Cloudflare prices $1.125B 0% convertible notes due 2026; exchanges $400M of 2025 notes

Cloudflare, Inc.

Offering upsized from $1B to $1.125B; initial conversion price ~$191.34 per share (52.5% premium to $125.47 close).
Net proceeds ~$1,108M; ~$75M used for capped call transactions, ~$400.7M to exchange 2025 notes.
Exchange of $400M aggregate principal of 0.75% 2025 notes for cash and 7,558,509 shares; $175M of 2025 notes remain.
Capped call transactions with strike ~$191.34 and cap ~$250.94 reduce dilution on conversion; expire over 40 days through Aug 2026.
Notes mature Aug 15, 2026; redeemable after Aug 20, 2024 if stock price ≥130% of conversion price for 20 of 30 trading days.

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