Cloudflare Inc
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
- Financial Statements
See Index to Consolidated Financial Statements in Item 8 herein.
- Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
- Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-39039 | 3.1 | November 12, 2019 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-39039 | 3.1 | October 31, 2022 |
| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1 | 333-233296 | 4.1 | August 15, 2019 |
| 4.2 | Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain holders of its capital stock, dated as of September 4, 2018. | S-1 | 333-233296 | 4.2 | August 15, 2019 |
| 4.3 | Description of Capital Stock. | 10-K | 001-39039 | 4.3 | February 24, 2023 |
| 4.4 | Indenture, dated as of August 13, 2021, between Cloudflare, Inc. and U.S. Bank National Association, as trustee. | 10-Q | 001-39039 | 4.2 | November 5, 2021 |
| 4.5 | Form of 0% Convertible Senior Notes due 2026 (included in Exhibit 4.6). | 10-Q | 001-39039 | 4.3 | November 5, 2021 |
| 10.1+ | Form of Indemnification Agreement between the Registrant and each of its directors and officers. | S-1/A | 333-233296 | 10.1 | September 3, 2019 |
| 10.2+* | 2019 Equity Incentive Plan and related form agreements. | ||||
| 10.3+ | Amended and Restated 2019 Employee Stock Purchase Plan and related form agreements. | 10-Q | 001-39039 | 10.2 | November 2, 2023 |
| 10.4+ | 2019 Executive Incentive Compensation Plan. | S-1/A | 333-233296 | 10.4 | September 3, 2019 |
| 10.5+ | Area 1 Security Inc., 2013 Stock Incentive Plan | S-8 | 333-264158 | 4.2 | April 6, 2022 |
| 10.5+ | Amended and Restated Change in Control and Severance Policy. | 10-Q | 001-39039 | 10.1 | August 6, 2021 |
| 10.6+ | Offer Letter between the Registrant and Matthew Prince. | S-1/A | 333-233296 | 10.6 | September 3, 2019 |
| 10.7+ | Offer Letter between the Registrant and Michelle Zatlyn. | S-1/A | 333-233296 | 10.7 | September 3, 2019 |
| 10.8+ | Offer Letter between the Registrant and Thomas Seifert. | S-1/A | 333-233296 | 10.8 | September 3, 2019 |
| 10.9+ | Offer Letter between the Registrant and Douglas Kramer. | S-1/A | 333-233296 | 10.9 | September 3, 2019 |
| 10.10 | Lease Agreement between the Registrant and Civitas Equity Fund I, LLC, dated as of May 31, 2022. | 10-Q | 001-39039 | 10.3 | August 4, 2022 |
| 10.11 | Office Lease Agreement between the Registrant and Ichi Juu Ichi, dated as of November 1, 2017. | S-1 | 333-233296 | 10.11 | August 15, 2019 |
| 10.12 | First Amendment to Office Lease Agreement between the Registrant and Ichi Juu Ichi, dated as of June 17, 2022. | 10-Q | 001-39039 | 10.4 | August 4, 2022 |
| 10.13+ | 2010 Equity Incentive Plan and related form agreements. | S-1 | 333-233296 | 10.5 | August 15, 2019 |
| 10.14 | Form of Capped Call Transaction Confirmation. | 8-K | 001-39039 | 10.1 | May 15, 2020 |
| 10.15 | Form of Capped Call Transaction Confirmation | 8-K | 001-39039 | 10.1 | August 13, 2021 |
| 10.16+* | Form of Performance Stock Option Agreement | ||||
| 21.1 | List of subsidiaries of the Registrant. | S-1 | 333-233296 | 21.1 | August 15, 2019 |
| 23.1* | Consent of KPMG LLP, independent registered public accounting firm. | ||||
| 24.1* | Power of Attorney (included in signature pages hereto). | ||||
| 31.1* | Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1† | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1+* | Compensation Recovery Policy | ||||
| 101 | The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover PageInteractive Data File (formatted as inline XBRL and containedin Exhibit 101) |
- Filed herewith.
- Indicates management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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