cloud-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

____________

FORM 10-K/A

Amendment No. 1
__________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39039

__________________________________________________

Cloudflare, Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________


Delaware						27-0805829
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

101 Townsend Street

San Francisco, California 94107

(Address of principal executive offices and zip code)

(888) 993-5273

(Registrant’s telephone number, including area code)

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, $0.001 par value	NET	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

__________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



		Page

	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	8
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence	45
Item 14.	Principal Accountant Fees and Services	48

	PART IV
Item 15.	Exhibits, Financial Statement Schedules	50
	Signatures	54


	Class	Age	Position	Director Since	Current Term Expires
Employee Directors:
Matthew Prince	II	51	Chief Executive Officer and Co-Chair of the Board of Directors	2009	2027
Michelle Zatlyn	I	46	President and Co-Chair of the Board of Directors	2009	2026
Non-Employee Directors:
Stacey Cunningham(2)(3)	III	51	Director	2025	2028
John Graham-Cumming	II	58	Director	2025	2027
Mark Hawkins(1)	III	66	Director	2022	2028
Karim Lakhani(3)	I	55	Director	2025	2026
Carl Ledbetter(1)(2)	III	76	Director	2009	2028
Scott Sandell(2)	I	61	Lead Independent Director	2010	2026
Katrin Suder(1)	II	54	Director	2019	2027


Named Executive Officer						Title
Matthew Prince						Chief Executive Officer and Co-Chair of our Board of Directors (our CEO)
Michelle Zatlyn(1)						President and Co-Chair of our Board of Directors (our President)
Thomas Seifert						Chief Financial Officer (our CFO)
Douglas Kramer(2)						Former Chief Legal Officer and Secretary (our Former CLO)


	What We Do		What We Don't Do

☑	Maintain an Independent Compensation Committee. The compensation committee consists solely of independent directors who establish our compensation policies and practices.	☒	Limited Perquisites. Perquisites or other personal benefits are not a material part of our compensation program for our named executive officers, and generally are only provided when they serve a legitimate business purpose (such as the security or health of our Co-Founders).

☑	Retain an Independent Compensation Advisor. The compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management.	☒	Limited Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, except in limited circumstances to achieve specific business objectives.

☑	Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.	☒	No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the company.

☑	Use a "Pay-for-Performance" Philosophy. The majority of our named executive officers’ compensation opportunities consists of long-term incentive compensation in the form of equity awards. As a result of this emphasis on equity awards, a substantial portion of each named executive officer’s target total direct compensation is dependent upon our overall, long-term success (as measured through our stock price), thereby aligning the interests of our named executive officers and our stockholders.	☒	No Special Retirement or Welfare Benefits. We do not provide our named executive officers with any retirement or welfare benefit programs, other than participation in our broad-based employee plans and programs on the same basis as our other full-time, salaried employees.


☑	Stock Ownership Guidelines. We maintain a stock ownership policy that requires minimum ownership of shares of our common stock by our CEO, President, all Senior Vice Presidents who report to our Co-Founders (which includes all executive officers who are subject to Section 16 of the Exchange Act), and the non-employee members of our Board of Directors.	☒	No Hedging or Pledging of our Securities. We prohibit, absent a waiver from our CLO or our CFO, our named executive officers and the non-employee members of our Board of Directors from hedging or pledging our securities.

☑	Compensation Recovery (“Clawback”) Policy. We have adopted a compensation recovery (“clawback”) policy that complies with Exchange Act Rule 10D-1 and the applicable listing standards of the NYSE and permits us to recover annual and long-term incentives from our current and former executive officers.	☒	No “Single Trigger” Change in Control Severance Payments or Benefits. We do not provide “single trigger” change in control severance payments or benefits to our named executive officers.


•BILL Holdings	•MongoDB	•Snowflake
•CrowdStrike Holdings	•Okta	•The Trade Desk
•Datadog	•Palantir Technologies	•Twilio
•DocuSign	•Paycom Software	•UiPath
•Dynatrace	•Paylocity Holding	•Unity Software
•Elastic N.V.	•Samsara	•Zscaler
•HubSpot


•Atlassian	•HubSpot	•Samsara
•CrowdStrike Holdings	•MongoDB	•Snowflake
•Datadog	•Okta	•The Trade Desk
•DocuSign	•Palantir Technologies	•Twilio
•Dynatrace	•Paycom Software	•Unity Software
•Elastic N.V.	•Paylocity Holding	•Zscaler
•Fortinet


Named Executive Officer	2024 Annual Base Salary ($)	2025 Annual Base Salary ($)	Percentage Increase (%)
Matthew Prince	400,000	550,000	37.5%
Michelle Zatlyn	400,000	550,000	37.5%
Thomas Seifert	750,000	750,000	-
Douglas Kramer	650,000	650,000	-


Tranche Number	Percentage of PSU Award Subject to Tranche (%)	Number of PSU Award Shares Subject to Tranche (#)	Stock Price Goal ($)
1(1)	12.5	21,888	156.00
2(2)	12.5	21,889	203.00
3	12.5	21,889	263.00
4	12.5	21,889	343.00
5	25.0	43,778	446.00
6	25.0	43,778	579.00


Named Executive Officer	RSU Award (target value) $(1)	RSU Award (number of units) (#)
Thomas Seifert	8,000,000	69,246
Douglas Kramer	4,000,000	34,623


Name and Principal Position	Year	Salary ($)		Stock Awards ($)(1)	Option Awards ($)		All Other Compensation ($)			Total ($)
Matthew Prince(2)	2025	537,500	(2)	58,251,101	—		1,762,451	(3)	(4)	60,551,052
Chief Executive Officer	2024	400,000		—	—		1,681,094			2,081,094
	2023	400,000		19,331,393	—		783,957			20,515,350
Michelle Zatlyn(2)	2025	537,500	(2)	58,251,101			1,256,559	(3)	(4)	60,045,160
President	2024	400,000		—	—		960,459			1,360,459
	2023	400,000		19,331,393	—		327,456			20,058,849
Thomas Seifert	2025	750,000		9,991,505			—			10,741,505
Chief Financial Officer	2024	741,667		10,124,120	—		—			10,865,787
	2023	650,000		12,887,596	3,579,519	(5)	—			17,117,115
Douglas Kramer	2025	650,000		4,995,753						5,645,753
Former Chief Legal Officer and Secretary	2024	641,667		5,062,060	—		—			5,703,727
	2023	550,000		6,443,798	2,128,363	(5)	—			9,122,161


Name	Grant Date	Estimated Future Payouts Under Equity Incentive Plan Awards (#)(1)			All Other Stock Awards: Number of Shares of Stock or Units (#)(2)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/share)	Grant Date Fair Value of Stock and Option Awards ($)
		Threshold	Target	Maximum
Matthew Prince	2/5/2025	—	175,111	175,111	—	—	(3)	20,783,028
	2/5/2025	—	—	—	259,672	—	144.29	37,468,073	(4)

Michelle Zatlyn	2/5/2025	—	175,111	175,111	—	—	(3)	20,783,028
	2/5/2025	—	—	—	259,672	—	144.29	37,468,073	(4)

Thomas Seifert	2/5/2025	—	—	—	69,246	—	144.29	9,991,505	(4)

Douglas Kramer	2/5/2025	—	—	—	34,623	—	144.29	4,995,753	(4)


	Option Awards								Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options					Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested($)(1)
		Exercisable (#)		Unexercisable (#)	Unearned (#)
Matthew Prince	4/19/2023	—		—	—		—	—	96,089	(2)	18,943,946
	2/5/2025	—		—	—		—	—	164,167	(3)	32,365,524
	2/5/2025	—		—	—		—	—	220,722	(4)	43,515,342

Michelle Zatlyn	8/8/2017	1,748,710	(5)	—	—		2.04	8/7/2027	—		—
	4/19/2023	—		—	—		—	—	96,089	(2)	18,943,946
	2/5/2025	—		—	—		—	—	164,167	(3)	32,365,524
	2/5/2025	—		—	—		—	—	220,722	(4)	43,515,342

Thomas Seifert	7/26/2017	90,341	(5)	—	—		2.04	7/25/2027	—		—
	2/2/2022	—		—	—		—	—	2,268	(6)	447,136
	2/14/2022	120,250		—	434,750	(7)	44.72	2/13/2032	—		—
	4/19/2023	—		—	—		—	—	34,165	(8)	6,735,630
	1/24/2024	—		—	—		—	—	15,372	(9)	3,030,590
	2/5/2025	—		—	—		—	—	17,312	(10)	3,413,061

Douglas Kramer	7/26/2017	30,519	(5)	—	—		2.04	7/25/2027	—		—
	2/2/2022	—		—	—		—	—	1,418	(6)	279,559
	2/14/2022	71,500		—	258,500	(7)	44.72	2/13/2032	—		—
	4/19/2023	—		—	—		—	—	17,083	(8)	3,367,913
	1/24/2024	—		—	—		—	—	7,686	(9)	1,515,295
	2/5/2025	—		—	—		—	—	8,656	(10)	1,706,530


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)

Matthew Prince	—	—	126,764	23,586,161

Michelle Zatlyn	846,142	146,556,439	126,764	23,586,161

Thomas Seifert	225,000	33,655,737	193,952	35,641,792

Douglas Kramer	29,981	5,867,594	98,502	18,095,431


Named Executive Officer	Cash Compensation ($)	Health Benefits ($)	Total ($)
Matthew Prince	275,000	29,997	304,997
Michelle Zatlyn	275,000	28,890	303,890
Thomas Seifert	375,000	20,890	395,890
Douglas Kramer	325,000	33,047	358,047


Chair of the audit committee	$	20,000
Member of the audit committee (other than Chair)	$	10,000
Chair of the compensation committee	$	12,000
Member of the compensation committee (other than Chair)	$	6,000
Chair of the nominating and corporate governance committee	$	7,500
Member of the nominating and corporate governance committee (other than Chair)	$	4,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)(3)	Total ($)
Maria Eitel(4)	8,958	—	8,958
Mark Hawkins	50,000	206,659	256,659
Carl Ledbetter	52,000	206,659	258,659
Scott Sandell	36,000	206,659	242,659
Katrin Suder	43,000	206,659	249,659
Stacey Cunningham(5)	27,472	399,937	427,409
John Graham-Cumming(6)	232,038	399,937	631,975
Karim Lakhani(7)	22,917	399,937	422,854


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the first Column)
Equity compensation plans approved by stockholders
2010 Equity Incentive Plan(2)	2,639,149	$2.31	—
2019 Equity Incentive Plan(3)(4)	13,342,434	$57.26	84,219,618
2019 Employee Stock Purchase Plan(5)	—	—	20,073,728
Equity compensation plans not approved by stockholders(6)	11,715	$21.27	—
Total	15,993,298	$31.56	104,293,346


	Shares Beneficially Owned
	Class A			Class B			Total Voting %†
	Shares	%		Shares	%
Named Executive Officers and Directors:
Matthew Prince(1)	45,508	*		25,850,464	75.8	%	39.2	%
Michelle Zatlyn(2)	99,637	*		9,093,643	25.5%		11.4	%
Thomas Seifert(3)	280,698	*		357,225	1.0%		*
Douglas Kramer(4)	193,149	*		60,694	*		*
John Graham-Cumming(5)	501,898	*		—	*		*
Carl Ledbetter(6)	956,500	*		—	*		*
Mark Hawkins	9,283	*		—	*		*
Scott Sandell(7)	220,898	*		—	*		*
Katrin Suder	36,551	*		—	*		*
Stacey Cunningham	1,124	*		—	*		*
Karim Lakhani	4,457	*		—	*		*
All executive officers and directors as a group (11 persons)(8)	2,349,703	*		35,362,026	99.0	%	51.4	%

Greater than 5% Stockholders:
Capital World Investors(9)	36,368,156	11.4	%	—	*		5.5	%
Baillie Gifford & Co(10)	16,823,947	5.3	%	—	*		2.5	%
Morgan Stanley(11)	16,803,415	5.3	%	—	*		2.5	%
BlackRock, Inc.(12)	16,649,551	5.2	%	—	*		2.5	%


Fee Category	Fiscal 2025		Fiscal 2024
Audit Fees(1)	$	3,605,000	$	3,679,476
Audit-Related Fees(2)	$	70,000	$	70,000
Tax Fees(3)	$	384,327	$	270,391
All Other Fees(4)	$	18,000	$	18,000
Total Fees	$	4,077,327	$	4,037,867


		Incorporated by Reference
Exhibit Number	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	Description of Capital Stock.	10-K	001-39039	4.3	February 24, 2023
4.3	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
4.4	Form of 0% Convertible Senior Notes due 2026 (included in Exhibit 4.3).	10-Q	001-39039	4.3	November 5, 2021
4.5	Indenture, dated as of June 17, 2025, between the Registrant and U.S. Bank Trust Company, National Association, as trustee	8-K	001-39039	4.1	June 17, 2025
4.6	Form of 0% Convertible Senior Notes due 2030 (included in Exhibit 4.5).	8-K	001-39039	4.2	June 17, 2025
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-K	001-39039	10.2	February 21, 2024
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
10.6+	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	August 13, 2021
10.15	Form of Capped Call Transaction Confirmation	8-K	001-39039	10.1	June 17, 2025
10.16+	Form of Performance Stock Unit Agreement	10-Q	001-39039	10.1	May 8, 2025
10.17+	2024 Key Executive Change in Control and Severance Policy, as amended	10-Q	001-39039	10.3	July 31, 2025
10.18	Credit Agreement, by and among the Company, certain subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent.	10-Q	001-39039	10.1	August 1, 2024
10.19	First Amendment to Revolving Credit and Guaranty Agreement, dated as of June 11, 2025, among Cloudflare, Inc., the other loan parties thereto, the lenders party thereto and Citibank, N.A., as administrative agent.	8-K	001-39039	10.2	June 17, 2025
19.1	Insider Trading Policy	10-K	001-39039	19.1	February 20, 2025
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.	10-K	001-39039	23.1	February 26, 2026
24.1	Power of Attorney (included in signature pages hereto).	10-K	001-39039	24.1	February 26, 2026
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.	10-K	001-39039	31.1	February 26, 2026



	CLOUDFLARE, INC.

Date: April 29, 2026	By:	/s/ Matthew Prince
		Matthew Prince
		Chief Executive Officer
		(Principal Executive Officer)

Amendment: SEC Form 10-K/A filed by Cloudflare Inc.