8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

Cloudflare, Inc. 8-K Report, Material Agreement (Aug 13, 2026)

Filed August 13, 2026For Securities:NET

Summary

Cloudflare, Inc. has announced a significant financing event through the issuance of $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031. These notes are convertible into Cloudflare's Class A common stock at an initial conversion price of approximately $496.94 per share, representing a substantial premium of 60% to the stock's last reported sale price of $310.59 on August 10, 2026. The company has also entered into Capped Call Transactions for $259.5 million to mitigate potential dilution and cash outflows associated with note conversions. The net proceeds from the note offering, after accounting for the capped call costs, are approximately $2,202.8 million, which Cloudflare intends to use for general corporate purposes, including working capital, capital expenditures, debt repayment, and strategic transactions.

Key Highlights

  • 1Cloudflare issued $2.50 billion in 0% Convertible Senior Notes due 2031.
  • 2The initial conversion price is approximately $496.94 per share, a 60% premium over the last trading price.
  • 3The company entered into Capped Call Transactions costing $259.5 million to hedge against dilution and cash payments upon conversion.
  • 4Net proceeds from the offering are approximately $2,202.8 million.
  • 5Proceeds are allocated for general corporate purposes, including working capital, capital expenditures, debt repayment, and strategic initiatives.
  • 6The notes are senior unsecured obligations, ranking pari passu with existing unsecured debt and senior to subordinated debt.
  • 7A Second Amendment to the Credit Agreement adjusts the cap on unrestricted cash in leverage ratio calculations to $2.0 billion.

Frequently Asked Questions

Cloudflare issued $2.50 billion in 0% Convertible Senior Notes due August 15, 2031. These notes do not bear regular interest and do not accrete principal. They are convertible into Cloudflare's Class A common stock at an initial conversion price of approximately $496.94 per share, which is a 60% premium to the stock price on August 10, 2026. The company can redeem the notes under specific conditions after August 20, 2029.

Cloudflare entered into Capped Call Transactions for $259.5 million to hedge against the potential dilution to its Class A common stock and to reduce potential cash payments that might be required if the notes are converted. These transactions are designed to offset these impacts up to a cap price of $854.1225 per share.

The net proceeds from the offering, after deducting the cost of the Capped Call Transactions, are approximately $2,202.8 million. Cloudflare intends to use these funds for general corporate purposes, which may include working capital, capital expenditures, repayment of outstanding indebtedness, and potential acquisitions and strategic transactions.

The new convertible notes are senior unsecured obligations of Cloudflare. They rank equal in right of payment to the company's other unsecured indebtedness, senior to any subordinated indebtedness, but effectively junior to any secured indebtedness to the extent of the value of the collateral securing such debt. They are also structurally junior to all indebtedness and liabilities of Cloudflare's subsidiaries.