## Principal Stockholders PRINCIPAL STOCKHOLDERS The following table contains information about the beneficial ownership of our common stock as of March 31, 2026, (i) immediately prior to the completion of this offering and (ii) as adjusted to the sale of shares of our Class A common stock offered by this prospectus, assuming no exercise of the underwriters’ over-allotment option to purchase additional shares from us, by: •each of our directors; •each of our named executive officers; •all directors and executive officers as a group; and •each person, or group of persons, known to us who beneficially owns more than 5% of our capital stock. We have based percentage ownership of our common stock before this offering 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, in each case, as of March 31, 2026, and assume the occurrence of each of the filing and effectiveness of our amended and restated certificate of incorporation, which will be in effect immediately prior to the completion of this offering, the Preferred Stock Conversion, the Common Stock Reclassification, and the RSU Net Settlement, in each case as if it had occurred as of March 31, 2026, but do not give effect to any voting proxies that will expire in connection with this offering. The exact number of shares of our Class B common stock that will be withheld from a stockholder in connection with the RSU Net Settlement will differ based on the stockholder’s personal tax rates. The percentage ownership of our common stock after this offering also assumes the foregoing and the issuance and sale of                 shares of Class A common stock by us in this offering, and assumes no exercise of the underwriters’ over-allotment option. In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable within 60 days of March 31, 2026 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31, 2026 (including those for which the liquidity-based vesting condition will be satisfied in connection with this offering). Shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. In addition, the below table does not reflect any shares of Class A common stock that may be purchased in this offering or pursuant to our directed share program described in the section titled “Underwriters— Directed Share Program.” For further information regarding material transactions between us and certain of our stockholders, see the section titled “Certain Relationships and Related Party Transactions.” Unless otherwise indicated, the address for each listed stockholder is: c/o Cerebras Systems Inc., 1237 E. Arques Avenue, Sunnyvale, California 94085. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, we believe, based on information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. 174 Table o f Contents > **Shares Beneficially Owned Before this Offering** > > Shares Beneficially Owned Before this Offering / Shares Beneficially Owned Before this Offering / Shares Beneficially Owned Before this Offering / Shares Beneficially Owned Before this Offering / Shares Beneficially Owned Before this Offering / Shares Beneficially Owned Before this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering / Shares Beneficially Owned After this Offering > > Class B Common Stock / Class B Common Stock / Class B Common Stock / % of Total Outstanding / % of Total Voting Power / Class A Common Stock / Class A Common Stock / Class A Common Stock / Class B Common Stock / Class B Common Stock / Class B Common Stock / % of Total Outstanding / % of Total Voting Power > Name of Beneficial Owner ................ Shares / % / % of Total Outstanding / % of Total Voting Power / Shares / % / Shares / % / % of Total Outstanding / % of Total Voting Power > Named Executive Officers and Directors: > Andrew D. Feldman .................. > Sean Lie .................................... > Dhiraj Mallick ........................... > Paul Auvil ................................. > Elena Donio ................................. > Lior Susan ................................. > Eric Vishria .................................. > Steve Vassallo ........................... > All current executive officers and directors as a group (9 persons) ........................... > Other 5% or Greater Stockholders: > Entities affiliated with Alpha Wave .................................... > Entities affiliated with Benchmark ........................... > Entities affiliated with Eclipse . > Entities affiliated with Fidelity > Entities affiliated with Foundation Capital ............. _______________ *Represents beneficial ownership of less than 1%. (1)Represents (i)                 shares of Class B common stock; (ii)                 shares underlying options to purchase shares of Class B common stock that are exercisable within 60 days of March 31, 2026; and (iii)                shares issuable upon settlement of RSUs that will have satisfied the service-based and liquidity- based vesting conditions in connection with this offering, before giving effect  to the RSU Net Settlement. (2)Represents (i)                 shares of Class B common stock; (ii)                 shares underlying options to purchase shares of Class B common stock that are exercisable within 60 days of March 31, 2026; and (iii)                shares issuable upon settlement of RSUs that will have satisfied the service-based and liquidity- based vesting conditions in connection with this offering, before giving effect  to the RSU Net Settlement. (3)Represents (i)                 shares of Class B common stock; (ii)                 shares underlying options to purchase shares of Class B common stock that are exercisable within 60 days of March 31, 2026; and (iii)                shares issuable upon settlement of RSUs that will have satisfied the service-based and liquidity- based vesting conditions in connection with this offering, before giving effect  to the RSU Net Settlement. (4)Represents                 shares of Class B common stock. (5)See footnote (10) for shares held by the entities affiliated with Eclipse. Mr. Susan, the Founder and Managing Partner of Eclipse, is a member of our board of directors. (6)See footnote (12) for shares held by the entities affiliated with Foundation Capital. Mr. Vassallo, a general partner of Foundation Capital, is a member of our board of directors. (7)Represents (i)                 shares of Class B common stock beneficially owned by our current executive officers and directors as a group; (ii)                  shares underlying options to purchase shares of Class B common stock that are exercisable within 60 days of March 31, 2026; (iii)                 shares issuable upon settlement of RSUs that will have satisfied the service-based and liquidity-based vesting conditions in connection with this offering, before giving effect the RSU Net Settlement; and (iv) an additional                 shares that may be acquired upon the settlement of outstanding RSUs within 60 days of March 31, 2026. (8)Represents (i)                  shares of Class B common stock held by Alpha Wave Ventures II, LP (“Alpha Wave Ventures”); (ii)                  shares of Class B common stock held by Alpha Wave Holdings, LP (“Alpha Wave Holdings”); and (iii)                  shares of Class B common stock held by Falcon Q LP (“Falcon Q,” and together with Alpha Wave Ventures and Alpha Wave Holdings, “Alpha Wave”). Alpha Wave Ventures GP, Ltd (“Alpha Wave Ventures GP”) is the general partner of Alpha Wave Ventures and may be deemed to exercise voting and dispositive control over the shares held by Alpha Wave Ventures. Alpha Wave Ventures GP is a joint venture 175 Table o f Contents between Alpha Wave Global, LP (“Alpha Wave Global”) and Lunate Capital Holding RSC LTD (“Lunate”). Lunate is majority owned by Chimera Investment LLC (“Chimera”). Chimera is controlled by its board of directors. The managing partners of Lunate Capital Limited, a wholly owned investment manager subsidiary of Lunate, manage the investment activities of Lunate. Richard Gerson is the Chairman and Chief Investment Officer of Alpha Wave Global. Alpha Wave Global is the Investment Manager for Alpha Wave Holdings and Falcon Q. Mr. Gerson therefore may be deemed to exercise voting and dispositive control over the shares held by the entities affiliated with Alpha Wave. The address for all entities affiliated with Alpha Wave is c/o Alpha Wave Global, LP, 667 Madison Ave, 19th Floor, New York, New York 10065. The address for Lunate is Unit No. 1, Floor 8, 9, 10, 11, 12, Al Maryah Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. (9)Represents (i)                  shares of Class B common stock held by Benchmark Capital Partners VIII, L.P. (“BCP VIII”), for itself and as nominee for Benchmark Founders’ Fund VIII, L.P. (“BFF VIII”) and Benchmark Founders’ Fund VIII-B, L.P. (“BFF VIII-B”), (ii)                  shares of Class B common stock held by Benchmark Capital Partners IX, L.P. (“BCP IX”), for itself and as nominee for Benchmark Founders’ Fund IX, L.P. (“BFF IX”), Benchmark Founders’ Fund IX-A, L.P. (“BFF IX-A”), and Benchmark Founders’ Fund IX-B, L.P. (“BFF IX-B”), and (iii)           shares of Class B common stock held by Benchmark AI Infrastructure Fund, L.P. (“BAIF”), for itself and as nominee for Benchmark AI Infrastructure Fund B, L.P. (“BAIF-B”). Benchmark Capital Management Co. VIII, L.L.C. (“BCMC VIII”) is the general partner of each of BCP VIII, BFF VIII, and BFF VIII-B and may be deemed to have sole voting and investment power with respect to the shares held by BCP VIII. Mr. Vishria, a member of our board of directors, Matthew R. Cohler, Peter H. Fenton, J. William Gurley, An-Yen Hu, Mitchell H. Lasky, and Chetan Puttagunta are the managing members of BCMC VIII. Benchmark Capital Management Co. IX, L.L.C. (“BCMC IX”) is the general partner of each of BCP IX, BFF IX, BFF IX­A, and BFF IX-B and may be deemed to have sole voting and investment power with respect to the shares held by BCP IX.  Mr. Vishria, a member of our board of directors, Peter H. Fenton, J. William Gurley, An-Yen Hu, and Chetan Puttagunta are the managing members of BCMC IX. Benchmark AI Infrastructure Management Co., L.L.C. (“BAIMC”) is the general partner of each of BAIF and BAIF-B and may be deemed to have sole voting and investment power with respect to the shares held by BAIF.  Mr. Vishria, a member of our board of directors, Peter H. Fenton, An-Yen Hu, Chetan Puttagunta, and Everett Randle are the managing members of BAIMC. The address for all entities affiliated with Benchmark is 2965 Woodside Road, Woodside, California 94062. (10)Represents (i)                  shares of Class B common stock held by Eclipse Continuity Fund I, L.P. (“Eclipse Continuity Fund”); (ii)                  shares of Class B common stock held by Eclipse SPV II, L.P. (“Eclipse SPV II”); (iii)                  shares of Class B common stock held by Eclipse SPV XIII, L.P. (“Eclipse SPV XIII”); and (iv)                  shares of Class B common stock held by Eclipse Ventures Fund I, L.P. (“Eclipse Fund,” and together with Eclipse Continuity Fund, Eclipse SPV II, and Eclipse SPV XIII, “Eclipse Entities”). Mr. Susan is the sole managing member of the general partner of each of the Eclipse Entities and may be deemed to have voting, investment, and dispositive power with respect to the shares held by such entities. The address for the Eclipse Entities is 514 High Street, Palo Alto, California 94301. (11)Consists of (i)                  shares of Class B common stock held by FIAM Target Date Blue Chip Growth Commingled Pool By: Fidelity Institutional Asset Management Trust Company as Trustee, (ii)                  shares of Class B common stock held by Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund, (iii)                  shares of Class B common stock held by Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund, (iv)                  shares of Class B common stock held by Fidelity Advisor Series VII: FA Semiconductors Fund, (v)                  shares of Class B common stock held by Fidelity Blue Chip Growth Commingled Pool By: Fidelity Management Trust Company, as Trustee, (vi)                  shares of Class B common stock held by Fidelity Blue Chip Growth Institutional Trust By its manager Fidelity Investments Canada ULC, (vii)                  shares of Class B common stock held by Fidelity Blue Chip Growth Multi-Asset Base Fund by its manager Fidelity Investments Canada ULC, (viii)                  shares of Class B common stock held by Fidelity Canadian Growth Company Fund by its manager Fidelity Investments Canada ULC, (ix)                  shares of Class B common stock held by Fidelity Central Investment Portfolios LLC: Fidelity U.S. Equity Central Fund - Communication Services Sub, (x)                  shares of Class B common stock held by Fidelity Contrafund Commingled Pool By: Fidelity Management Trust Company, as Trustee, (xi)                  shares of Class B common stock held by Fidelity Contrafund: Fidelity Advisor New Insights Fund, (xii)                  shares of Class B common stock held by Fidelity Contrafund: Fidelity Contrafund, 176 Table o f Contents (xiii)                  shares of Class B common stock held by Fidelity Contrafund: Fidelity Contrafund K6, (xiv)                  shares of Class B common stock held by Fidelity Contrafund: Fidelity Series Opportunistic Insights Fund, (xv)                  shares of Class B common stock held by Fidelity Global Growth and Value Investment Trust By its manager Fidelity Investments Canada ULC, (xvi)                  shares of Class B common stock held by Fidelity Global Innovators Investment Trust by its manager Fidelity Investments Canada ULC, (xvii)                  shares of Class B common stock held by Fidelity Growth Company Commingled Pool By: Fidelity Management Trust Company, as Trustee, (xviii)                  shares of Class B common stock held by Fidelity Insights Investment Trust By its manager Fidelity Investments Canada ULC, (xix)          shares of Class B common stock held by Fidelity Investment Trust: Fidelity Worldwide US Equity Sub, (xx)                 shares of Class B common stock held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, (xxi)                  shares of Class B common stock held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund, (xxii)          shares of Class B common stock held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, (xxiii)           shares of Class B common stock held by Fidelity NorthStar Fund - Sub D by its manager Fidelity Investments Canada ULC, (xxiv)           shares of Class B common stock held by Fidelity Puritan Trust: Balanced K6 Fund - Communication Services Subportfolio, (xxv)                  shares of Class B common stock held by Fidelity Puritan Trust: Fidelity Balanced Fund - Communication Services Sub, (xxvi)          shares of Class B common stock held by Fidelity Securities Fund: Fidelity Blue Chip Growth Fund, (xxvii)          shares of Class B common stock held by Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund, (xxviii)          shares of Class B common stock held by Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund, (xxix)                  shares of Class B common stock held by Fidelity Select Portfolios : Select Communication Services Portfolio, (xxx)                  shares of Class B common stock held by Fidelity Select Portfolios: Select Semiconductors Portfolio, (xxxi)                 shares of Class B common stock held by Fidelity Select Portfolios: Select Technology Portfolio, (xxxii)                  shares of Class B common stock held by Fidelity Special Situations Fund by its manager Fidelity Investments Canada ULC, (xxxiii)                  shares of Class B common stock held by Fidelity U.S. Growth Opportunities Investment Trust by its manager Fidelity Investments Canada ULC, (xxxiv)                  shares of Class B common stock held by Fidelity Venture Capital Fund I LP By: Fidelity Diversifying Solutions LLC as Investment Manager, (xxxv)          shares of Class B common stock held by Variable Insurance Products Fund II: VIP Contrafund Portfolio, (xxxvi)           shares of Class B common stock held by Variable Insurance Products Fund III: Growth Opportunities Portfolio, (xxxvii)                  shares of Class B common stock held by Variable Insurance Products Fund III: VIP Balanced - Communication Services Subportfolio, (xxxviii)                  shares of Class B common stock held by Variable Insurance Products Fund IV: VIP Communication Services Portfolio, (xxxix)                  shares of Class B common stock held by Variable Insurance Products Fund IV: VIP Technology Portfolio, and (xl)                  shares of Class B common stock held by Variable Insurance Products Fund: VIP Stock Selector All Cap Portfolio Communication Services Subportfolio.. The shares held by these funds and accounts are beneficially owned, or may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries or affiliates, and other companies. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC.  Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.  The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. (12)Represents (i)                  shares of Class B common stock held by Foundation Capital Leadership Fund II, L.P. (“Foundation Leadership Fund”); (ii)                  shares of Class B common stock held by Foundation Capital VIII Principals Fund, LLC (“Foundation Capital VIII Principals”); and (iii)                  shares of Class B common stock held by Foundation Capital VIII, L.P. (“Foundation Capital VIII,” and together with Foundation Leadership Fund and Foundation Capital VIII Principals, “Foundation Capital”). Foundation Capital Management Co. VIII, L.L.C. is the General Partner of Foundation Capital VIII and the Manager of Foundation Capital VIII Principals and has sole voting and investment power. Ashu Garg, Paul R. Holland, Charles P. Moldow, and Steven P. Vassallo are the Managers of Foundation Capital Management Co. VIII, L.L.C. and 177 Table o f Contents share such powers. Foundation Capital Management Co. LF II, L.L.C. is the General Partner of Foundation Capital Leadership Fund and has sole voting and investment power. Ashu Garg, Charles P. Moldow, and Steven P. Vassallo are the Managers of Foundation Capital Management Co. LF II, L.L.C. and share such powers. The address for all entities affiliated with the Foundation Capital is 550 High Street, 3rd Floor, Palo Alto, California 94301. 178 Table o f Contents