Cerebras Systems Inc.

The following table sets forth our cash and cash equivalents and total capitalization as of December 31, 2025:

•on an actual basis;

•on a pro forma basis to give effect to the following immediately prior to the completion of this offering:

(i) the filing and effectiveness of our amended and restated certificate of incorporation; (ii) the Preferred

Stock Conversion; (iii) the Common Stock Reclassification; (iv) the RSU Net Settlement; (v) the increase

in accrued expenses and other current liabilities and an equivalent decrease in additional paid-in capital of

$ in connection with the estimated tax withholding and remittance obligations related to the RSU

Net Settlement; and (vi) stock-based compensation expense of approximately $ that we will

recognize upon the completion of this offering related to RSUs subject to service-based and liquidity-based

vesting conditions for which the service-based vesting condition was satisfied as of December 31, 2025 and

for which the liquidity-based vesting condition will be satisfied in connection with this offering; and

•on a pro forma as adjusted basis to give effect to: (i) the pro forma adjustments set forth above; (ii) the

issuance and sale of shares of Class A common stock by us in this offering at an assumed initial

public offering price of $ per share, which is the midpoint of the estimated price range set forth on

the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and

estimated offering expenses payable by us; and (iii) the use of a portion of the net proceeds from this

offering to satisfy the estimated tax withholding and remittance obligations related to the RSU Net

Settlement.

The pro forma as adjusted information discussed below is illustrative only and will be adjusted based on the

actual initial public offering price and other terms of this offering determined at pricing. This table should be read in

conjunction with the sections titled “Summary Consolidated Financial Data” and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial

statements and related notes included elsewhere in this prospectus.

(1)The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial

offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the

assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set

forth on the cover page of this prospectus, would increase or decrease, as applicable, each of pro forma as

adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization

by approximately $ , assuming that the number of shares of Class A common stock offered by us, as set

forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting

discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease

of 1.0 million shares in the number of shares of Class A common stock offered by us would increase or

decrease, as applicable, each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total

stockholders’ equity, and total capitalization by approximately $ , assuming that the assumed initial public

offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover

page of this prospectus, remains the same, and after deducting estimated underwriting discounts and

commissions and estimated offering expenses payable by us.

If the underwriters’ over-allotment option is exercised in full, pro forma as adjusted cash and cash equivalents,

additional paid-in capital, total stockholders’ equity, total capitalization and shares of Class A common stock

outstanding as of December 31, 2025 would be $ , $ , $ , $ , and shares,

respectively.

The number of shares of our common stock issued and outstanding, pro forma, and pro forma as adjusted in the

table above is based on no shares of our Class A common stock, shares of our Class B common stock, and

no shares of our Class N common stock outstanding as of December 31, 2025, after giving effect to the Preferred

Stock Conversion, the Common Stock Reclassification, and the RSU Net Settlement, and excludes:

•9,000,000 shares of Class B common stock issuable upon the vesting and settlement of PRSUs subject to

market-based vesting conditions granted after December 31, 2025, for which the market-based vesting

condition was not yet satisfied as of December 31, 2025 (see the section titled “Executive and Director

Compensation—Narrative to Summary Compensation Table—Equity-Based Compensation—2026

Founder PRSU Awards” for additional information);

•33,445,026 shares of our Class N common stock issuable upon the exercise of the OpenAI Warrant, subject

to satisfaction of vesting conditions (see the section titled “—Vesting of Shares Underlying the OpenAI

Warrant” below for additional information);

• shares of our Class A common stock reserved for future issuance under the 2026 Plan, which will

which this prospectus forms a part, including new shares and the number of shares (i) that remain

available for grant of future awards under the 2016 Plan at the time the 2026 Plan becomes effective, which

shares will cease to be available for issuance under the 2016 Plan at such time and (ii) underlying

outstanding Prior Plan Awards that expire, or are cancelled, forfeited, reacquired, or withheld; and

• shares of our Class A common stock reserved for future issuance under the ESPP, which will

which this prospectus forms a part.

Vesting of Shares Underlying the OpenAI Warrant

In December 2025, we issued the OpenAI Warrant to OpenAI in connection with the execution of the MRA.

stock at an exercise price of $0.00001 per share.

The shares of Class N common stock underlying the OpenAI Warrant vest and become exercisable upon the

occurrence of certain events, as set forth below:

•4,459,337 shares vested in January 2026 upon our receipt of the Working Capital Loan;

•5,574,171 shares will vest upon the earlier of (i) the first date that our market capitalization exceeds

$40 billion, measured by the product of (a) the number of shares of common stock outstanding (on an as-

converted basis for each authorized class or series of our common stock), multiplied by (b) the 30-day

volume-weighted average closing price per share of our Class A common stock on Nasdaq, and (ii) receipt

by us of certain fee payments from OpenAI under the MRA; and

•23,411,518 shares in the aggregate will vest in multiple tranches on certain committed delivery dates of

compute capacity pursuant to the MRA, including committed delivery dates to be mutually agreed upon for

the Additional Capacity(as defined in the section titled “Management’s Discussion and Analysis of

Financial Condition and Results of Operations”), if any.

The OpenAI Warrant will only fully vest if OpenAI exercises all options to purchase Additional Capacity under

the MRA, such that a total of 2GW of AI inference compute capacity and related services is purchased by OpenAI.

See the section titled “Certain Relationships and Related Party Transactions—OpenAI Relationship—OpenAI

Warrant” for additional information about the OpenAI Warrant.