NET: Material agreement · New financial obligation · Unregistered securities sale · Other company developments

Item 1.01. Entry into a Material Definitive Agreement. Convertible Notes and the Indenture On August 13, 2026, Cloudflare, Inc. (the “Company”) issued $2.50 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated August 13, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes will not bear regular interest and the principal amount of the Notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradable as required by the Indenture. The Notes will mature on August 15, 2031, unless earlier redeemed, repurchased or converted in accordance with their terms. The conversion rate for the Notes will initially be 2.0123 shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $496.94 per share of the Class A Common Stock. The initial conversion price of the Notes represents a premium of approximately 60% to the last reported sale price of $310.59 per share of the Class A Common Stock on The New York Stock Exchange on August 10, 2026. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following the occurrence of a make-whole fundamental change (as defined in the Indenture), or if the Company issues a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its No