Cloudflare Targets $2.18B in Convertible Notes as Total Debt Nears $5.3B
Cloudflare wants to borrow another $2.18 billion, and it wants to do it the same way it has twice before. The internet infrastructure company is preparing a private placement of convertible senior notes, a financing tool it has now leaned on three separate times since 2021. The Cloudflare convertible notes offering, aimed squarely at qualified institutional buyers under Rule 144A, signals a company that has found a financing formula it trusts and keeps scaling up.
Key takeaways
- Cloudflare is targeting $2.18 billion in a private placement of convertible senior notes sold to qualified institutional buyers under Rule 144A.
- This marks Cloudflare’s third convertible notes offering since 2021, following a $1.125 billion deal that year and a $2 billion raise in June 2025.
- Cloudflare currently carries about $1.29 billion in notes maturing around August 15, 2026, plus $2 billion in notes due in 2030.
- If the new offering closes as proposed, Cloudflare’s total convertible notes outstanding would climb to roughly $5.3 billion.
- Terms such as the maturity date, conversion price, and specific use of proceeds for the new notes have not yet been disclosed.
Cloudflare Plans $2.18 Billion Convertible Notes Offering
Cloudflare is structuring this deal as a private placement, which means the notes go directly to institutional investors rather than the public markets. That’s the core mechanic behind this convertible senior notes offering: it moves fast, avoids the regulatory drag of a public registration, and taps a pool of buyers already comfortable with this asset class.
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