OpenAI is simultaneously Cerebras’s anchor customer, construction lender, strategic partner and potential low-teens shareholder.
Committed capacity:
OpenAI may option another 1.25GW by 2030, reaching 2GW total.
Agreement value: more than $20B. Hardware purchases may substitute for cloud capacity.
$1.005B working-capital loan
OpenAI funded $1.0046B into a restricted lockbox for infrastructure, software and manufacturing.
6% interest; maturity no later than December 31, 2032.
Repayment may use cash, compute services, hardware, pass-through charges or certain asset transfers.
A redacted contractual cap prevents investors from knowing how much can be repaid noncash.
June 30, 2026:
H1 noncash financing-component interest: $38.6M, added to deferred revenue.
If Cerebras defaults or the MRA terminates for reasons other than OpenAI’s uncured material breach, the loan may accelerate; OpenAI can control the lockbox and claim funded assets or rights up to the amount owed.
OpenAI warrant
Up to 33,445,026 non-voting Class N shares at a near-zero $0.00001 strike.
The warrant represented 15% of December 2025 fully diluted capitalization; full exercise would imply a low-teens economic stake after issuance.
Vesting is tied to loan funding, market-cap/payment thresholds and delivery of committed/additional capacity.
Vested and exercised by July 2026:
Grant-date value of exercised shares: ~$822.9M.
Remaining potential shares: 23.4M. Full vesting requires OpenAI to purchase the full 2GW.
Accounting and takeaway
Warrant value is recorded as a customer asset and amortized as contra-revenue.
H1 OpenAI revenue was $74.4M, net of $3.3M of warrant amortization.
The warrant is noncash but represents real dilution and a potentially multibillion-dollar customer-acquisition cost.
Economic interpretation: while Cerebras performs, the loan resembles customer-financed capacity; if execution fails, it becomes secured debt. OpenAI receives strong downside protection plus substantial equity upside, while Cerebras receives the financing and anchor demand needed to scale.