Cloudflare, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities
On June 1, 2026, we acquired VoidZero Inc., a Delaware corporation, pursuant to the terms and conditions of an agreement and plan of merger and reorganization (merger agreement). Under the terms of the merger agreement, we sold 757,339 shares of Class A common stock to previous holders of VoidZero equity interests.
The foregoing transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offering. The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as the transactions did not involve a public offering and the recipients of the securities in this transaction represented their intention to acquire the securities for investment only and not for sale in connection with any distribution thereof, and had adequate access to information about us, through their relationships with us or otherwise. The issuance of these securities was made without any general solicitation or advertising.
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