Cloudflare, the web infrastructure and security company, announced plans to raise $2.175 billion through a private offering of convertible senior notes maturing on August 15, 2031, with a $325 million over-allotment option potentially bringing the total to $2.5 billion. This marks Cloudflare’s third major convertible debt issuance in four years, following a $1.125 billion offering in 2021 and a $2.0 billion issuance in June 2025. Proceeds will fund capped call transactions set at a 150% premium to the stock price to mitigate shareholder dilution. The remaining net proceeds will be used for acquisitions, working capital, capital expenditures, and debt repayment. The combined June 2025 and current offerings represent over $4 billion in fresh convertible debt within weeks of each other.
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