Cloudflare, Inc.NET
Cloudflare, Inc. Fair Value Disclosure
Fair Value Measurements
Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Assets and liabilities measured at fair value are classified into the following categories:
•Level I: Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
•Level II: Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and
•Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.
The Company classifies money market funds within Level I of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its time deposits and investments, which are comprised of U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds, within Level II of the fair value hierarchy because the fair value of these securities is priced by using inputs based on non-binding market consensus prices that are primarily corroborated by observable market data or quoted market prices for similar instruments. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented.
The following table summarizes the Company’s cash, cash equivalents and available-for-sale securities’ amortized cost, unrealized gains (losses), and fair value by significant investment category reported as cash and cash equivalents, restricted cash short-term, restricted cash, or available-for-sale securities as of December 31, 2025 and 2024.
| (in thousands) | Reported as: | |||||||||||||||||||||||||||||||||||||||||||
| December 31, 2025 | Amortized Cost | Unrealized Gain | Unrealized (Loss) | Fair Value | Cash & Cash Equivalents | Available-for-sale Securities | Restricted Cash (Current and Non-Current) | |||||||||||||||||||||||||||||||||||||
| Cash | $ | 68,297 | $ | — | $ | — | $ | 68,297 | $ | 57,476 | $ | — | $ | 10,821 | ||||||||||||||||||||||||||||||
| Level I: | ||||||||||||||||||||||||||||||||||||||||||||
Money market funds | 587,823 | — | — | 587,823 | 587,823 | — | — | |||||||||||||||||||||||||||||||||||||
Level II: | ||||||||||||||||||||||||||||||||||||||||||||
Time Deposits | 100,000 | — | — | 100,000 | 100,000 | — | — | |||||||||||||||||||||||||||||||||||||
Corporate bonds | 1,271,232 | 3,304 | (54) | 1,274,482 | — | 1,274,482 | — | |||||||||||||||||||||||||||||||||||||
U.S. treasury securities | 1,760,179 | 3,859 | (4) | 1,764,034 | 59,768 | 1,704,266 | — | |||||||||||||||||||||||||||||||||||||
U.S. government agency securities | 146,986 | 22 | (78) | 146,930 | — | 146,930 | — | |||||||||||||||||||||||||||||||||||||
Commercial paper | 170,506 | — | — | 170,506 | 138,469 | 32,037 | — | |||||||||||||||||||||||||||||||||||||
Subtotal | 3,448,903 | 7,185 | (136) | 3,455,952 | 298,237 | 3,157,715 | — | |||||||||||||||||||||||||||||||||||||
Total assets measured at fair value on a recurring basis | $ | 4,105,023 | $ | 7,185 | $ | (136) | $ | 4,112,072 | $ | 943,536 | $ | 3,157,715 | $ | 10,821 | ||||||||||||||||||||||||||||||
| (in thousands) | Reported as: | |||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | Amortized Cost | Unrealized Gain | Unrealized (Loss) | Fair Value | Cash & Cash Equivalents | Available-for-sale Securities | Restricted Cash (Current and Non-Current) | |||||||||||||||||||||||||||||||||||||
| Cash | $ | 51,410 | $ | — | $ | — | $ | 51,410 | $ | 44,887 | $ | — | $ | 6,523 | ||||||||||||||||||||||||||||||
| Level I: | ||||||||||||||||||||||||||||||||||||||||||||
Money market funds | 102,804 | — | — | 102,804 | 102,804 | — | — | |||||||||||||||||||||||||||||||||||||
| Level II: | ||||||||||||||||||||||||||||||||||||||||||||
Corporate bonds | 466,769 | 1,125 | (316) | 467,578 | — | 467,578 | — | |||||||||||||||||||||||||||||||||||||
U.S. treasury securities | 1,120,478 | 2,403 | (677) | 1,122,204 | — | 1,122,204 | — | |||||||||||||||||||||||||||||||||||||
U.S. government agency securities | 69,872 | 55 | (19) | 69,908 | — | 69,908 | — | |||||||||||||||||||||||||||||||||||||
Commercial paper | 48,538 | — | — | 48,538 | — | 48,538 | — | |||||||||||||||||||||||||||||||||||||
Subtotal | 1,705,657 | 3,583 | (1,012) | 1,708,228 | — | 1,708,228 | — | |||||||||||||||||||||||||||||||||||||
Total assets measured at fair value on a recurring basis | $ | 1,859,871 | $ | 3,583 | $ | (1,012) | $ | 1,862,442 | $ | 147,691 | $ | 1,708,228 | $ | 6,523 | ||||||||||||||||||||||||||||||
As of December 31, 2025 and 2024, the Company had $10.8 million and $6.5 million, respectively, in total restricted cash, related to indemnity holdback consideration associated with asset acquisitions and business combinations.
The aggregate fair value of the Company’s money market funds and time deposits approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds and time deposits as of December 31, 2025 and 2024. Realized gains and losses, net of tax, were not material for any of the periods presented.
The amortized cost of available-for-sale investments with maturities less than one year was $1,976.5 million and $1,139.9 million as of December 31, 2025 and 2024, respectively. The amortized cost of available-for-sale investments with maturities greater than one year was $1,174.2 million and $565.8 million as of December 31, 2025 and 2024, respectively.
Net unrealized gain on investments was $7.0 million and $2.6 million as of December 31, 2025 and 2024, respectively and was included in accumulated other comprehensive income on the consolidated balance sheet. The
unrealized gains and losses on available-for-sale investments are related to U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds. The Company determined any unrealized losses to be temporary. Factors considered in determining whether a loss is temporary include the financial condition and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, the expected cash flows from the security, the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost. As of December 31, 2025, the Company's investment portfolio consisted of investment grade securities with an average credit rating of AA-.
The Company carries the 2026 Notes and 2030 Notes at face value less the unamortized issuance costs on its consolidated balance sheets and presents that fair value for disclosure purposes only. As of December 31, 2025, the fair value of the 2026 Notes and 2030 Notes were $1,527.5 million and $2,198.8 million, respectively. The fair value of the Notes, which are classified as Level II financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period. For further details on the Notes, refer to Note 7 to these consolidated financial statements.
The Company classifies financial instruments in Level III of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. There were no financial instruments classified as Level III of the fair value hierarchy as of December 31, 2025 and 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Mar 4, 2020 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.