Cloudflare (NET) Proxy filing summary

Executive summary

• Supplement updates prior proxy statement regarding ongoing litigation related to proposed capitalization changes.

• Five lawsuits have been filed by stockholders seeking to enjoin the capitalization changes and other relief.

• The company and board maintain that the claims are without merit and that all procedures comply with applicable laws.

• Additional lawsuits related to the capitalization changes may be filed in the future.

Voting matters and shareholder proposals

• Stockholders who have already voted do not need to take further action unless they wish to change their votes.

• Proxy cards already submitted remain valid unless revoked or changed by the stockholder.

• Voting results for the annual meeting will be filed on Form 8-K within four business days after June 30, 2026.

Risk oversight and compliance

• Consolidated litigation alleges breach of fiduciary duty, claiming capitalization changes unfairly benefit co-founders.

• One lawsuit alleges the company must seek a two-thirds affirmative vote for Proposal 4 per its certificate of incorporation.

• The company asserts that the required vote description in the proxy is correct and compliant.

• No assurances can be made regarding the outcome or impact of the lawsuits.