Risk Profile Improvements

• ⚠ Control: Super-Voting / Founder Control (new) — Class B common stock carries 20 votes per share versus 1 vote for Class A; Class B holders will control an undisclosed percentage of voting power post-offering, concentrating control with pre-IPO insiders.
• ⚠ Accounting: Material Weakness (new) — The company has disclosed material weaknesses in its internal control over financial reporting.
• ⚠ Related-Party: Openai Warrant And Loan Tied To Offering And Post-Ipo Valuation (new) — Cerebras issued a warrant to OpenAI (a customer) for up to 33.4M shares at $0.00001/share, vesting upon commercial and market-cap milestones; OpenAI also advanced a $1.0B loan repayable through service delivery or immediately upon agreement termination.
• ⚠ Concentration: Named Customer Concentration (new) — MBZUAI accounted for 62% of 2025 revenue, G42 for 24%; OpenAI's December 2025 agreement represents a substantial portion of projected future revenues. Loss of any of these customers would materially harm the business.
• ⚠ Concentration: Single-Supplier Dependency (new) — Cerebras depends entirely on TSMC to fabricate its wafer-scale processors with no alternative foundry qualified and no long-term supply commitments; all orders are on a purchase-order basis.
• ⚠ Dilution: Large Warrant Overhang (new) — The OpenAI warrant for 33.4M shares at $0.00001/share (effectively zero strike) plus 28.4M shares underlying stock options at $4.97 weighted-average exercise price represent significant potential dilution to IPO investors.