Form SCHEDULE 13G Cerebras Systems Inc. Filed by: Altimeter Capital Management, LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Cerebras Systems Inc. (Name of Issuer) |
Class A common stock, $0.00001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Altimeter Capital Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,160,181.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: Note for Rows 6 and 8: Comprised of 2,516,377 outstanding shares of Class A common stock, $0.00001 par value per share ("Class A Shares") of Cerebras Systems Inc. (the "Issuer") and 4,643,804 Class A Shares issuable upon conversion of 4,643,804 shares of Class B common stock, $0.00001 par value per share ("Class B Shares") of the Issuer beneficially owned by the Reporting Person as of August 14, 2026. Class B Shares are convertible to Class A Shares at any time.
Note for Row 11: Based upon (i) 112,247,109 Class A Shares outstanding as of August 5, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on August 12, 2026 (the "Q2 10-Q") and (ii) 4,643,804 Class A Shares issuable upon conversion of 4,643,804 Class B Shares beneficially owned by the Reporting Person as of August 14, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Altimeter Capital Management General Partner, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,160,181.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note for Rows 6 and 8: Comprised of 2,516,377 outstanding Class A Shares and 4,643,804 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Person as of August 14, 2026. Class B Shares are convertible to Class A shares at any time.
Note for Row 11: Based upon (i) 112,247,109 Class A Shares outstanding as of August 5, 2026, as reported by the Issuer in the Q2 10-Q and (ii) 4,643,804 Class A Shares issuable upon conversion of 4,643,804 Class B Shares beneficially owned by the Reporting Person as of August 14, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Gerstner Bradley Thomas | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,226,432.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: Note for Rows 6 and 8: Comprised of 1,962,273 outstanding Class A Shares and 4,643,804 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Person as of August 14, 2026. Class B Shares are convertible to Class A shares at any time.
Note for Rows 5 and 7: Comprised of 66,251 outstanding Class A shares beneficially owned by the Reporting Person.
Note for Row 11: Based upon (i) 112,247,109 Class A shares outstanding as of August 5, 2026, as reported by the Issuer in the Q2 10-Q and (ii) 4,643,804 Class A Shares issuable upon conversion of 4,643,804 Class B Shares beneficially owned by the Reporting Person as of August 14, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cerebras Systems Inc. | |
| (b) | Address of issuer's principal executive offices:
1237 E. ARQUES AVE., SUNNYVALE, CALIFORNIA, 94085 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of Altimeter Capital Management General Partner LLC (the "General Partner"), Altimeter Capital Management, LP (the "Investment Manager"), and Brad Gerstner, who are collectively referred to as the "Reporting Persons." The General Partner is the sole general partner of the Investment Manager. Mr. Gerstner is the sole managing member of the General Partner. The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 14, 2026, a copy of which is attached as Exhibit 99.1. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons with respect to the shares reported hereunder is 2550 Sand Hill Rd, Suite 150, Menlo Park, Ca, 94025 | |
| (c) | Citizenship:
Each of the Investment Manager and the Fund are a Delaware limited partnership. Each of the General Partner and the Fund General Partner is a Delaware limited liability company. Mr. Gerstner is a United States citizen. | |
| (d) | Title of class of securities:
Class A common stock, $0.00001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of August 14, 2026, see responses to Item 9 on each cover page.
Class A Shares reported as beneficially owned for the General Partner the Investment Manager are held of record by several private funds (collectively, the "Altimeter Entities") for which the Investment Manager serves as the investment manager. As the managing member of the General Partner, Mr. Gerstner may be deemed to beneficially own the Class A Shares beneficially owned by the Investment Manager and General Partner.
As of June 30, 2026, the Reporting Persons beneficially owned an aggregate of 7,225,037 Class A shares of Common Stock, comprised of 6,472,702 Class B Shares and 752,335 Class A Shares, representing approximately 7.3% of the outstanding Class A Shares, as calculated pursuant to Rule 13d-3 under the Exchange Act, based upon a total of 92,130,188 Class A Shares outstanding as of June 17, 2026, as reported by the Issuer in its Quarterly Report on the Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on June 24, 2026.
As of May 31, 2026, the Reporting Persons beneficially owned an aggregate of 7,707,909 Class A Shares, comprised of 169,269 outstanding Class A Shares and 7,538,640 Class A shares issuable upon conversion of Class B shares and representing approximately 18.3% of the outstanding Class A Shares, as calculated pursuant to Rule 13d-3 under the Exchange Act, based upon a total of 34,500,000 Class A Shares outstanding immediately after completion of the Issuer's initial public offering (assuming exercise of the over-allotment option), as reported in the Issuer's registration statement on Form S-1 filed with the Securities and Exchange Commission on May 11, 2026. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS