Cerebras Systems Inc.
For the period ended Mar 31, 2026. Filed Jun 24, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Jun 24, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Unregistered Sales of Equity Securities
On June 19, 2026, in connection with the execution of a commercial agreement with AWS, we issued a warrant (the “AWS Warrant”) to Amazon.com NV Investment Holdings LLC (“AWS Warrantholder”) to acquire up to 2,696,678 shares of our Class N common stock (the “AWS Warrant Shares”) at an exercise price of $100.00 per AWS Warrant Share. Of these AWS Warrant Shares,269,668 AWS Warrant Shares vested immediately upon issuance of the AWS Warrant, and the remaining 2,427,010 AWS Warrant Shares vest in tranches upon the attainment of specified payment thresholds prior to the fifth anniversary of issuance, based on aggregate payments to us by affiliates of the AWS Warrantholder (“Amazon”) pursuant to the commercial agreement between the parties. The AWS Warrant expires on June 19, 2033. We have granted customary registration rights with respect to the AWS Warrant Shares.
Upon the consummation of a change of control of Cerebras, if the AWS Warrant is vested with respect to fewer than 1,618,007 AWS Warrant Shares, then a number of additional AWS Warrant Shares will vest such that an aggregate of 1,618,007 AWS Warrant Shares are vested. Subject to certain exceptions, the AWS Warrant does not entitle the AWS Warrantholder to voting rights or other rights as one of our stockholders prior to exercise, and the AWS Warrant Shares that may be acquired following the exercise of the AWS Warrant do not entitle the AWS Warrantholder or Amazon to any voting rights. The AWS Warrant includes a limitation on exercise that prohibits the AWS Warrantholder from beneficially owning more than 4.999% of our outstanding Class A common stock and Class N common stock collectively (subject to the AWS Warrantholder’s ability to increase such limit). The AWS Warrantholder is entitled to participate in certain distributions to stockholders as if the AWS Warrant had been exercised, subject to specified limitations.
The AWS Warrant and the AWS Warrant Shares have not been registered under the Securities Act or under any state securities law and were offered and issued, as applicable, in reliance upon the exemption from registration requirements of the Securities Act set forth in Section 4(a)(2) of the Securities Act. We did not engage in a general solicitation or advertising regarding the issuance of the AWS Warrant.
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