8-KEarnings & ResultsRegulation FDOther Events+1

Cloudflare, Inc. 8-K Report, Financial Results (Feb 13, 2020)

Filed February 13, 2020For Securities:NET

Summary

Cloudflare, Inc. (NET) filed an 8-K on February 13, 2020, to report its financial results for the fiscal quarter and year ended December 31, 2019. This filing primarily serves to furnish the press release containing these results, which details the company's performance and financial condition. Investors should note that the information furnished is not deemed "filed" for Section 18 purposes and is incorporated by reference only if expressly stated in future SEC filings. An important update for investors relates to the expiration of the lock-up agreements for executive officers, directors, and certain stockholders. Originally set to expire on March 11, 2020, the lock-up period will now terminate early, at the beginning of trading on February 19, 2020. This adjustment is due to the lock-up expiration coinciding with the company's quarterly blackout period, which begins on March 1, 2020. This early expiration will allow a significant number of shares to become available for trading sooner than initially anticipated.

Key Highlights

  • 1Cloudflare reported financial results for the fiscal quarter and year ended December 31, 2019.
  • 2The press release containing the financial results is furnished as an exhibit to the 8-K.
  • 3Information furnished in this 8-K is not considered 'filed' for Section 18 of the Securities Exchange Act of 1934.
  • 4Lock-up agreements for insiders and early stockholders will expire early.
  • 5The lock-up expiration date has been moved from March 11, 2020, to February 19, 2020.
  • 6This early expiration is due to the lock-up period coinciding with the company's quarterly insider trading blackout period, which starts March 1, 2020.
  • 7Market standoff agreements will also be released upon the expiration of the lock-up.

Frequently Asked Questions

The lock-up agreements, originally scheduled to expire on March 11, 2020, will now expire early at the beginning of trading on February 19, 2020. This means shares held by executive officers, directors, and certain stockholders will become available for trading on this earlier date.

The lock-up period is expiring early because its original end date of March 11, 2020, falls within a period where trading would be restricted under Cloudflare's insider trading policy (a 'blackout period' commencing March 1, 2020). To avoid this conflict, the lock-up agreements allow for an earlier expiration up to ten trading days before the blackout period begins.

When information is 'furnished' (as opposed to 'filed'), it means the company is providing it to the SEC for disclosure purposes but is not subject to the same level of liability under Section 18 of the Securities Exchange Act of 1934. This is a common practice for press releases containing earnings information and does not generally affect the substance of the disclosed results for investors, but it does alter the legal implications of the statements made.

The detailed financial results are presented in the press release issued by Cloudflare, Inc. dated February 13, 2020, which is furnished as Exhibit 99.1 to this 8-K filing. You can also typically find this information on Cloudflare's investor relations website.