# Cloudflare, Inc. (NET) — capital_raise/private_placement [announced]
Source: sec.gov · situation sit_96e94ddd1039eeb841c7 · public 6174666436366620873 · retrieved 2026-08-19T11:59:45.661Z

## Overview
Cloudflare, Inc. provides cloud-based cybersecurity and performance services, including DDoS protection, web application firewalls, and content delivery network services.

Cloudflare, Inc. issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due August 15, 2031. The Notes have an initial conversion rate of 2.0123 shares of Class A Common Stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $496.94 per share, representing a 60% premium to the last reported sale price of $310.59 per share on August 10, 2026. The Notes will not bear regular interest and the principal amount will not accrete. The Notes may bear special interest under specified circumstances relating to the Company's failure to comply with reporting obligations or if the Notes are not freely tradable. The net proceeds from the offering were approximately $2,462.3 million after deducting the Initial Purchasers' discounts and commissions and the Company's estimated offering expenses, with $259.5 million of net proceeds used to pay the cost of Capped Call Transactions.

## Terms
- Deal value: $2.50B · Consideration: cash · Premium: 60.0% · Price/share: $496.94

## Key dates
- Announced 2026-08-13

## Timeline
- 2026-08-13 · 8-K (0000950103-26-012340): 8-K - Cloudflare, Inc. — *Cloudflare, Inc. provides cloud-based cybersecurity and performance services, including DDoS protection, web application firewalls, and content delivery network services.* Cloudflare, Inc. issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due August 15, 2031. The Notes have an initial conversion rate of 2.0123 shares of Class A Common Stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $496.94 per share, representing a 60% premium to the last reported sale price of $310.59 per share on August 10, 2026. The Notes will not bear regular interest and the principal amount will not accrete. The Notes may bear special interest under specified circumstances relating to the Company's failure to comply with reporting obligations or if the Notes are not freely tradable. The net proceeds from the offering were approximately $2,462.3 million after deducting the Initial Purchasers' discounts and commissions and the Company's estimated offering expenses, with $259.5 million of net proceeds used to pay the cost of Capped Call Transactions.
  https://www.sec.gov/Archives/edgar/data/1477333/0000950103-26-012340.txt

## Citations
- 0000950103-26-012340 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326012340