Cerebras (CBRS): Voting Structure
Insights derived from analysing SEC filings. Independent analysis of Cerebras Systems Inc. Class A common stock, not a publication of the SEC.
Figures are read from the Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 to the Form 8-K of 15 May 2026, from the Form 424B4 prospectus dated 13 May 2026, from the Forms 10-Q for the quarters ended 31 March 2026 and 30 June 2026, and from the fifteen Schedules 13D and 13G filed between 22 May and 18 August 2026 and the Forms 13F-HR for the quarter ended 30 June 2026, no Form 10-K and no proxy statement of any kind having been filed under central index key 2021728. Accession numbers appear in the text and in the tables beside each figure they carry, the Schedules under file number 005-95722 and the Forms 13F-HR under the reporting managers' own keys.
Summary
On the cover of its most recent Form 10-Q, for the quarter ended 30 June 2026 and filed 12 August 2026 under accession 0001628280-26-056357, Cerebras Systems Inc. reports 112,247,109 shares of Class A common stock, 111,601,424 shares of Class B common stock and 13,715,508 shares of Class N common stock outstanding as of 5 August 2026. Class A carries one vote a share, Class B carries twenty and Class N carries none. On those counts Class B holds 46.98% of the shares and 95.21% of the votes.
No proxy statement of any kind has been filed and no annual meeting has been held, so there are no vote results, no director election outcomes and no say on pay tallies to report. The reportable record is the charter itself, the cover page share counts, and the Schedules that holders file for themselves.
The charter reclassified every pre offering Class A share into Class B at the effective time, so the Class A sold in the offering is a different instrument from the Class A that existed before 15 May 2026. It authorises 3,940,000,000 shares across four classes and sets four routes by which Class B converts into Class A: at the holder's option, automatically on a transfer outside the permitted transferee categories, automatically for a named Founder's shares on death or incapacity or six months after that Founder ceases to be an employee or director, and automatically for the whole class on the Final Conversion Date, six months after no Founder is an employee or director. There is no time based sunset and no ownership based sunset.
The mechanism is already moving the register. Between 31 March 2026 and 5 August 2026 the Class B count fell from 185,304,949 to 111,601,424, a fall of 39.8%, and the Class B share of total votes moved from 100.0% to 95.2%. Eclipse Ventures converted 13,466,197 Class B shares into Class A on 11 June 2026 and reported on 18 August 2026 that it had ceased to hold more than five percent.
Four Schedules 13G identify Class B by holder at 30 June 2026: Fidelity investment companies advised by FMR LLC subsidiaries at 20,443,122 shares, Benchmark entities at 15,445,181, Foundation Capital entities at 13,772,108 and Andrew Feldman at 7,503,467. Those four hold 47.1% of the Class B outstanding on that date and 45.2% of the total votes. Fifteen Schedules in all have been filed with Cerebras as subject company, and a query on the Form 13F holdings endpoint for the Cerebras CUSIP and the quarter ended 30 June 2026 returns 437 matching records, the first quarter for which any manager could report a position.
The charter that created the three classes
The operative charter was executed on 15 May 2026 and filed as Exhibit 3.1 to the Form 8-K under accession 0001628280-26-035605, reported under Item 5.03. Article IV, Section 1 reclassified the entire share register at the effective time: "each share of the Corporation’s Class A Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time shall be reclassified as, and become, one (1) share of Class B Common Stock". Every share held before the offering became high vote Class B, and the Class A sold in the offering is a different instrument from the Class A that existed before that date. Any document dated before 15 May 2026 that refers to Cerebras Class A common stock is referring to the security that has since become Class B.
Article IV, Section 2 states the authorised capital: "The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 3,940,000,000 shares, consisting of 3,500,000,000 shares of Class A Common Stock, par value $0.00001 per share". The rest of the sentence sets out 240,000,000 Class B shares, 100,000,000 Class N shares and 100,000,000 preferred shares at the same par value. The board may issue the preferred stock in series and fix its terms by certificate of designation; no series has been designated, and the 30 June 2026 balance sheet shows no preferred stock outstanding.
Table 1 Authorised capital and rights by class, Amended and Restated Certificate of Incorporation, accession 0001628280-26-035605
| Class | Authorised | Outstanding, 5 Aug 2026 | Votes a share | Convertible into Class A |
|---|---|---|---|---|
| Class A common | 3,500,000,000 | 112,247,109 | 1 | n/a |
| Class B common | 240,000,000 | 111,601,424 | 20 | Yes, one for one |
| Class N common | 100,000,000 | 13,715,508 | 0 | Yes, one for one |
| Preferred | 100,000,000 | 0 | As designated | As designated |
| Total | 3,940,000,000 | 237,564,041 |
Outstanding counts are the Form 10-Q cover figures as of 5 August 2026, accession 0001628280-26-056357. Applying the charter ratios to those counts, which is this report's arithmetic on the filed numbers rather than a figure quoted from any filing, Class B holds 46.98% of the shares outstanding and 95.21% of the votes, Class A holds 47.25% of the shares and 4.79% of the votes, and Class N holds 5.77% of the shares and none of the votes.
Outside voting and conversion, the three classes rank together. The charter states that "shares of Common Stock shall have the same rights, privileges, preferences, and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets, or winding up of the Corporation), share ratably and be identical in all respects and as to all matters". No class may be subdivided, combined or reclassified unless the others are treated proportionately, and a dividend that differs by class requires the affirmative vote of a majority of each of the three classes voting separately.
Twenty votes, one vote and no vote
Article IV, Part B, Section 2 carries the ratio: "each holder of Class A Common Stock shall have one (1) vote per share of Class A Common Stock held of record by such holder, each holder of Class B Common Stock shall have twenty (20) votes per share of Class B Common Stock held of record by such holder, and each holder of Class N Common Stock shall have no votes per share of Class N Common Stock held of record by such holder".
The prospectus filed on 14 May 2026 under accession 0001628280-26-035214 quantified the effect at listing. Based on beneficial ownership as of 31 March 2026, it stated that "the holders of our outstanding Class B common stock will hold approximately 85.3% of our outstanding shares and control approximately 99.2% of the voting power of our outstanding shares", and that executive officers, directors and holders of more than 5% of the capital stock, with their affiliates, would hold approximately 38.1% of the shares and approximately 50.8% of the voting power. The same document states that "Immediately following the completion of this offering, no stockholder or group of stockholders will control over 50% of the voting power of our outstanding capital stock", and that if in future a stockholder or group of stockholders does control over 50%, "we may be eligible to elect the “controlled company” exemptions to the Nasdaq corporate governance rules for publicly listed companies." It also states the floor the ratio creates: "Because of the 20-to-1 voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock even when the shares of Class B common stock represent as little as 5% of the outstanding shares of our Class A common stock and Class B common stock."
Four other charter provisions sit alongside the ratio. The board is divided into three classes with staggered three year terms, so one class stands for election at each annual meeting. Stockholders cannot act by written consent: "Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting." Special meetings may be called only by the board, its chairperson, the chief executive officer or the president. A director "may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-third percent (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors". Amendment of the bylaws by stockholders, and amendment of the charter provisions covering the capital structure, the board and stockholder meetings, each require the same 66 2/3%. The prospectus states that the charter does not provide for cumulative voting.
Every way Class B can end
Article IV, Part B, Section 7 sets out four routes by which Class B becomes Class A, and one for Class N. There is no time based sunset and no ownership based sunset in the charter. The class ends six months after the last of the four named Founders ceases to be an employee or director.
Table 2 Conversion triggers, Amended and Restated Certificate of Incorporation, accession 0001628280-26-035605
| Section | Class | Trigger | Ratio |
|---|---|---|---|
| 7.1.2 | B | At the option of the holder, at any time, on written notice to the transfer agent | 1:1 |
| 7.1.3 | B | Automatically on a Transfer, unless approved in advance in writing by the corporation or made to a Permitted Transferee | 1:1 |
| 7.1.4 | B | Automatically for a Founder's shares on the earlier of that Founder's death or incapacity, or six months after that Founder ceases to be an employee or director | 1:1 |
| 7.1.5 | B | Automatically for the whole class on the Final Conversion Date, six months after no Founder is an employee or director | 1:1 |
| 7.2.2 | N | Automatically on a Transfer, unless to an Affiliate or unless the transferee elects Class N on ten business days' written notice | 1:1 |
The optional conversion is unconditional: "Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Corporation."
Transfer is defined to include a move to a broker or other nominee whether or not beneficial ownership changes, and the transfer of voting control by proxy or otherwise. It excludes a proxy granted to officers or directors at the board's request for a meeting, a bona fide pledge while the holder keeps voting control, a spouse's community property interest, and entry into a Rule 10b5-1 trading plan where the holder keeps voting control, though a sale by the broker under that plan is itself a transfer. Permitted transferees run to seven categories: family members, three kinds of trust, qualifying retirement accounts, entities in which the holder keeps sole dispositive power and voting control, and transfers between Founders and their affiliates. Where the holder later loses sole dispositive power and voting control over shares held by such a vehicle, those shares convert at that point.
The charter names four Founders: Andrew Feldman, Sean Lie, Jean-Philippe Fricker and Michael James. Each Founder's own shares convert "upon the earlier of (i) the death or Incapacity of such Founder or (ii) the date that is six (6) months following the date on which such Founder is no longer an employee or director of this corporation (unless such Founder has rejoined this corporation as an employee or a director during such six (6) month period)". Incapacity is defined by reference to the applicable probate code and, where disputed, requires a ruling by a court of competent jurisdiction.
The class wide end point follows the same test applied to all four. The charter defines the Final Conversion Date as "5:00 p.m. in New York City, New York on the first day on or after the date that is six (6) months following the date on which no Founder is an employee or director of this corporation (unless a Founder has rejoined this corporation during such six (6) month period)". On that date every Class B share converts, the class is cancelled and retired, reissuance is prohibited, a certificate of retirement is filed in Delaware and every reference to Class B is removed from the charter. Nothing in Section 7 makes conversion turn on the passage of a fixed number of years from listing, and nothing makes it turn on Class B falling below a percentage of the shares outstanding.
Of the four Founders, Andrew Feldman appears in the prospectus management table as Chief Executive Officer, President and a director, and Sean Lie appears as Chief Technology Officer without a board seat. Jean-Philippe Fricker and Michael James appear once each in the prospectus and once each in both Forms 10-Q, in the sentence that defines the Founders, and nowhere else in those documents; neither is listed among the executive officers and directors as of 13 May 2026, and neither appears in the beneficial ownership table as of 31 March 2026.
The conversion mechanism in practice
Between 31 March 2026 and 5 August 2026 the Class B count fell from 185,304,949 to 111,601,424, a fall of 73,703,525 shares or 39.8%. Over the same span the Class B share of total votes moved from 100.0% to 95.2%.
Eclipse Ventures provides a documented example of the optional conversion. Its Schedule 13D/A filed 26 June 2026 under accession 0001193125-26-285642 reports that on 11 June 2026 four Eclipse entities voluntarily converted 13,466,197 Class B shares into Class A on a one for one basis, and that pro rata in kind distributions to their limited and general partners followed on 25 June 2026. The Schedule 13D/A filed 18 August 2026 under accession 0001193125-26-355477 reports a further distribution on 14 August 2026 and states: "On August 14, 2026, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of the Issuer."
The prospectus describes the arithmetic consequence for the holders who do not convert: "Future transfers by holders of shares of Class B common stock will generally result in those shares converting to shares of Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term."
Who holds Class B
The only beneficial ownership table on the record is the Principal Stockholders section of the prospectus, stated as of 31 March 2026 and therefore before the offering closed. Every position in it is Class B; the Class A column is nil throughout.
Table 3 Beneficial ownership as of 31 March 2026, as adjusted for the offering, 424B4 Principal Stockholders, accession 0001628280-26-035214
| Holder | Class B shares | % of Class B | % of shares outstanding | % of voting power |
|---|---|---|---|---|
| Entities affiliated with Fidelity | 20,443,122 | 11.0% | 9.4% | 10.9% |
| Entities affiliated with Benchmark | 17,602,983 | 9.5% | 8.1% | 9.4% |
| Entities affiliated with Foundation Capital, in which Steve Vassallo is a general partner | 15,302,343 | 8.3% | 7.0% | 8.2% |
| Entities affiliated with Eclipse, in which Lior Susan is the sole managing member of each general partner | 13,466,197 | 7.3% | 6.2% | 7.2% |
| Entities affiliated with Alpha Wave | 12,074,647 | 6.5% | 5.6% | 6.5% |
| Andrew D. Feldman | 10,144,876 | 5.4% | 4.6% | 5.4% |
| Sean Lie | 5,347,647 | 2.9% | 2.4% | 2.8% |
| Dhiraj Mallick | 1,805,200 | n/a | n/a | n/a |
| Paul Auvil | 203,750 | n/a | n/a | n/a |
| Elena Donio | 0 | n/a | n/a | n/a |
| Eric Vishria | 0 | n/a | n/a | n/a |
| All executive officers and directors, 9 persons | 47,242,414 | 24.9% | 18.5% | 24.7% |
Cells marked n/a are shown in the filing as beneficial ownership of less than 1%. The Foundation Capital and Eclipse rows carry the holdings attributed to Mr Vassallo and Mr Susan and are not additional to them. The basis is the sale of 30,000,000 Class A shares with no exercise of the underwriters' option; the offering closed with the option fully exercised at 34,500,000 shares.
Four Schedules 13G filed in July and August 2026 split a holder's position between the two classes on a 30 June 2026 measurement date, which is the only post offering source that identifies Class B by holder.
Table 4 Class B held by named holders as of 30 June 2026, from Schedules 13G
| Holder | Class B shares | Class A also reported | Votes on the Class B | Accession |
|---|---|---|---|---|
| Fidelity investment companies advised by FMR LLC subsidiaries | 20,443,122 | 8,435,095 | 408,862,440 | 0000315066-26-001451 |
| Benchmark entities | 15,445,181 | 0 | 308,903,620 | 0001104659-26-097224 |
| Foundation Capital entities | 13,772,108 | 1,530,235 | 275,442,160 | 0001645076-26-000004 |
| Andrew Feldman | 7,503,467 | 268 | 150,069,340 | 0001493152-26-038435 |
| Total named | 57,163,878 | 1,143,277,560 |
Where a Schedule carries several reporting persons, the Class B figure above is this report's sum of the components the Schedule itemises, not a total the filing states. For Benchmark that is Benchmark Capital Management Co. VIII, L.L.C. 12,227,545 plus Benchmark Capital Management Co. IX, L.L.C. 689,990 plus Benchmark AI Infrastructure Management Co., L.L.C. 2,527,646. For Foundation Capital it is the Item 4 itemisation, 12,520,174 plus 269,664 plus 982,270 of Class B and 1,391,131 plus 29,963 plus 109,141 of Class A. Table 5 further down reports the same two Schedules on their cover page basis, which is the largest single reporting person, so it shows 12,227,545 for Benchmark and 14,210,932 for Foundation Capital.
Vote counts are this report's arithmetic at the charter's twenty votes a share. The FMR Class A figure is the balance of its reported aggregate of 28,878,217 shares after the 20,443,122 Class B shares its filing identifies. Class B outstanding at 30 June 2026 was 121,301,359 shares.
Those four holders account for 47.1% of the Class B outstanding at 30 June 2026 and 45.2% of the total votes on that date. FMR LLC states in its own filing that the Class B shares it reports represent 15.6388% of the outstanding Class B common stock. Andrew Feldman's 7,503,467 Class B shares carry 150,069,340 votes, which is 46,848,772 more votes than the 103,220,568 Class A shares that were outstanding at 30 June 2026 carry between them. Foundation Capital's 15,302,343 shares are 6.7% of the shares outstanding at that date and 11.0% of the votes.
Class N, the customer class
Class N carries no votes and exists as consideration under customer agreements. The 30 June 2026 Form 10-Q describes three warrants over it. OpenAI holds a warrant over 33,445,026 Class N shares at an exercise price of $0.00001, issued in December 2025 alongside the Master Relationship Agreement, vesting in tranches; 4,459,337 shares vested in January 2026 and 5,574,171 in June 2026, and the filing reports as a subsequent event that "In July 2026, the OpenAI Warrant was partially exercised to purchase 10,033,508 shares of the Company’s Class N common stock." That figure accounts for the whole of the increase in Class N outstanding between 30 June 2026 and the 5 August 2026 cover date. Two warrants issued to G42, over 1,857,516 shares in December 2025 and 1,655,975 shares in April 2026, were each exercised in full at $0.01 a share. A warrant issued to Amazon.com NV Investment Holdings LLC in June 2026 covers 2,696,678 Class N shares at $100.00 a share, of which 269,668 vested on issue, and it "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".
Class N converts one for one into Class A automatically on a transfer, "other than (i) to an Affiliate or (ii) if the holder provides written notice to the Corporation ten (10) business days prior to the transfer stating that the Transfer will not result in a conversion because the transferee elects to receive Class N Common Stock". A share sold on by a Class N holder therefore arrives in the buyer's hands as voting Class A unless the buyer elects otherwise. While any Class N remains outstanding, the charter requires a separate majority vote of that class before any charter or bylaw amendment that changes its voting, conversion or other rights.
The Schedules 13D and 13G
Fifteen Schedules have been filed with Cerebras as subject company, under file number 005-95722, between 22 May and 18 August 2026: three in the Schedule 13D family and twelve in the Schedule 13G family. They appear only under EDGAR's current form type labels. The query cik:2021728 AND (formType:"SCHEDULE 13D" OR formType:"SCHEDULE 13G" OR formType:"SCHEDULE 13D/A" OR formType:"SCHEDULE 13G/A") returns 15. The same query written with the older labels, formType:"SC 13D" and formType:"SC 13G" with their amendment variants, returns 0 and returns it without error.
Tiger Global Management, LLC reports 3,496,222 shares and 9.99% on its cover page at an event date of 15 May 2026, and its footnote states that the figure "Includes 497,222 shares of Class A Common Stock, $0.00001 par value per share, issuable upon conversion of shares of the issuer's Class B Common Stock". That Schedule states no share count as the denominator behind the 9.99%. Jane Street Group, LLC reports 5,222,522 shares and 5.1% at an event date three months later. Each filer computes against a Class A count of its own, and that count rose over the period, so the percentages in Table 5 are comparable only within a filer.
Table 5 Every Schedule 13D and 13G filed on Cerebras Systems Inc., 22 May to 18 August 2026
| Filed | Form | Filer | Event date | Shares reported | % as filed | Accession |
|---|---|---|---|---|---|---|
| 2026-05-22 | SCHEDULE 13G | Tiger Global Management, LLC | 2026-05-15 | 3,496,222 | 9.99% | 0000919574-26-003680 |
| 2026-05-22 | SCHEDULE 13D | Eclipse entities and Lior Susan | 2026-05-15 | 13,466,197 | 6.1% | 0001193125-26-237003 |
| 2026-06-04 | SCHEDULE 13G | JPMorgan Chase & Co. | 2026-05-29 | 3,486,503 | 10.1% | 0000019617-26-000234 |
| 2026-06-05 | SCHEDULE 13G | FMR LLC and Abigail P. Johnson | 2026-05-29 | 25,618,272 | 46.6% | 0000315066-26-001423 |
| 2026-06-26 | SCHEDULE 13D/A | Eclipse entities and Lior Susan | 2026-06-25 | 11,580,218 | 5.2% | 0001193125-26-285642 |
| 2026-07-08 | SCHEDULE 13G/A | FMR LLC and Abigail P. Johnson | 2026-06-30 | 28,878,217 | 25.7% | 0000315066-26-001451 |
| 2026-07-22 | SCHEDULE 13G/A | JPMorgan Chase & Co. | 2026-06-30 | 3,100,807 | 3.3% | 0000019617-26-000274 |
| 2026-08-13 | SCHEDULE 13G | Jane Street Group, LLC | 2026-06-30 | 5,222,522 | 5.1% | 0001595888-26-000104 |
| 2026-08-14 | SCHEDULE 13G | Foundation Capital entities | 2026-06-30 | 14,210,932 | 12.2% | 0001645076-26-000004 |
| 2026-08-14 | SCHEDULE 13G | Atreides Management, LP | 2026-06-30 | 10,543,836 | 10.7% | 0001777813-26-000008 |
| 2026-08-14 | SCHEDULE 13G | Benchmark entities | 2026-06-30 | 12,227,545 | 9.8% | 0001104659-26-097224 |
| 2026-08-14 | SCHEDULE 13G | Andrew Feldman | 2026-06-30 | 10,397,232 | 9.2% | 0001493152-26-038435 |
| 2026-08-14 | SCHEDULE 13G | Coatue Management LLC | 2026-06-30 | 7,011,028 | 7.1% | 0000919574-26-005577 |
| 2026-08-14 | SCHEDULE 13G | Altimeter Capital Management, LP | 2026-06-30 | 7,160,181 | 6.2% | 0001541617-26-000009 |
| 2026-08-18 | SCHEDULE 13D/A | Eclipse entities and Lior Susan | 2026-08-14 | 9,555,990 | 4.3% | 0001193125-26-355477 |
Shares and percentages are the cover page figures for the largest reporting person in each filing. Every Schedule reports Class A common stock as the class, including those filed by holders whose position is Class B reported on an as converted basis.
Benchmark spells out what that convention does to the number. Its Schedule 13G states: "Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 12,227,545 shares of Class B Common Stock held in aggregate by BCP VIII, BFF VIII and BFF VIII-B). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 5.5%." The 9.8% on the cover and the 5.5% in the footnote describe the same position on two different share denominators. At the charter's twenty votes a share, those 12,227,545 Class B shares carry 244,550,900 votes, which is 9.7% of the 2,529,247,748 votes outstanding on 30 June 2026.
The three Schedules in the 13D family were all filed by the Eclipse entities and Lior Susan, a director. Item 4 of the original, accession 0001193125-26-237003, states the purpose in the filers' own words: "The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Class A Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer." It closes: "Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D." Both amendments incorporate that Item 4 by reference without changing it.
The institutional register
Forms 13F-HR are filed by investment managers under their own central index keys and never appear under the Cerebras key. A query on the holdings endpoint for holdings.cusip:"15675D103" AND periodOfReport:"2026-06-30" returns 437 matching records. That number counts filings in which the CUSIP appears. A single filing can carry more than one row for the security, and one management group can file through several entities, so the number of distinct managers is lower; no deduplication by manager was performed. A bare cusip:"15675D103" query returns zero on the same endpoint, because the field is nested under holdings.
The same query for the quarter ended 31 March 2026 returns zero, which is expected: Cerebras listed on 14 May 2026, so the quarter ended 30 June 2026 is the first for which any manager could report a position. There is therefore one quarter of 13F data and no trend to measure across four quarters.
No proxy statement and no annual meeting
The query cik:2021728 AND (formType:"DEF 14A" OR formType:"DEFA14A" OR formType:"DEFC14A" OR formType:"DEFM14A" OR formType:"PRE 14A" OR formType:"PREC14A" OR formType:"DEF 14C" OR formType:"DEFR14A" OR formType:"ARS") returns 0. No definitive proxy statement, no contested proxy statement, no preliminary proxy statement, no information statement and no annual report to security holders has been filed.
The charter's transitional provision sets the first meeting: the initial Class I directors serve until the first annual meeting following registration of the Class A common stock under the Exchange Act, which occurred on 11 May 2026 through the Form 8-A12B. Until that meeting is called and a proxy statement is filed, the following cannot be reported from the filing record: annual meeting voting results on any proposal, including votes for, against, abstained and broker non votes on director elections, auditor ratification or say on pay; director and executive compensation tables prepared under Item 402 of Regulation S-K; audit fees paid to the independent registered public accounting firm; and a beneficial ownership table prepared as of a post listing record date. The most recent beneficial ownership table on the record is the prospectus table above, as of 31 March 2026, which predates the offering and reports no Class A at all.
What remains reportable is the charter, the cover page share counts in the two Forms 10-Q, and the Schedules that holders file for themselves. On those, Class B held 95.21% of the votes on 46.98% of the shares as of 5 August 2026, the class ends six months after the last of four named Founders stops being an employee or director, and nothing in the charter ends it sooner.
Sources
Every accession number this post cites, grouped by form type and ordered by filing date within each group. Filing data was retrieved through the SEC-API.io MCP server.
Registration statement family and charter, Cerebras Systems Inc., CIK 2021728. No Form 10-K has been filed, so the only beneficial ownership table on the record is the one in the prospectus.
| Accession | Filed | What it is |
|---|---|---|
| 0001628280-26-025762 | 17 Apr 2026 | Form S-1, the first public registration statement |
| 0001628280-26-029503 | 4 May 2026 | Form S-1/A, first amendment |
| 0001628280-26-033143 | 11 May 2026 | Form S-1/A, second amendment |
| 0001628280-26-033418 | 11 May 2026 | Form 8-A12B, registration of the Class A common stock under the Exchange Act |
| 0001628280-26-035214 | 14 May 2026 | Form 424B4, final prospectus dated 13 May 2026: the Principal Stockholders table as of 31 March 2026, the voting power estimates and the description of capital stock |
| 0001628280-26-035605 | 15 May 2026 | Form 8-K, Items 5.03, 8.01 and 9.01, with Exhibit 3.1, the Amended and Restated Certificate of Incorporation, and Exhibit 3.2, the bylaws |
Quarterly reports on Form 10-Q, Cerebras Systems Inc. The cover pages carry the share counts by class.
| Accession | Filed | What it is |
|---|---|---|
| 0001628280-26-044981 | 23 Jun 2026 | Form 10-Q for the quarter ended 31 March 2026, cover count as of 17 June 2026 |
| 0001628280-26-056357 | 12 Aug 2026 | Form 10-Q for the quarter ended 30 June 2026, cover count as of 5 August 2026, and the Class N warrant note |
Schedules 13D and 13G on Cerebras Systems Inc., file number 005-95722. These fifteen are the whole Schedule record. Each is filed by the holder under the holder's own central index key.
| Accession | Filed | What it is |
|---|---|---|
| 0000919574-26-003680 | 22 May 2026 | Schedule 13G, Tiger Global Management, LLC |
| 0001193125-26-237003 | 22 May 2026 | Schedule 13D, Eclipse entities and Lior Susan |
| 0000019617-26-000234 | 4 Jun 2026 | Schedule 13G, JPMorgan Chase & Co. |
| 0000315066-26-001423 | 5 Jun 2026 | Schedule 13G, FMR LLC and Abigail P. Johnson |
| 0001193125-26-285642 | 26 Jun 2026 | Schedule 13D/A, Eclipse entities and Lior Susan, reporting the 11 June 2026 conversion |
| 0000315066-26-001451 | 8 Jul 2026 | Schedule 13G/A, FMR LLC and Abigail P. Johnson, splitting the position between Class A and Class B |
| 0000019617-26-000274 | 22 Jul 2026 | Schedule 13G/A, JPMorgan Chase & Co. |
| 0001595888-26-000104 | 13 Aug 2026 | Schedule 13G, Jane Street Group, LLC |
| 0001645076-26-000004 | 14 Aug 2026 | Schedule 13G, Foundation Capital entities, with the Item 4 itemisation by reporting person |
| 0001777813-26-000008 | 14 Aug 2026 | Schedule 13G, Atreides Management, LP |
| 0001104659-26-097224 | 14 Aug 2026 | Schedule 13G, Benchmark entities, with the Rule 13d-3(d)(1)(i)(D) denominator footnote |
| 0001493152-26-038435 | 14 Aug 2026 | Schedule 13G, Andrew Feldman |
| 0000919574-26-005577 | 14 Aug 2026 | Schedule 13G, Coatue Management LLC |
| 0001541617-26-000009 | 14 Aug 2026 | Schedule 13G, Altimeter Capital Management, LP |
| 0001193125-26-355477 | 18 Aug 2026 | Schedule 13D/A, Eclipse entities and Lior Susan, reporting the fall below five percent |
Forms 13F-HR for the quarter ended 30 June 2026. These are filed by investment managers under their own central index keys and never appear under the Cerebras key, so they carry no Cerebras accession. A query on the holdings endpoint for CUSIP 15675D103 and that period returns 437 matching records; the same query for the quarter ended 31 March 2026 returns zero.
Disclaimer
This post is not financial advice, and it is not an offer, a solicitation or a recommendation to buy, sell or hold any security. It is independent analysis of public filings, prepared for information only. It is not a publication of the Securities and Exchange Commission, and the SEC has neither reviewed nor endorsed it. No investment objective, financial situation or particular need of any reader has been considered.
The filing record behind it is the one set out under the headline and in the Sources appendix, and it is short. Cerebras Systems Inc. listed on 14 May 2026. No annual report on Form 10-K is on the record. No proxy statement of any kind has been filed and no annual meeting has been held, so this post reports no annual meeting voting results, no director election outcomes, no say on pay tallies, no Item 402 compensation tables, no audit fee disclosure and no beneficial ownership table struck at a post listing record date, because none of those exists on the filing record. The Exchange Act record is two quarterly reports on Form 10-Q and three current reports on Form 8-K; the audited years are carried by the Form 424B4 prospectus and the Forms S-1 behind it, not by an annual report. The most recent reported period is the quarter to 30 June 2026, and the most recent share counts are the Form 10-Q cover page counts as of 5 August 2026.
Charter provisions are quoted from Exhibit 3.1 as filed. Share counts, percentages of shares outstanding and percentages of voting power computed at the charter's one, twenty and nil votes a share are this post's own arithmetic on the filed counts, and are labelled as such where they appear; where a Schedule itemises several reporting persons, the class totals shown are this post's sums of the components the Schedule itemises rather than a total the filing states. Percentages taken from Schedule cover pages are each filer's own, struck against a Class A count of that filer's choosing on that filer's event date, so they are comparable only within a filer. This post states no valuation.
