Cloudflare proposes $2.18B private offering of convertible senior notes

Cloudflare is looking to raise $2.18 billion through a private placement of convertible senior notes. The proposed deal targets qualified institutional buyers under Rule 144A, continuing a financing playbook that the San Francisco-based company has now run three times since 2021.

A familiar financing strategy, scaled up

Cloudflare has developed something of a habit when it comes to convertible notes. The company first tapped the market in August 2021 with a $1.125 billion offering of zero-coupon notes due 2026. It returned in June 2025 with a larger $2 billion offering of 0% notes due 2030. This latest proposal, at $2.18 billion, represents another step up the ladder.

The notes would be structured as senior unsecured obligations. If history is any guide, they would carry little to no regular cash interest. The “convertible” part means holders can eventually exchange the notes for Class A common stock at a predetermined price.

Cloudflare currently has approximately $1.29 billion outstanding on its 2026 notes and another $2 billion on the 2030 notes. Those 2026 notes are set to mature around August 15, 2026, which means a significant chunk of debt is coming due imminently.

What $2.18 billion buys in today’s infrastructure arms race

Cloudflare hasn’t disclosed specific terms around maturity dates, conversion prices, or the precise allocation of proceeds. The company’s prior offerings have typically earmarked funds for general corporate purposes, including working capital, potential acquisitions, and infrastructure expansion.

The bigger picture for tech debt markets

If this offering goes through as proposed, the company would have roughly $5.3 billion in total convertible notes outstanding, combining the remaining 2026 balance, the $2 billion 2030 notes, and this new $2.18 billion offering.

One dynamic worth monitoring is how Cloudflare manages the maturity of its 2026 notes alongside this new capital raise. With approximately $1.29 billion in notes maturing around August 15, 2026, how Cloudflare deploys the new capital — whether toward retiring old debt, funding acquisitions, or building out infrastructure — will signal management’s priorities.

Disclosure: This article was edited by Editorial Team. For more information on how we create and review content, see our Editorial Policy.