Plan your Cerebras Systems NSO exercise

Calculator · free · no signup · pre-IPO

Cerebras Systems is pre-IPO. Plan your NSO exercise tax (federal, state, FICA) at any expected valuation.

Beta · invite-only · AlphaLatitude Inc. · Free Tools

Your grant

Seeded from secondary-market data, as of May 13, 2026

Tax inputs

Hold strategy

1 yr
20%
20%
10.0%
Pre-IPO assumption: Expected sale price assumes a liquid market at year N. In reality, pre-IPO shares clear via tender offers (priced at a discount to the 409A or last preferred round, on the company's calendar) or at IPO (subject to lockups). Use the haircut to reflect that uncertainty.

Best after-tax payout — at year 1

$289,627

Sell + invest wins by $106,796 over Hold 1 yr.

Estimates only. Not financial advice.

Your NSO exercise pushes your top federal rate from 24% to 37%. Hover the Federal value below for the bracket-by-bracket slicing.

Sell + invest

Best payout
Bargain element (sale − strike)$517,500
Federal
State
Medicare$7,504
Additional Medicare$4,658
Market gain over 1 yr at 10.0%$27,020
LTCG on diversified gain (fed + state + NIIT)$7,593
Net at year 1$289,627

Sell every share immediately; invest the after-tax cash at the market return for 1 yr, then liquidate. Diversified — no single-stock concentration risk.

Exercise + hold 1 yr

Sale proceeds (year 1)
LTCG tax (federal + state + NIIT)$0
Net at year 1$182,831

Sold 2,619 shares at exercise to cover strike + tax; 2,381 shares held 1 yr for LTCG.

Social Security + Medicare are payroll taxes (collectively called FICA) — they apply because you're exercising as a current employee.

Both columns are stated in year-1 dollars: sell-now proceeds compound at the market return and pay LTCG on the gain at year 1; any cash paid out of pocket on the hold side carries the same opportunity cost.

Net at year N — by hold period

Sell + investExercise + hold
$0$78K$157K$235K$314KYr 1Yr 2

Estimates only. Excludes AMT (NSOs do not trigger AMT), state-AMT, multi-state moves, and disqualifying-disposition edge cases. Not financial advice.

You calculated one NSO decision. The beta plans NSOs alongside RSUs and ISOs in a single multi-year tax plan.

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About Cerebras Systems

Cerebras Systems is a privately held Semiconductors company, incorporated in Delaware and headquartered in Sunnyvale, CA. S-1 filed Apr 1, 2026.

Last reported secondary-market price: $113.5 per share (as of 2026-05-13). Your own 409A may differ.

Expected ticker CBRS.

Equity grants at Cerebras Systems typically include incentive stock options (ISOs) and non-qualified stock options (NSOs).

Cerebras Systems Inc., headquartered in Sunnyvale, California, develops semiconductors, supercomputers, and related software to power artificial intelligence deep-learning applications such as inference engines. Products include its wafer scale engine (WSE)-3 semiconductors, its CS-3 supercomputers, and its "AI inference cloud" and "AI training cloud" APIs, which allow users to access the company's computing power without buying its hardware. The company also builds data centers using its processors and supercomputers to provide cloud computing services directly to clients.

Source: Wikipedia (CC BY-SA 4.0)

Founded in 2016 by Andrew Feldman, Gary Lauterbach, Michael James, Sean Lie, and Jean-Philippe Fricker (the SeaMicro team that sold to AMD in 2012), Cerebras builds wafer-scale AI compute from its Sunnyvale headquarters. The flagship WSE-3 packs 4 trillion transistors onto a single TSMC 5nm wafer, powering CS-3 systems and a high-speed inference cloud. Customers include G42's Condor Galaxy supercomputers and Lockheed Martin. After CFIUS scrutiny of the G42 stake delayed its 2024 S-1, Cerebras refiled and is targeting a Nasdaq debut under CBRS.

Sources: en.wikipedia.org · cerebras.ai · finance.yahoo.com

Equity comp at Cerebras Systems

  • Original S-1 filed September 2024 was paused due to CFIUS review of UAE-based G42's investment (G42 accounted for 83% of 2023 revenue and 97% of 2024 hardware sales). CFIUS clearance reportedly obtained in early 2025 but IPO remained on hold; company raised $1.1B at an $8.1B valuation. Refiled S-1 in April 2026 with G42 removed from the investor list, targeting a May 14, 2026 NASDAQ listing under ticker CBRS. Holders face a concentrated tax-withholding event at IPO (about $230M earmarked for RSU settlement obligations) after roughly 18 months of regulatory uncertainty.

Sources: sec.gov · techstartups.com

Researched 2026-05-11.

OptionsAhoy is an independent tool and is not affiliated with, endorsed by, or sponsored by Cerebras Systems.

Cerebras Systems NSO exercise creates ordinary income on the bargain element (federal, state, and FICA) at the price on the day you exercise. The calculator works at any valuation, so you can model your exercise cost at the current 409A FMV, an expected IPO price, or post-IPO scenarios.

Example: at Cerebras Systems's last reported price of $113.5, exercising 5,000 NSOs with a $34.05 strike creates a $397,250 bargain element, taxed as ordinary income on the day you exercise. Combined federal + state + FICA on that bargain typically lands between $107,258 and $178,763 depending on your bracket and state. The calculator above computes the exact figure for your situation and compares selling now vs. holding through the long-term capital-gains threshold.

All Cerebras Systems tools → · Use the generic NSO Exercise Calculator for any company.

Cerebras Systems equity questions

How is a Cerebras Systems NSO exercise taxed?
Exercising a non-qualified stock option (NSO) creates ordinary income on the bargain element (the price on the day you exercise minus your strike), subject to federal income tax, state income tax, and FICA. The calculator above computes that tax for your Cerebras Systems grant and compares selling the shares now against holding past the one-year mark for long-term capital-gains treatment.
Does Cerebras Systems grant ISOs, NSOs, or RSUs?
Equity compensation at Cerebras Systems typically takes the form of incentive stock options (ISOs) and non-qualified stock options (NSOs). Incentive stock options can trigger the alternative minimum tax (AMT) when you exercise.
Are Cerebras Systems shares eligible for QSBS?
They might be. Qualified small business stock (QSBS) under Internal Revenue Code Section 1202 can exclude federal tax on much of the gain when shares were acquired at original issuance from a C-corporation while its gross assets were under $50 million, and held at least five years. Whether your Cerebras Systems shares qualify turns on when you acquired them and the company's asset size at that time.
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