Cloudflare Inc-A 2025年度报告

For the fiscal year ended December 31, 2025 Cloudflare, Inc. (Exact name of registrant as specified in itscharter)__________________________________________________ 27-0805829 (I.R.S. EmployerIdentification Number) 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 whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 90days.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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2of theExchange 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 or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Table of contents 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 control overfinancial 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 its audit 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 filing reflect thecorrection 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 by any 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 on June 30,2025 as reported by the New York Stock Exchange on such date was approximately $35.7 billion. Shares of the registrant’s common stock held by each executive officerand 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 reflecta determination that certain persons are affiliates of the registrant for any other purpose. As of February 12, 2026, 317,576,096 shares of the registrant's Class A common stock were outstanding and 34,404,202 shares of the registrant's Class B common stockwere outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE On February 26, 2026, Cloudflare, Inc. ("Cloudflare" or the "Company") filed its Annual Report on Form 10-K for the year endedDecember 31, 2025, (the "2025 Annual Report"). The 2025 Annual Report omitted Part III, Items 10 (Directors, Executive Officersand Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (PrincipalAccountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may beeither incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in eithercase filed with the Securities and Exchange Commission, (the "SEC"), not later than 120 days after the end of the fiscal year. This Amendment No. 1 to Form 10-K (this "Amendment"), is being filed solely to: •amend Part III, Items 10, 11, 12, 13 and 14 of the 2025 Annual Report to include the information required by such items;•delete the reference on the cover of the 2025 Annual Report to the incorporation by reference of portions of our proxystatement into Part III of the 2025 Annual Report; and•file new certifications of our principal executive officer and principal financial officer