Cloudflare, Inc. filed an 8-K with the SEC on August 13, 2026, disclosing that it issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 pursuant to an indenture dated the same day.

Key Highlights

  • $2.50 billion raised: Cloudflare issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due August 15, 2031.
  • Zero interest rate: According to the filing, the Notes will not bear regular interest and the principal amount will not accrete.
  • Initial conversion price: The conversion rate is set at 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.
  • 60% premium: The initial conversion price represents a premium of approximately 60% to the last reported sale price of $310.59 per share on August 10, 2026.
  • Redemption window: The company may not redeem the Notes prior to August 20, 2029, except for a cleanup redemption if the outstanding principal falls below $200.0 million.
  • Senior unsecured obligations: The Notes rank equal in right of payment to the company's existing 0% convertible senior notes due 2026 ($1.125 billion) and due 2030 ($2.00 billion).

Cloudflare's $2.5 Billion Convertible Note Offering: Key Terms and Structure

Cloudflare, Inc. (NYSE:NET) disclosed in an 8-K filed August 13, 2026, that it entered into an indenture with U.S. Bank Trust Company, National Association, as trustee, and issued $2.50 billion in aggregate principal of 0% Convertible Senior Notes due 2031. According to the filing, the Notes carry no regular interest and the principal will not accrete, though special interest may apply in limited circumstances tied to reporting obligations or tradability requirements under the Indenture.

The filing states that the Notes are convertible at the option of holders prior to May 15, 2031, subject to specified conditions, including if the Class A Common Stock trades at or above 130% of the conversion price for at least 20 trading days in a 30-consecutive-trading-day period, among other triggers. On or after May 15, 2031, holders may convert without condition. Upon conversion, the company disclosed it may satisfy obligations in cash, shares of Class A Common Stock, or a combination, at its election.

The company also disclosed that optional redemption is permitted on or after August 20, 2029, provided the Class A Common Stock price has been at least 130% of the conversion price for at least 20 trading days in any 30-consecutive-trading-day period ending on the trading day before the redemption notice. A partial redemption limitation requires at least $100.0 million in Notes to remain outstanding and not subject to redemption. In the event of a fundamental change, holders may require the company to repurchase all or a portion of the Notes at 100% of principal, plus any accrued and unpaid special interest, the filing noted. No sinking fund is provided for the Notes.

What Was Disclosed

Cloudflare disclosed the issuance of $2.50 billion in 0% Convertible Senior Notes due 2031 under an indenture dated August 13, 2026, including conversion terms, redemption conditions, ranking relative to existing debt, and events of default.