We advised Cloudflare on the offering

Davis Polk advised Cloudflare on its Rule 144A offering of $2.5 billion aggregate principal amount of its 0% convertible senior notes due 2031, which included $325 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. The convertible senior notes were issued on August 13, 2026. We also advised the company on the related capped call transactions.Cloudflare intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions and the remainder of the net proceeds for general corporate purposes, which may include working capital, capital expenditures, repayment of outstanding indebtedness and potential acquisitions and strategic transactions.

Cloudflare, Inc. is the leading connectivity cloud company on a mission to help build a better internet. It empowers organizations to make their employees, applications and networks faster and more secure everywhere, while reducing complexity and cost. Cloudflare’s connectivity cloud delivers the most full-featured, unified platform of cloud-native products and developer tools, so any organization can gain the control they need to work, develop and accelerate its business.

The Davis Polk capital markets team included partner Emily Roberts and associates Julia Molo, Jared Madnick, Alexis Aguila Johnson and Larry Lo. The equity derivatives team included partner Mark M. Mendez and associates Danielle Forni, Alexander S. Pettingell, Zifeng Zeng and Selena Zhijun Fu. Members of the Davis Polk team are based in the New York and Northern California offices.

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