Cerebras Systems Inc.

S-11 cerebras-sx1april2026.htm S-1

As filed with the U.S. Securities and Exchange Commission on April 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1237 E. Arques Avenue

Sunnyvale, California 94085

(650) 933-4980

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andrew D. Feldman

Chief Executive Officer and President

1237 E. Arques Avenue

Sunnyvale, California 94085

(650) 933-4980

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following

box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further

amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the

registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the

Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities

in any jurisdiction where the offer or sale is notpermitted.

PRELIMINARY PROSPECTUS (Subject to Completion)

Issued , 2026

Shares

Class A Common Stock

Cerebras Systems Inc. is offering shares of its Class A common stock. This is our initial public offering and no public market currently exists for

shares of our Class A common stock. We anticipate that the initial public offering price per share of our Class A common stock will be between $ and

$ .

We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “CBRS,” and this offering is contingent upon the

listing of our Class A common stock on the Nasdaq Global Select Market.

Following completion of this offering, we will have three classes of authorized common stock: Class A common stock, Class B common stock, and Class N

common stock. The rights of the holders of Class A common stock, Class B common stock, and Class N common stock are identical, except with respect to

voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes and is

convertible at any time into one share of Class A common stock. Each share of Class N common stock is non-voting and is convertible into one share of

Class A common stock. Outstanding shares of Class B common stock will represent approximately % of the voting power of our outstanding capital stock

immediately following this offering. See the section titled “Description of Capital Stock” for additional information.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public

company reporting requirements for this and future filings.

Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page 22 to read about factors you should consider

before deciding to invest in our Class A common stock.

PRICE $ A SHARE

(1)Seethe section titled “Underwriters” for a description of the compensation payable to the underwriters.

At our request, the underwriters have reserved up to % of the shares of Class A common stock offered by this prospectus for sale at the initial public

offering price through a directed share program to certain persons identified by our management and certain long-tenured employees, which may include

parties with whom we have a business relationship and friends and family ofmanagement and such employees. See the section titled “Underwriters—Directed

Share Program” for additional information.

We will grant the underwriters the right to purchase up to an additional shares of our Class A common stock from us to cover over-allotments, if any,

at the initial public offering price less the underwriting discount.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is

truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment on , 2026.

Prospectus dated ,2026

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