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Form 3 Cerebras Systems Inc. For: May 13 Filed by: Feldman Andrew D.

May 13, 2026 5:27 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Feldman Andrew D.
(Last) (First) (Middle)
C/O CEREBRAS SYSTEMS INC.
1237 E. ARQUES AVENUE
(Street)
SUNNYVALE CA 94085
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2026 		3. Issuer Name and Ticker or Trading Symbol
Cerebras Systems Inc. [ CBRS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO, President
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 14,163,697 (1)
D
Class A Common Stock 50,000
I
By GRAT 1
Class A Common Stock 50,000
I
By GRAT 2
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (2) 05/13/2029 Class A Common Stock 1,150,000 2.4 D
Stock Option (2) 12/07/2030 Class A Common Stock 600,000 2.72 D
Stock Option (2) 01/11/2032 Class A Common Stock 150,000 7.89 D
Stock Option (3) 02/13/2033 Class A Common Stock 150,000 5.02 D
Stock Option (4) 02/06/2034 Class A Common Stock 800,000 5.48 D
Explanation of Responses:
1. Includes 6,867,340 restricted stock units ("RSUs") that vest according to the terms of the applicable award agreement, including 5,700,000 RSUs that are eligible to vest starting six months following completion of the Issuer's initial public offering in three separate tranches in the event certain market capitalization hurdles are achieved. Each RSU represents a contingent right to receive one share of the Issuer's newly issued Class B common stock following the reclassification of the outstanding Class A common stock that will occur immediately prior to the completion of the Issuer's initial public offering.
2. The stock option is fully vested and exercisable.
3. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2023.
4. The stock option vests in 48 substantially equal monthly installments beginning on February 1, 2024.
Remarks:
Exhibit 24 - Power of Attorney.
Shirley Li, Attorney-in-Fact 05/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

EX-24

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SEC Filings