Form 8-K

8-K — Cerebras Systems Inc.

Accession: 0001628280-26-056186

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0002021728

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cbrs-20260812.htm (Primary)

EX-99.1 (cbrsannouncesfinancialresu.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cbrs-20260812.htm · Sequence: 1

cbrs-20260812

0002021728FALSE00020217282026-08-122026-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 12, 2026

___________________________________

Cerebras Systems Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

001-43284

(Commission File Number)

81-2256092

(I.R.S. Employer Identification Number)

1237 E. Arques Avenue

Sunnyvale, California 94085

(Address of principal executive offices and zip code)

(650) 933-4980

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.00001 par value per share

CBRS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition

On August 12, 2026, Cerebras Systems Inc. announced its financial results for the quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibit.

Exhibit No.

Description

99.1

Press release dated August 12, 2026 relating to the financial results for the quarter ended June 30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cerebras Systems Inc.

By:

/s/ Robert Komin

Name:

Robert Komin

Title:

Chief Financial Officer

EX-99.1

Filename: cbrsannouncesfinancialresu.htm · Sequence: 2

Document

Cerebras Systems Fast Inference Cloud Business Nearly Quadruples in Second Quarter 2026

•GAAP cloud revenue grew 281%, core cloud revenue grew 287% from a year ago

•600 MW of data center capacity now under contract

•Manufacturing capacity to scale more than 10x in 2026

•OpenAI launch partner for frontier model GPT-5.6 Sol

•Partnerships with AMD and AWS establish Cerebras as the leader in disaggregated inference

SUNNYVALE, Calif. — August 12, 2026 — Cerebras Systems (NASDAQ: CBRS), maker of the world’s fastest AI infrastructure, today announced financial results for the second quarter ended June 30, 2026.

“This was an outstanding quarter for Cerebras. Core revenue more than doubled to $210 million, and our cloud business nearly quadrupled year-over-year,” said Andrew Feldman, Cerebras co-founder and CEO. “Speed changes what AI can do. It makes AI more useful, more productive, and opens entirely new markets. As a result, the demand for fast inference is enormous and Cerebras is scaling to meet it, securing more data center capacity, expanding manufacturing, and growing with customers and partners including OpenAI, AWS, AMD, and CrowdStrike.”

“Our quarterly results exceeded our guidance across all core business metrics. The market has responded strongly to the value of fast inference. We significantly improved core gross and operating margins compared to a year ago,” said Bob Komin, Chief Financial Officer of Cerebras. “We have made rapid progress in key areas required to deliver exceptional growth against our remaining performance obligations of $25.4 billion, and plan to more than triple revenue in 2027.”

Q2 2026 Financial Highlights

Core Financial Results are all non-GAAP metrics (and exclude the impacts of non-cash amortization of customer warrants and stock-based compensation, data center pass-through revenues and costs, and certain other items):

•Record GAAP cloud and other services revenue of $126.0 million, up 281% year-over-year; Record core cloud and other services revenue of $127.7 million, up 287% year-over-year.

•GAAP total revenue of $180.1 million, up 74% year-over-year; Core total revenue of $209.9 million, up 103% year-over-year.

•GAAP gross margin of 14%; Core gross margin of 41%, an improvement of approximately 940 basis points from Q2’25.

•GAAP operating margin of (265%); Core operating margin of (16%), an improvement of approximately 2,600 basis points from Q2’25.

•Strong liquidity with cash, cash equivalents, restricted cash, and short-term investments of $8.6 billion and debt capacity of $850 million.

Business Highlights: General

•Successfully raised $6.4 billion in gross proceeds through our IPO and closed a revolving credit facility for up to $850 million to accelerate the pace of our data center acquisitions.

•$25.4 billion in remaining performance obligations as of June 30, 2026.

Business Highlights: Capacity

•Data Center Capacity Expansion: Increased data center capacity, live and under contract for delivery by the end of 2027 to more than 600 MW. Increased pipeline of data center opportunities to gigawatts.

•Manufacturing Capacity Expansion: New factory lines added at contract manufacturers Flex, Sanmina, and Rocket EMS. Manufacturing capacity to increase more than 10x in 2026.

•Supply Chain Capacity Expansion: Secured TSMC wafer supply needed for continued growth. Well positioned with other component vendors to meet the rapid growth forecasted in 2027 and beyond.

•Supply Chain Advantages: Through our wafer-scale architecture, we avoid many of the components that are currently in short supply. We do not use HBM memory, CoWoS packaging or 3nm fabrication technology, all of which are currently supply limited.

Business Highlights: Capabilities

•Enabled support for OpenAI GPT-5.6 Sol at 750 tokens per second.

•Stood up pioneering disaggregated inference solutions with AMD to deliver Cerebras speed while increasing throughput by up to 5x, which will be in production in Q4 2026.

•Deepened our partnership with AWS and expect to bring Cerebras’s disaggregated inference and the same 5x throughput benefits to Amazon Bedrock in the first quarter of 2027.

Business Highlights: Customers

•Signed new cloud capacity agreements with leading AI coding companies including Cognition and Lovable.

•Cerebras fast inference serves as the foundation for agentic flows in industries ranging from finance to life sciences with customers including Block, Figma, AlphaSense, and GSK.

•Pioneered a new segment of the security market with CrowdStrike. Cerebras fast inference enables inline security using LLMs for a large portion of enterprise traffic.

Third Quarter 2026 Financial Outlook

Core Non-GAAP Financial Outlook:

•Core revenue of approximately $214 to $216 million

•Core gross margin in the range of 38% - 40%

•Core operating margins in the range of (25%) to (23%)

Full Year 2026 Financial Outlook

Core Non-GAAP Financial Outlook has been raised for all metrics:

•Core revenue of $880 to $890 million

•Core gross margin in the range of 41% - 43%

•Core operating margins in the range of (19%) to (17%)

Earnings Webcast and Conference Call

Cerebras Systems will host a conference call to review its financial results for the second quarter of 2026 and to discuss our financial outlook today at 2 p.m. PT (5 p.m. ET). Interested parties may join the conference call via the webcast and can be accessed at the Cerebras website at https://investors.cerebras.ai/. The webcast will be recorded and available for replay on the same website following the conclusion of the conference call.

About Cerebras Systems

Cerebras Systems (NASDAQ: CBRS) builds the world’s fastest AI infrastructure. The Cerebras team of pioneering computer architects, computer scientists, AI researchers, and engineers of all types came together to make AI blisteringly fast through innovation and invention. Cerebras believes that when AI is fast, it will change the world. Leading global corporations, research institutes, and governments choose Cerebras to run their AI workloads. Cerebras solutions are available on premises and in the cloud.

Investor Relations

Sean Dorsey

investors@cerebras.ai

Media Relations

Kriselle Laran

pr@cerebras.ai

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of applicable securities laws. All statements other than statements of historical fact could be deemed to be forward-looking, including, but not limited to, statements regarding Cerebras’s expectations regarding growth in its revenue, customer demand, outlook for Q3, full year 2026 and 2027, the timing, execution and anticipated benefits of customer and partner arrangements, deployments and capacity expansion initiatives, ability to secure and deliver increased data center capacity, maintain and increase manufacturing capacity and supply chain capacity, realize remaining performance obligations, provide disaggregated inference architecture with industry leading speed and increasing throughput, growing with customers and partners such as AMD and AWS, winning new customers and partners, and expanding into new industries and markets, and any assumptions relating to the foregoing. The words “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “objective,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Cerebras’s control. These risks and uncertainties include, but are not limited to: Cerebras’s ability to sustain and manage its growth, access borrowings and other sources of capital on acceptable terms, and deploy available capital to support growth; its history of net losses and ability to achieve and maintain profitability; its limited operating history at its current scale and ability to accurately forecast revenue and appropriately budget and manage expenses; its dependence on a limited number of significant customers, including OpenAI, Group 42 Holding Ltd, Mohamed bin Zayed University of Artificial Intelligence, and AWS, and the potential impact of any reduction in demand from, material adverse development in its relationships with, or failure to meet its obligations to, such customers, including under its Master Relationship Agreement with OpenAI; the timing, execution and expected benefits of its strategic customer, partner and financing arrangements; its historical reliance on sales of hardware systems and the early-stage, rapidly evolving market for its cloud-based offerings and AI infrastructure; its ability to secure sufficient data center capacity and capital to support its cloud-based offerings; its ability to launch new offerings and add new product capabilities; and its ability to compete effectively in the rapidly evolving and competitive market for AI computing solutions.

Cerebras’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors. Accordingly, undue reliance should not be placed on such statements. These forward-looking statements are made as of the date they were first issued and are based on information available to Cerebras together with Cerebras’s expectations, estimates, forecasts, projections, beliefs, and assumptions as of such date. These forward-looking statements should not be relied upon as representing Cerebras’s views as of any date subsequent to the date of this press release. Past performance is not necessarily indicative of future results. Cerebras undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Further information on potential risks that could affect actual results is included in Cerebras’s most recent filings with the Securities and Exchange Commission (the “SEC”), including in Cerebras’s most recent Quarterly Report on Form 10-Q, copies of which may be obtained by visiting Cerebras’s Investor Relations website at investors.cerebras.ai or the SEC’s website at www.sec.gov.

CEREBRAS SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue

Hardware

54,119

70,295

164,712

139,969

Cloud and other services

125,991

33,027

208,804

62,865

Total revenue

180,110

103,322

373,516

202,834

Cost of revenue

Hardware

53,141

46,649

118,072

95,059

Cloud and other services

101,410

24,574

143,709

34,072

Total cost of revenue

154,551

71,223

261,781

129,131

Gross profit

25,559

32,099

111,735

73,703

Operating expenses

Research and development

320,151

60,768

395,646

113,519

Sales and marketing

86,969

18,228

101,670

28,554

General and administrative

95,672

10,285

106,689

17,282

Total operating expenses

502,792

89,281

604,005

159,355

Loss from operations

(477,233)

(57,182)

(492,270)

(85,652)

Other income, net

26,979

368,358

29,507

374,644

Income (loss) before income taxes

(450,254)

311,176

(462,763)

288,992

Income tax expense

274

1,664

1,771

3,347

Net income (loss)

(450,528)

309,512

(464,534)

285,645

Net income (loss) attributable to common shareholders

Basic

(450,528)

120,318

(464,534)

110,580

Diluted

(450,528)

309,512

(464,534)

285,645

Net income (loss) per share attributable to common shareholders

Basic

(2.98)

2.28

(4.34)

2.11

Diluted

(2.98)

1.91

(4.34)

1.76

Weighted average shares outstanding

Basic

150,968

52,720

107,132

52,363

Diluted

150,968

161,822

107,132

162,276

CEREBRAS SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

(450,528)

309,512

(464,534)

285,645

Change in foreign currency translation adjustments, net of tax

(274)

732

638

912

Available-for-sale investments:

Change in net unrealized gain (loss) on debt securities, net of tax

2,645

(735)

3,828

(807)

Comprehensive income (loss)

(448,157)

309,509

(460,068)

285,750

CEREBRAS SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands)

June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

6,742,157

701,706

Restricted cash

684,680

228,672

Investments

1,179,390

406,531

Accounts receivable, net

123,361

50,423

Inventories

32,666

63,626

Customer warrants

167,762

60,906

Prepaid expenses and other current assets

191,698

31,782

Total current assets

9,121,714

1,543,646

Property and equipment, net

986,808

437,396

Customer warrants, net of current portion

960,635

91,447

Operating lease right-of-use assets

528,275

248,950

Other non-current assets

30,440

4,598

Total assets

11,627,872

2,326,037

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

88,313

48,630

Deferred revenue

173,735

131,049

Operating lease liability

88,422

45,865

Customer deposits

242,672

354,460

Working capital loan

736,036

—

Accrued and other current liabilities

236,910

139,536

Total current liabilities

1,566,088

719,540

Deferred revenue, net of current portion

244,529

35,847

Operating lease liability, net of current portion

480,405

215,957

Working capital loan, net of current portion

182,208

—

Total liabilities

2,473,230

971,344

Redeemable convertible preferred stock

—

1,933,348

Stockholders’ equity (deficit)

Class A common stock

Class B common stock

—

Class N common stock

—

Treasury stock

(21,456)

Additional paid-in capital

10,540,193

346,829

Accumulated other comprehensive income

5,767

1,301

Accumulated deficit

(1,369,864)

(905,330)

Total stockholders’ equity (deficit)

9,154,642

(578,655)

Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)

11,627,872

2,326,037

CEREBRAS SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities:

Net income (loss)

(464,534)

285,645

Adjustments to reconcile net income (loss) to net cash flows used in operating activities:

Stock-based compensation

386,601

22,435

Amortization of customer warrants

46,315

—

Depreciation and amortization

42,551

9,315

Non-cash lease expense

39,104

5,872

Non-cash interest expense

38,602

—

Provision for product warranties

8,430

9,000

Extinguishment of forward contract liability

—

(363,336)

Other

(2,110)

(835)

Changes in operating assets and liabilities:

Accounts receivable

(72,938)

125,508

Inventories

31,116

74,929

Prepaid expenses and other assets

(182,311)

(3,003)

Accounts payable

565

6,314

Deferred revenue

126,440

16,525

Customer deposits

(111,788)

(320,558)

Other liabilities

66,469

8,346

Net cash flows used in operating activities

(47,488)

(123,843)

Cash flows from investing activities:

Purchases of property and equipment

(548,873)

(185,094)

Purchases of investments

(1,275,515)

(20,175)

Maturities and sales of investments

514,455

117,973

Net cash flows used in investing activities

(1,309,933)

(87,296)

Cash flows from financing activities:

Proceeds from initial public offering, net of underwriting discounts and commissions

6,232,511

—

Proceeds from sale of shares of Series H redeemable convertible preferred stock

1,014,249

—

Costs incurred in connection with the sale of shares of Series H redeemable convertible preferred stock

(218)

—

Proceeds from Working Capital Loan

1,004,571

—

Proceeds from exercise of stock options

20,221

5,176

Proceeds from issuance of shares of Class N common stock

15,036

—

Fees paid for revolving credit facility

(3,801)

—

Repurchases of early exercised stock options

—

(28)

Tax withholding from tender offer and initial public offering

(416,660)

—

Payments of deferred offering costs and other financing activities

(12,667)

—

Net cash flows provided by financing activities

7,853,242

5,148

Effect of exchange rate on cash

638

912

Increase (decrease) in cash, cash equivalents, and restricted cash

6,496,459

(205,079)

Cash, cash equivalents, and restricted cash beginning of period

930,378

581,965

Cash, cash equivalents, and restricted cash end of period

7,426,837

376,886

CEREBRAS SYSTEMS INC.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(unaudited)

(in thousands)

Reconciliation of GAAP Revenue to Core Revenue:

Three Months Ended June 30,

2026

2025

Total

Hardware

Cloud and Other Services

Total

Hardware

Cloud and Other Services

GAAP revenue

180,110

54,119

125,991

103,322

70,295

33,027

Less: Pass-through revenue

(14,503)

—

(14,503)

—

Add: Amortization of customer warrant assets

44,262

28,022

16,240

—

Core revenue

209,869

82,141

127,728

103,322

70,295

33,027

Six Months Ended June 30,

2026

2025

Total

Hardware

Cloud and Other Services

Total

Hardware

Cloud and Other Services

GAAP revenue

373,516

164,712

208,804

202,834

139,969

62,865

Less: Pass-through revenue

(18,614)

—

(18,614)

—

Add: Amortization of customer warrant assets

46,315

28,991

17,324

—

Core revenue

401,217

193,703

207,514

202,834

139,969

62,865

Reconciliation of GAAP Gross Profit to Core Gross Profit:

Three Months Ended June 30,

2026

2025

Total

Hardware

Cloud and Other Services

Total

Hardware

Cloud and Other Services

GAAP gross profit

25,559

978

24,581

32,099

23,646

8,453

Less: Pass-through revenue

(14,503)

—

(14,503)

—

Add: Pass-through costs

14,075

—

14,075

—

Add: Amortization of customer warrant assets

44,262

28,022

16,240

—

Add: Stock-based compensation expense

15,353

2,760

12,593

187

140

Add: Employer payroll tax related to stock-based compensation from IPO

471

118

353

—

Core gross profit

85,217

31,878

53,339

32,286

23,693

8,593

Six Months Ended June 30,

2026

2025

Total

Hardware

Cloud and Other Services

Total

Hardware

Cloud and Other Services

GAAP gross profit

111,735

46,640

65,095

73,703

44,910

28,793

Less: Pass-through revenue

(18,614)

—

(18,614)

—

Add: Pass-through costs

18,065

—

18,065

—

Add: Amortization of customer warrant assets

46,315

28,991

17,324

—

Add: Stock-based compensation expense

16,303

2,998

13,305

513

129

384

Add: Employer payroll tax related to stock-based compensation from IPO

471

118

353

—

Core gross profit

174,275

78,747

95,528

74,216

45,039

29,177

Reconciliation of GAAP Gross Margin to Core Gross Margin:

Three Months Ended June 30,

2026

2025

Total

Hardware

Cloud and Other Services

Total

Hardware

Cloud and Other Services

GAAP gross margin

14.2

1.8

19.5

31.1

33.6

25.6

Non-GAAP adjustments

26.4

37.0

22.2

0.2

0.1

0.4

Core gross margin

40.6

38.8

41.8

31.2

33.7

26.0

Six Months Ended June 30,

2026

2025

Total

Hardware

Cloud and Other Services

Total

Hardware

Cloud and Other Services

GAAP gross margin

29.9

28.3

31.2

36.3

32.1

45.8

Non-GAAP adjustments

13.5

12.3

14.9

0.3

0.1

0.6

Core gross margin

43.4

40.7

46.0

36.6

32.2

46.4

Reconciliation of GAAP Operating Expenses to Core Operating Expenses:

Three Months Ended June 30,

2026

2025

Total

Research and Development

Sales and Marketing

General and Administrative

Total

Research and Development

Sales and Marketing

General and Administrative

GAAP operating expenses

502,792

320,151

86,969

95,672

89,281

60,768

18,228

10,285

Less: Stock-based compensation expense

(361,655)

(222,147)

(71,055)

(68,453)

(13,094)

(9,301)

(1,533)

(2,260)

Less: Employer payroll tax related to stock-based compensation from IPO

(22,307)

(16,491)

(3,907)

(1,909)

—

Core operating expenses

118,830

81,513

12,007

25,310

76,187

51,467

16,695

8,025

Six Months Ended June 30,

2026

2025

Total

Research and Development

Sales and Marketing

General and Administrative

Total

Research and Development

Sales and Marketing

General and Administrative

GAAP operating expenses

604,005

395,646

101,670

106,689

159,355

113,519

28,554

17,282

Less: Stock-based compensation expense

(370,298)

(227,846)

(72,847)

(69,605)

(21,922)

(15,013)

(3,482)

(3,427)

Less: Employer payroll tax related to stock-based compensation from IPO

(22,307)

(16,491)

(3,907)

(1,909)

—

Core operating expenses

211,400

151,309

24,916

35,175

137,433

98,506

25,072

13,855

Reconciliation of GAAP Loss from Operations to Core Operating Loss:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP loss from operations

(477,233)

(57,182)

(492,270)

(85,652)

Less: Pass-through revenue

(14,503)

—

(18,614)

—

Add: Stock-based compensation expense

377,008

13,281

386,601

22,435

Add: Pass-through costs

14,075

—

18,065

—

Add: Amortization of customer warrant assets

44,262

—

46,315

—

Add: Employer payroll tax related to stock-based compensation from IPO

22,778

—

22,778

—

Core operating loss

(33,613)

(43,901)

(37,125)

(63,217)

Reconciliation of GAAP Operating Margin to Core Operating Margin:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP operating margin

(265

(55

(132

(42

Non-GAAP adjustments

(249)

(13)

(123)

(11)

Core operating margin

(16

(42

(31

Reconciliation of GAAP Loss from Operations to Adjusted EBITDA:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP loss from operations

(477,233)

(57,182)

(492,270)

(85,652)

Add: Depreciation and amortization

24,377

5,600

42,551

9,315

Add: Stock-based compensation

377,008

13,281

386,601

22,435

Add: Employer payroll tax related to stock-based compensation from IPO

22,778

—

22,778

—

Adjusted EBITDA

(53,070)

(38,301)

(40,340)

(53,902)

Reconciliation of GAAP Net Income (Loss) to Core Net Loss:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP net income (loss)

(450,528)

309,512

(464,534)

285,645

Less: Pass-through revenue

(14,503)

—

(18,614)

—

Less: Change in fair value (extinguishment) of forward contract liability

—

(363,336)

—

(363,336)

Add: Stock-based compensation expense

377,008

13,281

386,601

22,435

Add: Pass-through costs

14,075

—

18,065

—

Add: Amortization of customer warrant assets

44,262

—

46,315

—

Add: Employer payroll tax related to stock-based compensation from IPO

22,778

—

22,778

—

Core net loss

(6,908)

(40,543)

(9,389)

(55,256)

Discussion of Non-GAAP Financial Measures

Use of non-GAAP financial measures

We use certain non-GAAP financial measures to supplement the performance measures in our consolidated financial statements, which are presented in accordance with GAAP. These non-GAAP financial measures include core total revenue, core hardware revenue, core cloud and other services revenue, core gross profit, core hardware gross profit, core cloud and other services gross profit, core gross margin, core hardware gross margin, core cloud and other services gross margin, core operating loss, core operating margin, core net loss, and adjusted earnings before interest, income tax, depreciation and amortization (“Adjusted EBITDA”). We use these non-GAAP financial measures for financial and operational decision-making and as a means to assist us in evaluating period-to-period comparisons.

Reconciliations of each of these non-GAAP financial measures to their most directly comparable GAAP measures for this quarter and prior periods are included in the tables below or elsewhere in the materials accompanying this press release.

Usefulness of non-GAAP financial measures to investors

By excluding certain items that may not be indicative of our recurring operating results from our core technology and service offerings and stock-based compensation from grants of equity awards, we believe that the non-GAAP metrics described below provide meaningful supplemental information regarding our performance. Accordingly, we believe these non-GAAP financial measures are useful to investors and others because they allow additional information with respect to financial measures used by management in its financial and operational decision-making and may be useful to our institutional investors and the analyst community to help them analyze the health of our business. Disclosure of these non-GAAP financial measures also facilitates the comparisons of Cerebras’s operating performance with the performance of other companies in the same industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a manner comparable to their core operations.

Economic substance of and material limitations associated with non-GAAP financial measures used by Cerebras

Core revenue, core hardware revenue, core cloud and other services revenue, core gross profit, core hardware gross profit, core cloud and other services gross profit, core gross margin, core hardware gross margin, core cloud and other services gross margin, core operating loss, core operating margin, Adjusted EBITDA and core net loss are adjusted, as applicable, to: (i) exclude non-cash stock-based compensation; (ii) exclude pass-through revenues and costs that are not part of our core technology and services offering; and (iii) add back non-cash amortization from customer warrants that is recorded as a reduction in revenues; (iv) exclude from core net loss the effect of the change in fair value (extinguishment) of the forward contract liability; and (v) present employer payroll tax related to stock-based compensation from IPO as an offset to the stock-based compensation adjustment in calculating core net loss. Non-GAAP adjusted EBITDA excludes the impacts of depreciation and amortization and stock-based compensation.

Core gross margin, core hardware margin, and core cloud and other services margin represent core gross profit, core hardware gross profit, and core cloud and other services gross profit, respectively, expressed as a percentage of their corresponding core revenue.

More specifically, Cerebras makes the adjustments described above for the following reasons:

•Stock-based compensation expense consists of equity awards granted based on the estimated fair value of those awards at the grant date. Although stock-based compensation is a key incentive offered to employees, Cerebras excludes these charges for the purpose of calculating these non-GAAP measures, primarily because they are non-cash expenses, and the Company’s internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding stock-based compensation expense.

•Amortization of customer warrants consists of equity granted to customers and recorded as contra-revenue. We exclude the impact of amortization of customer warrant assets recorded as contra‑revenue from our non‑GAAP results because it represents a non‑cash, valuation‑driven adjustment associated with equity instruments issued to customers.The amount and timing of this amortization may be influenced by factors outside our operational performance, including the timing of customer capacity deployment decisions and product delivery schedules, which are at the discretion of the customer. This adjustment does not reflect the underlying economics of our core revenue‑generating activities, including pricing, volume, or cost of delivering our products and services, and therefore may not be indicative of our ongoing operating performance.

•Pass-through revenue and associated pass-through cost of revenue relate to non-recurring data center start-up and recurring data center costs that are incurred on behalf of specific customers. We exclude pass‑through revenue and the associated pass-through cost of revenue from our non‑GAAP financial measures because such amounts are incurred on behalf of specific customers and do not reflect the underlying economics of our core hardware technology and services offerings and generally generate fixed minimal gross margins. These pass-through revenues and costs are dependent on the pace of customer data center build-outs, deployment schedules, and customer deployment choices and approval of associated billings. Accordingly, these amounts may fluctuate significantly between reporting periods and can obscure comparisons of our operating performance results and trends in our core business.

•The change in fair value (extinguishment) of the forward contract liability reflects the impact recognized in connection with the forward contract liability. We exclude this item from core net loss because it arose from the forward contract liability rather than from the operating performance of our core technology and services offerings.

•Employer payroll tax related to stock-based compensation from IPO is presented as an adjustment in calculating core net loss. This treatment presents the employer payroll tax separately from the non-cash stock-based compensation excluded from core net loss.

There are a number of limitations related to the use of non-GAAP financial measures, and these non-GAAP measures should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures. No reconciliation is provided with respect to certain forward-looking non-GAAP financial measures as the GAAP measures are not accessible on a forward-looking basis. We cannot reliably predict all necessary components or their impact to reconcile such financial measures without unreasonable effort. The events necessitating a non-GAAP adjustment are inherently unpredictable and may have a significant impact on our future GAAP financial results. Cerebras compensates for these limitations on the use of non-GAAP financial measures by relying primarily on its GAAP results and using non-GAAP financial measures only as a supplement. Cerebras also provides a reconciliation of each non-GAAP financial measure to its most directly comparable GAAP financial measure for this quarter and prior periods within this press release, and Cerebras encourages investors to review those reconciliations carefully.

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