Cloudflare, Inc. announced the pricing of $1.75 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 in a private offering. The notes will not bear regular interest and are set to mature on June 15, 2030.
The initial conversion rate is 4.0376 shares of Class A common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $247.67 per share. This represents a conversion premium of approximately 45% over the Class A common stock's closing price of $170.81 on June 12, 2025.
Cloudflare expects to receive approximately $1.72 billion in net proceeds from the offering. Approximately $248.0 million of these proceeds will be used to pay the cost of privately negotiated capped call transactions, with the remainder allocated for general corporate purposes, including potential acquisitions and strategic transactions.
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