Cloudflare, Inc. (NET): debt financing — Cloudflare issues $2.0B zero-coupon convertible notes due 2030; conversion premium 45%

Cloudflare, Inc.

$2.0B aggregate principal of 0% Convertible Senior Notes due 2030; net proceeds ~$1.971B after discounts and expenses.
Initial conversion price ~$247.67/share (45% premium to $170.81 closing on June 12).
Used ~$283.4M of proceeds to enter capped call transactions with cap price ~$469.73/share (175% premium).
Remainder for general corporate purposes, including working capital, capex, debt repayment, or acquisitions.
Credit agreement amended to allow deduction of up to $1.0B of convertible indebtedness (beyond 2026 notes) from net leverage ratio.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cloudflare, Inc. incurred convertible notes of $2.0 billion aggregate principal amount at 0% maturing June 15, 2030.

Instrument: convertible notes
Principal: $2.0 billion aggregate principal amount
Rate: 0%
Maturity: June 15, 2030
Event: incurrence

Exact text from the filing

On June 17, 2025, Cloudflare, Inc. (the “Company”) issued $2.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “Notes”) pursuant to an indenture, dated June 17, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

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Cloudflare, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-060250

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