Cloudflare, Inc. Reports Issuance of $2.50 Billion 0% Convertible Senior Notes
Summary
Cloudflare, Inc. issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 on August 13, 2026, following the pricing of an offering of $2.175 billion with an option for an additional $325.0 million (via Ex. 99.2). The sale is expected to result in approximately $2.14 billion in net proceeds. The notes will mature on August 15, 2031, and are convertible into cash, Class A common stock, or a combination. * Initial conversion rate: 2.0123 shares per $1,000 principal amount. * Initial conversion price: approximately $496.94 per share, representing a 60% premium to the last reported sale price of $310.59. * On August 10, 2026, the Company amended its Revolving Credit and Guaranty Agreement, capping the deduction for unrestricted cash, cash equivalents, and available-for-sale securities at $2.0 billion for certain leverage ratio calculations.
Why It Matters
The issuance of $2.50 billion in 0% Convertible Senior Notes, yielding approximately $2.14 billion in net proceeds (via Ex. 99.2), provides significant capital for Cloudflare. The 60% conversion premium (Item 1.01) indicates confidence in future stock performance. The amendment to the Credit Agreement (Item 8.01) modifies a key financial covenant, impacting the calculation of the consolidated total net leverage ratio.
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Key Quote
“issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 (the "Notes") pursuant to an indenture,.”
— From Item 1.01
Filing Details
Reported Items
Additional Information
- CIK Number
- 0001477333
- Filing Date
- Thursday, August 13, 2026
- Filing Time
- 12:00 AM UTC
- Form Type
- 8-K
- Materiality Level
- high
- Sentiment
- positive