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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cloudflare, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 31, 2025 |
Cloudflare Announces Second Quarter 2025 Financial Results •Second quarter revenue totaled $512. |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| July 31, 2025 |
Exhibit 10.3 CLOUDFLARE, INC. 2024 KEY EXECUTIVE CHANGE IN CONTROL AND SEVERANCE POLICY AND SUMMARY PLAN DESCRIPTION This Cloudflare, Inc. 2024 Key Executive Change in Control and Severance Policy and Summary Plan Description (the “Policy”) has been adopted by Cloudflare, Inc. (“Cloudflare” or the “Company”), in order to provide certain specified severance pay and benefits to Eligible Employees if |
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| June 17, 2025 |
Exhibit 99.2 Cloudflare, Inc. Announces Pricing of Offering of $1.75 Billion of 0% Convertible Senior Notes Due 2030 SAN FRANCISCO – June 13, 2025 – Cloudflare, Inc. (“Cloudflare”) (NYSE: NET) today announced the pricing of $1.75 billion aggregate principal amount of Convertible Senior Notes due 2030 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualifie |
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| June 17, 2025 |
Exhibit 10.2 Execution Version FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 11, 2025 (this “Amendment”), by and among Cloudflare, Inc., a Delaware corporation (the “Borrower”), the Guarantors (as defined in the Credit Agreement referenced below), the Lenders (as defined below) party hereto and Citibank, N.A., as Administrative Age |
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| June 17, 2025 |
Form of Capped Call Transaction Confirmation. Exhibit 10.1 []1 To: Cloudflare, Inc. 101 Townsend Street San Francisco, California 94107 From: [] Re: [Base]2[Additional]3 Capped Call Transaction Ref. No: []4 Date: [], 2025 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 11, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 17, 2025 |
Exhibit 99.1 Cloudflare, Inc. Announces Proposed Private Offering of $1.75 Billion of Convertible Senior Notes Due 2030 SAN FRANCISCO – June 11, 2025 – Cloudflare, Inc. (“Cloudflare”) (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $1.75 billion aggregate principal amount of Convertible Senior Notes due 2030 (the “notes”) in a private offering (t |
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| June 17, 2025 |
Exhibit 4.1 CLOUDFLARE, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 17, 2025 0% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01. Designation and Amount 14 Section |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 5, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 8, 2025 |
Form of Performance Stock Unit Agreement Exhibit 10.1 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Capitalized terms that are not defined in this Notice of Performance-Based Restricted Stock Unit Award and Performance-Based Restricted Stock Unit Agreement (the “Notice of Grant”), the General Terms and Conditions of Performance-Bas |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 8, 2025 |
Cloudflare Announces First Quarter 2025 Financial Results •First quarter revenue totaled $479. |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 21, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| March 27, 2025 |
Cloudflare Appoints Three New Board Members Cloudflare Appoints Three New Board Members Stacey Cunningham, former President of the New York Stock Exchange, John Graham-Cumming, former Cloudflare CTO, and Dr. |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 25, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cloudflare, Inc. |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| February 20, 2025 |
Exhibit 19.1 Cloudflare, Inc. Insider Trading Policy (Amended July 19, 2023) The Board of Directors (the “Board”) of Cloudflare, Inc. (together with its affiliates and subsidiaries, the “Company,” “we,” “our,” or “Cloudflare”) has adopted this Insider Trading Policy (the “Policy”) in order to take an active role in the prevention of insider trading violations by the members of the Board (the “Dire |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 6, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| February 6, 2025 |
Cloudflare Announces Fourth Quarter and Fiscal Year 2024 Financial Results •Fourth quarter revenue totaled $459. |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 5, 2025 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2024 |
Cloudflare Announces Third Quarter 2024 Financial Results •Third quarter revenue totaled $430. |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2024 |
Cloudflare Announces Second Quarter 2024 Financial Results •Second quarter revenue totaled $401. |
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| August 1, 2024 |
EXECUTION VERSION SECTION 1.01 REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of May 17, 2024 among CLOUDFLARE, INC., the Guarantors party hereto, the Lenders and Issuing Banks party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent CITIBANK, N.A., WELLS FARGO BANK, N.A. and MIZUHO BANK LTD., as Joint Lead Arrangers CITIBANK, N.A., as Sole Bookrunner Table of Contents Page |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 1, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 17, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Num |
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| July 22, 2024 |
2024 Key Executive Change in Control and Severance Policy CLOUDFLARE, INC. 2024 KEY EXECUTIVE CHANGE IN CONTROL AND SEVERANCE POLICY AND SUMMARY PLAN DESCRIPTION This Cloudflare, Inc. 2024 Key Executive Change in Control and Severance Policy and Summary Plan Description (the “Policy”) has been adopted by Cloudflare, Inc. (“Cloudflare” or the “Company”), in order to provide certain specified severance pay and benefits to Eligible Employees if their employ |
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| July 10, 2024 |
NET / Cloudflare, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Cloudflare, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18915M107 (CUSIP Number) June 28, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| June 6, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 17, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 2, 2024 |
Cloudflare Announces First Quarter 2024 Financial Results •First quarter revenue totaled $378. |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| April 19, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 29, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 21, 2024 As filed with the Securities and Exchange Commission on February 21, 2024 Registration No. |
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| February 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cloudflare, Inc. |
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| February 21, 2024 |
Exhibit 97.1 Cloudflare, Inc. COMPENSATION RECOVERY POLICY As adopted on October 17, 2023 Cloudflare, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intend |
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| February 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| February 21, 2024 |
Form of Performance Stock Option Agreement Exhibit 10.16 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN PERFORMANCE STOCK OPTION AGREEMENT NOTICE OF PERFORMANCE STOCK OPTION GRANT AND PERFORMANCE STOCK OPTION AGREEMENT Capitalized terms that are not defined in this Notice of Performance Stock Option Grant and Performance Stock Option Agreement (the “Notice of Grant”), the Terms and Conditions of Performance Stock Option Grant, or any of the e |
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| February 21, 2024 |
2019 Equity Incentive Plan and related form agreements. Exhibit 10.2 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN (Adopted on August 30, 2019; Effective as of one business day immediately prior to the Registration Date; Most recently amended April 26, 2022) 1. Purposes of the Plan. 2 2. Shares Subject to the Plan. 2 3. Administration of the Plan. 3 4. Stock Options. 5 5. Restricted Stock. 7 6. Restricted Stock Units. 7 7. Stock Appreciation Rights. 8 8. |
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| February 13, 2024 |
NET / Cloudflare, Inc. / SANDS CAPITAL MANAGEMENT, LLC Passive Investment SC 13G/A 1 net13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1) * Cloudflare, Inc. (Name of Issuer) Class A Common Stock, par valu |
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| February 13, 2024 |
NET / Cloudflare, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0627-cloudflareincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Cloudflare Inc Class A Title of Class of Securities: Common Stock CUSIP Number: 18915M107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to de |
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| February 12, 2024 |
NET / Cloudflare, Inc. / Prince Matthew - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 9, 2024 |
NET / Cloudflare, Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Cloudflare, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18915M107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 8, 2024 |
Cloudflare Announces Fourth Quarter and Fiscal Year 2023 Financial Results •Fourth quarter revenue totaled $362. |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 8, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 2, 2023 |
Cloudflare Announces Third Quarter 2023 Financial Results •Third quarter revenue totaled $335. |
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| November 2, 2023 |
2019 Equity Incentive Plan, as amended, and related form agreements. Exhibit 10.1 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN (Adopted on August 30, 2019; Effective as of one business day immediately prior to the Registration Date; Most recently amended April 26, 2022) 1. Purposes of the Plan. 2 2. Shares Subject to the Plan. 2 3. Administration of the Plan. 3 4. Stock Options. 5 5. Restricted Stock. 7 6. Restricted Stock Units. 7 7. Stock Appreciation Rights. 8 8. |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 2, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 2, 2023 |
Amended and Restated 2019 Employee Stock Purchase Plan and related form agreements. Exhibit 10.2 Cloudflare, Inc. AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan |
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| August 3, 2023 |
Cloudflare Announces Second Quarter 2023 Financial Results •Second quarter revenue totaled $308. |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 3, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 1, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 11, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 27, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 27, 2023 |
Cloudflare Announces First Quarter 2023 Financial Results •First quarter revenue totaled $290. |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| February 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cloudflare, Inc. |
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| February 24, 2023 |
As filed with the Securities and Exchange Commission on February 24, 2023 As filed with the Securities and Exchange Commission on February 24, 2023 Registration No. |
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| February 24, 2023 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Cloudflare, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its ent |
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| February 14, 2023 |
SC 13G 1 13gcloudflare.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. ) Cloudflare, Inc. (Name of Issuer) Class A Common Stock, par val |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cloudflare, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 18915M107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 10, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 9, 2023 |
Cloudflare Announces Fourth Quarter and Fiscal Year 2022 Financial Results •Fourth quarter revenue totaled $274. |
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| February 9, 2023 |
SC 13G/A 1 tv0602-cloudflareincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Cloudflare Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 18915M107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to d |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 9, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 25, 2023 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 3, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 3, 2022 |
Cloudflare Announces Third Quarter 2022 Financial Results ?Third quarter total revenue totaled $253. |
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| October 31, 2022 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CLOUDFLARE, INC. (As Amended and Restated on October 26, 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS? MEETINGS 9 2.6 QUORUM 9 2.7 |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 26, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| August 4, 2022 |
Exhibit 10.4 FIRST AMENDMENT TO OFFICE LEASE AGREEMENT This First Amendment to Office Lease Agreement (?First Amendment?) is made and entered into as of June 17, 2022 by and between Ichi Juu Ichi DE, LLC, a Delaware limited liability company (?Landlord?) and Cloudflare, Inc. a Delaware corporation (?Tenant?). Landlord and Tenant are sometimes referred in this First Amendment individually to as a ? |
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| August 4, 2022 |
Lease Agreement between the Registrant and Civitas Equity Fund I, LLC, dated as of May 31, 2022. Exhibit 10.3 LEASE AGREEMENT BY AND BETWEEN CIVITAS EQUITY FUND I, LLC, a California limited liability company AS LANDLORD and CLOUDFLARE, INC., a Delaware corporation AS TENANT DATED March 21, 2022 09247\00 I \4214879.v8 TABLE OF CONTENTS Page Index of Defined Terms iv Basic Lease Information v 1. Demise 1 2. Premises 1 3. Term; Termination Right 2 4. Rent 3 5. Utilities and Services 7 6. Late Ch |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 4, 2022 |
Cloudflare Announces Second Quarter 2022 Financial Results ?Second quarter total revenue totaled $234. |
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| June 8, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 2, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 5, 2022 |
Cloudflare Announces First Quarter 2022 Financial Results •First quarter total revenue totaled $212. |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 5, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 21, 2022 |
Form of Amended and Restated Performance Stock Option Agreement Exhibit 10.1 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN PERFORMANCE STOCK OPTION AGREEMENT NOTICE OF PERFORMANCE STOCK OPTION GRANT AND PERFORMANCE STOCK OPTION AGREEMENT Capitalized terms that are not defined in this Notice of Performance Stock Option Grant and Performance Stock Option Agreement (the ?Notice of Grant?), the Terms and Conditions of Performance Stock Option Grant, or any of the ex |
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| April 21, 2022 |
DEFA14A 1 net-defa14anotice2022.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted b |
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| April 21, 2022 |
DEF 14A 1 net-def14adefinitiveproxy2.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi |
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| April 21, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 22, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporati |
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| April 6, 2022 |
As filed with the Securities and Exchange Commission on April 6, 2022 As filed with the Securities and Exchange Commission on April 6, 2022 Registration No. |
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| April 6, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Cloudflare, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, $0.00 |
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| April 6, 2022 |
Area 1 Security Inc., 2013 Stock Incentive Plan Exhibit 4.2 AREA 1 SECURITY, INC. 2013 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2013 Stock Incentive Plan (the ?Plan?) of Area 1 Security, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by |
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| March 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| March 1, 2022 |
As filed with the Securities and Exchange Commission on March 1, 2022 As filed with the Securities and Exchange Commission on March 1, 2022 Registration No. |
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| March 1, 2022 |
Cloudflare, Inc. AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN Exhibit 10.3 Cloudflare, Inc. AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan |
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| March 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cloudflare, Inc. |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| February 14, 2022 |
SC 13G/A 1 d310136dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) C |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 10, 2022 |
Exhibit 99.1 Cloudflare Announces Fourth Quarter and Fiscal Year 2021 Financial Results ? Fourth quarter revenue totaled $193.6 million, representing an increase of 54% year-over-year; fiscal year 2021 revenue totaled $656.4 million, representing an increase of 52% year-over-year ? Record dollar-based net retention of 125%, representing an increase of 600 basis points year-over-year, driven by con |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 10, 2022 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| February 9, 2022 |
SC 13G/A 1 tv0608-cloudflareincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Cloudflare Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 18915M107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to d |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th |
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| December 27, 2021 |
Exhibit 10.1 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN PERFORMANCE STOCK OPTION AGREEMENT NOTICE OF PERFORMANCE STOCK OPTION GRANT AND PERFORMANCE STOCK OPTION AGREEMENT Capitalized terms that are not defined in this Notice of Performance Stock Option Grant and Performance Stock Option Agreement (the ?Notice of Grant?), the Terms and Conditions of Performance Stock Option Grant, or any of the ex |
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| December 27, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 22, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 5, 2021 |
Exhibit 4.2 CLOUDFLARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 13, 2021 0% Convertible Senior Notes due 2026 TABLE OF CONTENTS ARTICLE 1 Definitions Page Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . Designations and Amount 14 Section 2.02 . F |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 4, 2021 |
Cloudflare Announces Third Quarter 2021 Financial Results ?Third quarter total revenue totaled $172. |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 13, 2021 |
Exhibit 99.1 Cloudflare, Inc. Announces Proposed Private Offering of $1 Billion of Convertible Senior Notes Due 2026 SAN FRANCISCO ? August 9, 2021 ? Cloudflare, Inc. (?Cloudflare?) (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $1 billion aggregate principal amount of Convertible Senior Notes due 2026 (the ?notes?) in a private offering (the ?o |
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| August 13, 2021 |
Exhibit 99.2 Cloudflare, Inc. Announces Upsize and Pricing of Offering of $1.125 Billion of 0% Convertible Senior Notes Due 2026 SAN FRANCISCO ? August 10, 2021 ? Cloudflare, Inc. (?Cloudflare?) (NYSE: NET) today announced the pricing of $1.125 billion aggregate principal amount of 0% Convertible Senior Notes due 2026 (the ?notes?) in a private offering (the ?offering?) to qualified institutional |
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| August 13, 2021 |
Form of Capped Call Transaction Confirmation Exhibit 10.1 [ ]1 To: Cloudflare, Inc. 101 Townsend Street San Francisco, California 94107 From: [ ] Re: [Base]2[Additional]3 Capped Call Transaction Ref. No: [ ]4 Date: [ ], 2021 Dear Ladies and Gentlemen: The purpose of this communication (this ?Confirmation?) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the ?Transac |
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| August 13, 2021 |
Exhibit 4.1 CLOUDFLARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 13, 2021 0% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount 14 Section 2.02 . Fo |
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| August 6, 2021 |
Amended and Restated Change in Control and Severance Policy. CLOUDFLARE, INC. CHANGE IN CONTROL AND SEVERANCE POLICY (Adopted on August 30, 2019; Originally Effective as of the Effective Date; Amended most recently April 26, 2021) This Change in Control and Severance Policy (the ?Policy?) is designed to provide certain protections to a select group of designated management or highly compensated key employees of Cloudflare, Inc. (?Cloudflare? or the ?Company |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 5, 2021 |
Cloudflare Announces Second Quarter 2021 Financial Results ?Second quarter total revenue totaled $152. |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 7, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 3, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 7, 2021 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 6, 2021 |
Cloudflare Announces First Quarter 2021 Financial Results ?First quarter revenue totaled $138. |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 6, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 21, 2021 |
DEF 14A 1 net-def14aproxy2021.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only |
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| February 25, 2021 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| February 25, 2021 |
2019 Employee Stock Purchase Plan, as amended, and related form agreements. Exhibit 10.3 Cloudflare, Inc. AMENDED AND RESTATED 2019 EMPLOYEE STOCK PURCHASE PLAN 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan |
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| February 25, 2021 |
S-8 1 cloudflareincs-8.htm S-8 As filed with the Securities and Exchange Commission on February 25, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0805829 (State or other jurisdiction of incorporation or organizat |
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| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 16, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Cloudflare, Inc. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 18915M107 (CUSIP Number) Dec |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate th |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 11, 2021 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 11, 2021 |
CLOUDFLARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Cloudflare Announces Fourth Quarter and Fiscal Year 2020 Financial Results •Fiscal year 2020 revenue totaled $431 million, representing an increase of 50% year-over-year; Q4 revenue totaled $126 million, also representing an increase of 50% year-over-year •Fiscal year 2020 GAAP operating margin of (24. |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Cloudflare Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 18915M107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| December 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 16, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 5, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 5, 2020 |
CLOUDFLARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (thousands, except per share data) Cloudflare Announces Third Quarter 2020 Financial Results •Third quarter revenue totaled $114. |
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| August 10, 2020 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 6, 2020 |
CLOUDFLARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (thousands, except per share data) Cloudflare Announces Second Quarter 2020 Financial Results •Second quarter revenue totaled $99. |
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| June 5, 2020 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 2, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 15, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| May 15, 2020 |
Form of Capped Call Transaction Confirmation. EX-10.1 Exhibit 10.1 []1 To: Cloudflare, Inc. 101 Townsend Street San Francisco, California 94107 From: [] Re: [Base]2[Additional]3 Capped Call Transaction Ref. No: []4 Date: [], 2020 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Tra |
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| May 15, 2020 |
EX-99.2 Exhibit 99.2 Cloudflare, Inc. Announces Pricing of Offering of $500 Million of 0.75% Convertible Senior Notes Due 2025 SAN FRANCISCO – May 13, 2020 – Cloudflare, Inc. (“Cloudflare”) (NYSE: NET) today announced the pricing of $500 million aggregate principal amount of Convertible Senior Notes due 2025 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pur |
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| May 15, 2020 |
EX-99.1 Exhibit 99.1 Cloudflare, Inc. Announces Proposed Private Offering of $500 Million of Convertible Senior Notes Due 2025 SAN FRANCISCO – May 12, 2020 – Cloudflare, Inc. (“Cloudflare”) (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of Convertible Senior Notes due 2025 (the “notes”) in a private offeri |
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| May 15, 2020 |
EX-4.1 Exhibit 4.1 CLOUDFLARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 15, 2020 0.75% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount 14 Section 2. |
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| May 11, 2020 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 7, 2020 |
Amended and Restated Bylaws of the Registrant. Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CLOUDFLARE, INC. (As Amended and Restated on May 5, 2020) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 6 2.6 QUORUM 6 2.7 ADJOU |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 5, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 7, 2020 |
CLOUDFLARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (thousands, except per share data) Cloudflare Announces First Quarter 2020 Financial Results •First quarter revenue totaled $91 million, growing 48% year-over-year •Q1 GAAP gross margin of 77. |
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| April 22, 2020 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 22, 2020 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share DEF 14A - - DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| March 4, 2020 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of Cloudflare, Inc. (“us,” “our,” “we” or the “Company”) is a summary of the rights of our common stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as currently in effect. This summary does not purport to be complete and is qualified in its ent |
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| March 4, 2020 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share 10-K - Annual Report - 10-K Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39 |
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| February 14, 2020 |
18915M107 / Cloudflare Inc / Pelion Ventures VI, L.P. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Cloudflare, Inc. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 18915M107 (CUSIP Number) Dece |
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| February 14, 2020 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2020 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* CLOUDFLARE, INC. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M 107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2020 |
18915M107 / Cloudflare Inc / VENROCK ASSOCIATES V LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2020 |
CLOUDFLARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Cloudflare Announces Fourth Quarter and Fiscal Year 2019 Financial Results •Fiscal year 2019 revenue totaled $287 million, growing 49% year-over-year •Q4 revenue grew 51% year-over-year to $84 million •Q4 GAAP gross margin of 78. |
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| February 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 13, 2020 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| February 12, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT (this “Agreement”), is made and entered into as of February 5, 2020, by and between Future Fund Board of Guardians (“FFBG”) and Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908) (“FF” and together with FFBG, the “FF Parties”). The FF Parties hereby acknowledge and agree that the Statement on Schedule 13G to which this Agre |
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| February 12, 2020 |
18915M107 / Cloudflare Inc / Future Fund Board of Guardians - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cloudflare, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 18915M107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 7, 2020 |
Exhibit 99.1 Cloudflare Acquires S2 Systems Corporation for Next-Gen Browser Isolation Acquisition brings patented technology to Cloudflare for Teams San Francisco, CA, January 7, 2020 — Cloudflare, Inc. (NYSE: NET), the security, performance, and reliability company helping to build a better Internet, today announced that it has acquired S2 Systems Corporation (S2), a company that has developed p |
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| January 7, 2020 |
Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 31, 2019 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 12, 2019 |
Amended and Restated Bylaws of the Registrant. EX-3.2 3 net-20190930x10qex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CLOUDFLARE, INC. (Adopted on August 30, 2019; effective upon the closing of the Corporation’s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL M |
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| November 12, 2019 |
Amended and Restated Certificate of Incorporation of the Registrant. EX-3.1 2 net-20190930x10qex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDFLARE, INC. Cloudflare, Inc., a Delaware corporation, hereby certifies that: 1. The Corporation was incorporated under the name Cloudflare, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 17, 2009. 2. |
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| November 12, 2019 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2019 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2019 |
Exhibit 99.1 Cloudflare Announces Third Quarter Financial Results •Q3 revenue grew 48% year-over-year to $73.9 million •Q3 GAAP gross margin of 78.3%, representing an increase of 70 basis points year-over-year; Non-GAAP gross-margin of 78.9%, representing an increase of 92 basis points year-over-year •Raised net proceeds of $565 million in Initial Public Offering San Francisco, CA, November 7, 201 |
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| September 13, 2019 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share S-8 - - S-8 S-8 1 d795321ds8.htm S-8 As filed with the Securities and Exchange Commission on September 13, 2019 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 27-0805829 (State or other jurisdiction of incorporation or organization) |
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| September 13, 2019 |
35,000,000 Shares Cloudflare, Inc. Class A Common Stock 424B4 1 d735023d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-233296 35,000,000 Shares Cloudflare, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of Cloudflare, Inc. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price is $15.00 per share. We |
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| September 11, 2019 |
As filed with the Securities and Exchange Commission on September 11, 2019. Table of Contents As filed with the Securities and Exchange Commission on September 11, 2019. |
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| September 11, 2019 |
Cloudflare, Inc. Update and Supplement to Preliminary Prospectus Dated September 3, 2019 FWP 1 d802436dfwp.htm FWP Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated September 11, 2019 Relating to Preliminary Prospectus dated September 3, 2019 Registration No. 333-233296 Cloudflare, Inc. Update and Supplement to Preliminary Prospectus Dated September 3, 2019 This free writing prospectus relates to the initial public offering of Class A common |
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| September 10, 2019 |
8-A12B 1 d939304d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLOUDFLARE, INC. (Exact name of registrant as specified in its charter) Delaware 27-0805829 (State of incorporation or organization) (I.R.S. Employer Identificatio |
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| September 10, 2019 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share CORRESP - - September 10, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara Jacobs Stephen Krikorian Melissa Walsh Jeffrey Kauten Re: Cloudflare, Inc. Registration Statement on Form S-1 File No. 333-233296 Acceleration Request Requested Date: Thursday, September 12, 2019 Requested Time: 4:00 p.m., Eastern Dayligh |
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| September 10, 2019 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share CORRESP - - CORRESP 1 filename1.htm September 10, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara Jacobs Stephen Krikorian Melissa Walsh Jeffrey Kauten Re: Cloudflare, Inc. Registration Statement on Form S-1 File No. 333-233296 Acceleration Request Requested Date: September 12, 2019 Requested Time: 4:00 P.M. Ea |
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| September 3, 2019 |
Offer Letter between the Registrant and Michelle Zatlyn. EX-10.7 12 d735023dex107.htm EX-10.7 Exhibit 10.7 August 30, 2019 Ms. Michelle Zatlyn c/o Cloudflare, Inc. 101 Townsend St. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Ms. Zatlyn: This letter agreement (the “Agreement”) is entered into between Michelle Zatlyn (“you”) and Cloudflare, Inc. (the “Company” or “we”), effective as of August 30, 2019 (the “Effective Date”), to confirm |
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| September 3, 2019 |
Form of Indemnification Agreement between the Registrant and each of its directors and officers. Exhibit 10.1 CLOUDFLARE, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Cloudflare, Inc., a Delaware corporation (together with its subsidiaries, the ?Company?), and [insert name] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as |
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| September 3, 2019 |
Offer Letter between the Registrant and Matthew Prince. EX-10.6 11 d735023dex106.htm EX-10.6 Exhibit 10.6 August 30, 2019 Mr. Matthew Prince c/o Cloudflare, Inc. 101 Townsend St. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Mr. Prince: This letter agreement (the “Agreement”) is entered into between Matthew Prince (“you”) and Cloudflare, Inc. (the “Company” or “we”), effective as of August 30, 2019 (the “Effective Date”), to confirm t |
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| September 3, 2019 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant. Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDFLARE, INC. Cloudflare, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Cloudflare, Inc. The Corporation?s original Certifica |
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| September 3, 2019 |
Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDFLARE, INC. Cloudflare, Inc., a Delaware corporation, hereby certifies that: 1. The Corporation was incorporated under the name Cloudflare, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 17, 2009. 2. The Amended and Restated Certificate of |
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| September 3, 2019 |
2019 Executive Incentive Compensation Plan. Exhibit 10.4 CLOUDFLARE, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company?s objectives. 2. Definitions. (a) ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Par |
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| September 3, 2019 |
As filed with the Securities and Exchange Commission on September 3, 2019. Table of Contents As filed with the Securities and Exchange Commission on September 3, 2019. |
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| September 3, 2019 |
Offer Letter between the Registrant and Douglas Kramer. EX-10.9 14 d735023dex109.htm EX-10.9 Exhibit 10.9 August 30, 2019 Mr. Douglas Kramer c/o Cloudflare, Inc. 101 Townsend St. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Mr. Kramer: This letter agreement (the “Agreement”) is entered into between Douglas Kramer (“you”) and Cloudflare, Inc. (the “Company” or “we”), effective as of August 30, 2019 (the “Effective Date”), to confirm t |
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| September 3, 2019 |
Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF CLOUDFLARE, INC. (Adopted on ) (Effective upon the closing of the Corporation?s initial public offering) TABLE OF CONTENTS Page ARTICLE I?CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II?MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOC |
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| September 3, 2019 |
Form of Underwriting Agreement. Exhibit 1.1 Cloudflare, Inc. Class A Common Stock Underwriting Agreement , 2019 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC J.P. Morgan Securities LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o J.P. Morgan Securities LLC 383 Madi |
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| September 3, 2019 |
Change in Control and Severance Policy Exhibit 10.10 CLOUDFLARE, INC. CHANGE IN CONTROL AND SEVERANCE POLICY (Adopted on August 30, 2019; Effective as of the Effective Date) This Change in Control and Severance Policy (the ?Policy?) is designed to provide certain protections to a select group of designated key employees of Cloudflare, Inc. (?Cloudflare? or the ?Company?) or any of its subsidiaries if their employment is involuntarily t |
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| September 3, 2019 |
2019 Employee Stock Purchase Plan and related form agreements. Exhibit 10.3 CLOUDFLARE, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 |
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| September 3, 2019 |
Offer Letter between the Registrant and Thomas Seifert. Exhibit 10.8 August 30, 2019 Mr. Thomas Seifert c/o Cloudflare, Inc. 101 Townsend St. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Mr. Seifert: This letter agreement (the ?Agreement?) is entered into between Thomas Seifert (?you?) and Cloudflare, Inc. (the ?Company? or ?we?), effective as of August 30, 2019 (the ?Effective Date?), to confirm the terms and conditions of your empl |
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| September 3, 2019 |
2019 Equity Incentive Plan and related form agreements. Exhibit 10.2 CLOUDFLARE, INC. 2019 EQUITY INCENTIVE PLAN (Adopted on August 30, 2019; Effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan 2 2. Shares Subject to the Plan 2 3. Administration of the Plan 3 4. Stock Options 5 5. Restricted Stock 7 6. Restricted Stock Units 8 7. Stock Appreciation Rights 8 8. Performance Stock Units and Performance Shar |
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| August 15, 2019 |
List of subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF CLOUDFLARE, INC. None(1) (1) The registrant has omitted the names of its subsidiaries that, when considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X. |
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| August 15, 2019 |
Lease Agreement between the Registrant and Civitas Equity Fund I, LLC, dated as of April 18, 2014 Exhibit 10.10 LEASE AGREEMENT BY AND BETWEEN CIVITAS EQUITY FUND I, LLC, a California limited liability company AS LANDLORD and CLOUDFLARE, INC., a Delaware corporation AS TENANT DATED APRIL 18, 2014 TABLE OF CONTENTS Page Index of Defined Terms iv Basic Lease Information v 1. Demise 1 2. Premises 1 3. Term; Termination Right 2 4. Rent 3 5. Utilities and Services 7 6. Late Charge 8 7. Security Dep |
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| August 15, 2019 |
2010 Equity Incentive Plan and related form agreements. Exhibit 10.5 CLOUDFLARE, INC. AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 9, 2010 APPROVED BY THE STOCKHOLDERS: NOVEMBER 19, 2010 APPROVED BY THE BOARD OF DIRECTORS: NOVEMBER 19, 2010 APPROVED BY THE BOARD OF DIRECTORS: NOVEMBER 4, 2014 APPROVED BY THE STOCKHOLDERS: NOVEMBER 4, 2014 APPROVED BY THE BOARD OF DIRECTORS: JULY 26, 2017 APPROVED BY THE BOARD |
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| August 15, 2019 |
Form of Class A common stock certificate of the Registrant. Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF Cloudflare, Inc. (hereinafter called the ?Company?), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly en |
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| August 15, 2019 |
Power of Attorney (included on the signature page to this Registration Statement on Form S-1). Table of Contents As filed with the Securities and Exchange Commission on August 15, 2019. |
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| August 15, 2019 |
Office Lease Agreement between the Registrant and Ichi Juu Ichi, dated as of November 1, 2017. Exhibit 10.11 111 Townsend Street San Francisco, California 94107 OFFICE LEASE AGREEMENT BETWEEN Ichi Juu Ichi, LLC, a California limited liability company (?Landlord?) AND Cloudflare, Inc., a Delaware corporation (?Tenant?) OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (the ?Lease?) is made and entered into as of the first day of November 2017 (?Effective Date?), by and between Ichi Juu Ichi |
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| August 15, 2019 |
Exhibit 4.2 CLOUDFLARE, INC. INVESTORS? RIGHTS AGREEMENT THIS INVESTORS? RIGHTS AGREEMENT is made as of the 4th day of September, 2018, by and among Cloudflare, Inc., a Delaware corporation (the ?Company?) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor,? and any Additional Purchaser (as defined in the Purchase Agreement) that b |
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| August 15, 2019 |
Amended and Restated Bylaws of the Registrant, as currently in effect. Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CLOUDFLARE, INC. (A DELAWARE CORPORATION) BYLAWS OF CLOUDFLARE, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The corporation shall also have and maintain a |
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| August 15, 2019 |
Form of convertible preferred stock warrant. Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| August 15, 2019 |
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDFLARE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cloudflare, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of this |
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| August 2, 2019 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share DRSLTR - - DRSLTR August 2, 2019 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance Office of Information Technologies and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Barbara Jacobs Stephen Krikorian Melissa Walsh Jeffrey Kauten Re: Cloudflare, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 28, 2019 CIK N |
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| August 2, 2019 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 2, 2019. |
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| August 2, 2019 |
AMENDED AND RESTATED BYLAWS CLOUDFLARE, INC. (A DELAWARE CORPORATION) Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CLOUDFLARE, INC. (A DELAWARE CORPORATION) BYLAWS OF CLOUDFLARE, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The corporation shall also have and maintain a |
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| August 2, 2019 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLOUDFLARE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Cloudflare, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. That the name of this |
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| June 28, 2019 |
Exhibit 10.5 CLOUDFLARE, INC. AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: MARCH 9, 2010 APPROVED BY THE STOCKHOLDERS: NOVEMBER 19, 2010 APPROVED BY THE BOARD OF DIRECTORS: NOVEMBER 19, 2010 APPROVED BY THE BOARD OF DIRECTORS: NOVEMBER 4, 2014 APPROVED BY THE STOCKHOLDERS: NOVEMBER 4, 2014 APPROVED BY THE BOARD OF DIRECTORS: JULY 26, 2017 APPROVED BY THE BOARD |
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| June 28, 2019 |
CLOUDFLARE, INC. INVESTORS’ RIGHTS AGREEMENT Exhibit 4.2 CLOUDFLARE, INC. INVESTORS? RIGHTS AGREEMENT THIS INVESTORS? RIGHTS AGREEMENT is made as of the 4th day of September, 2018, by and among Cloudflare, Inc., a Delaware corporation (the ?Company?) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor,? and any Additional Purchaser (as defined in the Purchase Agreement) that b |
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| June 28, 2019 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 28, 2019. |
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| June 28, 2019 |
NET / Cloudflare, Inc. Class A common stock, par value $0.001 per share DRSLTR - - DRSLTR CONFIDENTIAL TREATMENT REQUESTED BY CLOUDFLARE, INC.: NET-001 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK |
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| June 28, 2019 |
SUBSIDIARIES OF CLOUDFLARE, INC. Exhibit 21.1 SUBSIDIARIES OF CLOUDFLARE, INC. None(1) (1) The registrant has omitted the names of its subsidiaries that, when considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X. |
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| June 28, 2019 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| June 28, 2019 |
Exhibit 10.10 LEASE AGREEMENT BY AND BETWEEN CIVITAS EQUITY FUND I, LLC, a California limited liability company AS LANDLORD and CLOUDFLARE, INC., a Delaware corporation AS TENANT DATED APRIL 18, 2014 TABLE OF CONTENTS Page Index of Defined Terms iv Basic Lease Information v 1. Demise 1 2. Premises 1 3. Term; Termination Right 2 4. Rent 3 5. Utilities and Services 7 6. Late Charge 8 7. Security Dep |
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| June 28, 2019 |
Exhibit 10.11 111 Townsend Street San Francisco, California 94107 OFFICE LEASE AGREEMENT BETWEEN Ichi Juu Ichi, LLC, a California limited liability company (?Landlord?) AND Cloudflare, Inc., a Delaware corporation (?Tenant?) OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (the ?Lease?) is made and entered into as of the first day of November 2017 (?Effective Date?), by and between Ichi Juu Ichi |
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| May 24, 2019 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 24, 2019. |
