Cloudflare Closes $2.5B Convertible Note Offering, Upsized from $2.175B
NET has more than doubled off its 52-week low of $158.83.
Summary
Cloudflare closed a $2.5 billion 0% convertible note offering due 2031, upsized from $2.175 billion, with proceeds used for general corporate purposes and capped call transactions to mitigate dilution.
Key Events · Financing and Capital Events · NET
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Convertible Note Offering Closed
Cloudflare issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031, upsized from $2.175 billion after the initial purchasers exercised their option in full.
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Conversion Terms
The notes convert at an initial rate of 2.0123 shares per $1,000 principal amount, equivalent to a conversion price of approximately $496.94 per share, a 60% premium to the August 10 closing price of $310.59.
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Capped Call Transactions
Cloudflare used $259.5 million of the net proceeds to enter into capped call transactions with a strike price of $496.9438 and a cap price of $854.1225, designed to offset potential dilution upon conversion.
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Net Proceeds
The offering generated approximately $2,462.3 million in net proceeds after deducting discounts, commissions, and estimated offering expenses.
Analysis · NET · Technology
Cloudflare completed its convertible note offering at $2.50 billion, upsized from the initially announced $2.175 billion after the initial purchasers exercised their option in full. The notes carry a 0% coupon and convert at $496.94 per share, a 60% premium to the August 10 closing price. The company used $259.5 million of the $2,462.3 million net proceeds to fund capped call transactions designed to offset dilution up to a cap price of $854.12. The offering strengthens Cloudflare's balance sheet with low-cost capital, but the conversion feature creates potential future dilution if the stock appreciates significantly. The simultaneous credit agreement amendment increases the cash netting cap from $1.0 billion to $2.0 billion, providing additional financial flexibility.
How filings like this one have moved
In the 30 days to Nov 5, 2026, 43.4% of the 1274 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.16%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, NET was trading at $331.00 on NYSE in the Technology sector, with a market capitalization of approximately $117.8B. The 52-week trading range was $158.83 to $332.22. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.