OpenAI accounts for about $816 million of the $1.09 billion of customer-warrant assets on Cerebras Systems’ balance sheet at 30 September, or 75%, by our arithmetic from the third-quarter Form 10-Q Cerebras filed with the SEC on 12 November. Cerebras records those assets as a reduction in revenue through October 2031.
In the third quarter, though, the OpenAI warrant cut revenue by only $3.2 million of the $36.4 million total, about 9%. The other $33.2 million relates to the warrants Cerebras issued to G42 and to an Amazon entity, by our arithmetic.
Business Pill · Concentration
A short explainer on concentration: when a few big pieces make the total. It teaches the general idea only and does not discuss Cerebras.
The key insight: As we read the 10-Q, the warrant asset and the quarterly cut point at different customers: OpenAI is about 75% of the $1.09 billion balance, by our arithmetic, but only $3.2 million of the $36.4 million third-quarter reduction came from its warrant.
The 10-Q describes three customer warrant programmes. G42 received a warrant in December 2025 for up to 1,857,516 shares of Class N common stock at $0.01 a share, valued at $82.02 a share at grant, and exercised it in full in January 2026. A second G42 warrant in April 2026, for up to 1,655,975 shares valued at $90.23, was exercised in full that month; Cerebras recorded a $149.4 million warrant asset for it.
OpenAI’s warrant, issued with its Master Relationship Agreement in December 2025, covers up to 33,445,026 Class N shares at $0.00001 a share. It vests in tranches tied to the funding of an approximately $1.0 billion working capital loan, delivery of committed and additional capacity, and “certain market capitalization or customer payment thresholds”. Vesting conditions were met for 4,459,337 shares in January and 5,574,171 in June.
In its OpenAI section the 10-Q reports $822.9 million of additions to customer warrant assets in the first nine months and nil in the third quarter. That equals the 10,033,508 vested OpenAI shares at the $82.02 grant-date value, by our arithmetic. All 10,033,508 had been exercised by 30 September.
In June Cerebras issued a warrant to Amazon.com NV Investment Holdings LLC for up to 2,696,678 shares at an exercise price of $100.00, valued at $185.38 a share. Of those, 269,668 vested at once; the rest vest on “specified payment thresholds” tied to payments by Amazon Web Services. Cerebras recorded a $50.0 million asset, which is 269,668 shares at $185.38, by our arithmetic.
Cerebras’ customer-warrant asset at 30 September and its third-quarter reduction in revenue, split between the OpenAI warrant and the G42 and Amazon warrants. Balances by holder and all shares are our arithmetic from the 10-Q.
Where the Third-Quarter Cut Fell
Cerebras recognised $36.4 million in the quarter and $82.7 million in nine months as a reduction in revenue, “in proportion to the amount of related revenues recognized”. Of the quarter’s amount, $17.1 million came off hardware revenue and $19.3 million off cloud and other services.
Revenue under the OpenAI arrangement was $72.4 million in the quarter, net of $3.2 million of warrant amortization, and $146.8 million in nine months, net of $6.5 million. The 10-Q says OpenAI accounted for 34% of third-quarter revenue, the Mohamed bin Zayed University of Artificial Intelligence (MBZUAI) for 38% and G42 for 7%; G42 and MBZUAI are related parties to each other.
Hardware revenue fell $27.9 million, or 29%, from a year earlier. The 10-Q attributes the drop to “$17.1 million in amortization of customer warrant assets as a reduction of revenue and $10.8 million of lower hardware deliveries on existing customer arrangements”.
Revenue Before the Warrants, by Our Arithmetic
Adding the $36.4 million back gives third-quarter revenue of $247.2 million, up 82% from $135.7 million a year earlier, against the 55% growth reported. On the same basis hardware revenue was $86.0 million, down 11% rather than 29%, and cloud and other services $161.3 million.
GAAP gross profit was $42.1 million. The warrant amortization alone equals 86.5% of that figure, by our arithmetic. The 10-Q says the amortization “negatively impacts sequential revenuegrowth trends in the near term” and expects gross margin swings “primarily driven by the amortization of customer warrant assets, which will reduce reported revenue in future periods”.
The customer-warrant asset was $140.2 million current and $951.8 million non-current at 30 September, against $152.4 million at the end of 2025. That year-end figure equals the first G42 warrant’s 1,857,516 shares at $82.02, by our arithmetic. Our results piece covers the raised outlook and the $26.1 billion backlog.
What Has Not Vested
At 30 September 23,411,518 OpenAI warrant shares had not vested, by our arithmetic (33,445,026 less 10,033,508). Cerebras judged the tranches tied to the working capital loan, the committed capacity and the market-capitalization or payment threshold as probable of vesting; the tranches tied to additional capacity were “not considered probable of vesting”.
OpenAI holds an option on an additional 1.25 gigawatts of inference capacity, for up to 2.0 gigawatts in total by the end of 2030; the warrant structure behind that deal was the subject of our September piece. On the Amazon warrant, 2,427,010 shares remain subject to payment thresholds before its fifth anniversary.
As we read the hardware line, more than half of the 29% drop is the warrant: the 10-Q attributes $17.1 million of the $27.9 million decline to warrant amortization and $10.8 million to lower deliveries.
As we read the vesting terms, the asset follows vesting: in each of the three programmes the recorded asset equals the vested shares times the grant-date value, by our arithmetic, and 23,411,518 OpenAI shares had not vested at 30 September.
Cerebras Systems, Form 10-Q for the quarter ended 30 September 2026
“This non-cash reduction in revenue negatively impacts sequential revenuegrowth trends in the near term”
Three Implications
FOR INVESTORS The 10-Q says the remaining customer-warrant balance will be recorded as a reduction in revenue through October 2031; Cerebras excludes that amortization from its non-GAAP core revenue.
FOR CUSTOMERS The OpenAI tranches tied to additional capacity were not considered probable of vesting; the Amazon warrant vests on payment thresholds tied to payments by Amazon Web Services.
FOR OUR COVERAGE We will report the split of warrant amortization between G42 and Amazon if Cerebras discloses it.
The framework says: “the capex race is no longer a corporate spending cycle. It is a sovereign-scale financing problem dressed in tech-company clothing.”
As we read the 10-Q, customer warrants are one piece of that financing at Cerebras: OpenAI funded an approximately $1.0 billion working capital loan and received a warrant whose tranches vest with capacity delivery. The framework predates these filings and does not discuss Cerebras.
Cerebras’ third-quarter 2026 revenue as reported and with the $36.4 million of customer-warrant amortization added back ($17.1 million hardware, $19.3 million cloud and other services), from the 10-Q. The added-back figures are our arithmetic, not a company measure.
What Is Not Established
The 10-Q gives the OpenAI share of warrant amortization; in the sections we read it does not split the remaining $33.2 million between G42 and Amazon. The 75% share is our arithmetic from OpenAI’s $822.9 million of additions less its $6.5 million of amortization; Cerebras does not present a balance by holder in the sections we read. Revenue before warrant amortization is our arithmetic, not a company measure; Cerebras’ own non-GAAP core revenue also removes pass-through revenue.
The 10-Q says only that the remaining balance will be recorded as a reduction in revenue through October 2031; we did not find a year-by-year schedule.
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OpenAI’s warrant makes up about 75% of the $1.09 billion customer-warrant asset, by our arithmetic, which Cerebras says will be recorded as a reduction in revenue through October 2031. It accounted for only $3.2 million of the $36.4 million reduction in the third quarter. Before that deduction, quarterly revenue was $247.2 million, up 82%, by our arithmetic.
A note on sourcing. Warrant terms, balances, amortization, customer shares and quotes come from Cerebras’ Form 10-Q for the quarter ended 30 September (accepted by the SEC at 22:11 UTC on 12 November) and its third-quarter earnings release (8-K Exhibit 99.1, 21:03 UTC). Balances by holder, revenue before warrant amortization and all shares marked as ours are our arithmetic.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
