Cloudflare Inc-A 2024年度报告

For the fiscal year ended December 31, 2024 or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Cloudflare, Inc. (Exact name of registrant as specified in itscharter)__________________________________________________ 101 Townsend StreetSan Francisco, California 94107(Address of principal executive offices and zip code)(888) 993-5273(Registrant’s telephone number, including area code)__________________________________________________ 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 duringthe 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 forthe 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 ofRegulation 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 anemerging 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. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlTable of contents over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the shares of Class A common stock onJune 30, 2024 as reported by the New York Stock Exchange on such date was approximately $13.6 billion. Shares of the registrant’s common stock held byeach executive officer and director and by each other person who may be deemed to be an affiliate of the registrant have been excluded from this computation.This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of February 6, 2025, 308,320,930 shares of the registrant's Class A common stock were outstanding and 36,753,779 shares of the registrant's Class B DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III ofthis Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 daysof the registrant's fiscal year ended December 31, 2024. TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities73Item 6.[Reserved]74Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations75Item 7A.Quantitative and Qualitative Disclosures about Market Risk92Item 8.Financial Statements and Supplementary Data94Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information136Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections137 PART III Item 10.Directors, Executive Officers and Corporate Governance137Item