The Ledger

NETCloudflare, Inc.

Industry Dev software Updated 28 Sep 2026 Price 23 Oct 2026

If management hits its targets, one share in 12 months

$326 → $394

If management hits its targets

from IR material and Earnings Calls

What one share would be worth today and in 12, 24 and 36 months if the company does exactly what its management has promised, next to what a share costs now. Worked out from the targets management gave in its own results decks and earnings calls.

$326 → $394

Show the math

today's enterprise value over the operating profit management has guided for this year — 258× forward, because the guided margin is 15% — held flat, times revenue compounding at the rate management puts on that same guide, times that same margin. Then less net debt of -$893M and divided by the share count, 356.1M today, growing at its past pace with the 8M shares the 2030 converts become added on top. Each figure management gave as a range is taken at its middle.

0$200$400$600$800Today (Oct 2026): $326, the market price$326TodayOct 202612 months (Oct 2027): $394 a share if management delivers$39412 monthsOct 202724 months (Oct 2028): $503 a share if management delivers$50324 monthsOct 202836 months (Oct 2029): $644 a share if management delivers$64436 monthsOct 2029
SharesTodayIn 12 monthsOct 2027In 24 monthsOct 2028In 36 monthsOct 2029
Past pace: all shares + the 2030 convertsshares +2.3% a year as in the half to Jul '26, plus the 8.1M shares the in-the-money 2030 notes become$326$394375M sh$503383M sh$644392M sh
Show the math, step by step

How we got there: company value if the plan is delivered, minus debt, divided by all the shares, including the new ones they’d have to sell to pay for it.

  1. The multiple. 258× is today's enterprise value divided by the $443-445M of non-GAAP operating profit management guides for 2026. It looks extreme because the margin is 15%, not because the price is 44 times revenue rather than 40; the model holds it, so the value moves only with revenue and margin.
  2. The years. 2027, 2028 and 2029 are not guided. Revenue compounds at 31-32%, the two y/y rates management prints on its own current-year guides, and the margin is held at the 15.4-15.5% those guides imply. Management's 30% long-term operating model has no date on it, so it is not in these numbers at all.
  3. The shares. 356.1M at 21 Jul 2026, growing 2.3% a year as it did in the half before, which is the pace with no buyback against $451M of annual stock pay. The 8.1M shares of the 2030 converts are added and their carrying value taken off the debt, because at $326 they are 43% in the money. The 2031 converts, struck at $496.94, are not: they stay debt. Nobody's count includes the Class A shares issued when the 2026 notes matured in August, because no filing read gives the number.

Promises vs. what happened

14 claims · 8 decks

Every target management put in a slide deck, and whether they hit it, missed it, or quietly dropped it.

PromiseMade inWhat happened
FY24 revenue and operating incomeQ3 '24beat bothHeld
Q4 '24 revenue $451-452MQ3 '24$459.9M, and profit +16%Held
FY25 revenue $2.09-2.09BQ4 '24$2.17B, raised three timesHeld
Q2 '26 revenue $664-665MQ1 '26$696.1M, the biggest beatHeld
Large customers lift retentionQ3 '24110% to 120%Held
FY26 revenue $2.79-2.80BQ4 '25raised twice, now $2.86-2.87BOpen
Q3 '26 revenue $736-737MQ2 '26open; due late OctOpen
FY26 network capex 12-15%Q4 '25narrowed up to 14-15%Open
20% operating margin, 25% FCFQ3 '2414% and 12%, then replacedOpen
30% operating, 30-35% FCFQ2 '26no date setOpen
GAAP profit by 2028Q2 '26open; -$207M in FY25Open
Rule of 50 in '27, 50%+ in '28Q2 '26about 47% on FY26 guidanceOpen
2027 market $222BQ3 '24restated to $282B on new sourcesOpen
Gross margin 75-77% long termQ3 '2473%, and the band widened to 70-77%Missed

What they’re pitching

the headline page, deck by deck

The headline from each quarterly results deck over two years, so you can see what they want you to focus on, and when it changes.

Q3
'24
Q4
'24
Q1
'25
Q2
'25
Q3
'25
Q4
'25
Q1
'26
Q2
'26

Large customersOff page one Q2 '26

RetentionFirst seen Q3 '24

Gross marginFirst seen Q3 '24

Long-term modelFirst seen Q3 '24

Market sizeFirst seen Q3 '24

ImpactFirst seen Q3 '24

AI agentsFirst seen Q2 '26

DevelopersFirst seen Q2 '26

on the headline page further in the deck not in the deck▲ onto page one▼ off page one● first mentionTap a mark for the quote.

Large customers (scorecard on the at-a-glance slide)

Q3 '24 · headline page

“Of Revenue from”

Deck Q3 2024 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q4 '24 · headline page

“Of Revenue from”

Deck Q4 2024 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q1 '25 · headline page

“Of Revenue from”

Deck Q1 2025 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q2 '25 · headline page

“Of Revenue from”

Deck Q2 2025 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q3 '25 · headline page

“Of Revenue from”

Deck Q3 2025 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q4 '25 · headline page

“Of Revenue from”

Deck Q4 2025 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q1 '26 · headline page

“Large Customers 34% 29% CAGR”

Deck Q1 2026 Investor Presentation · p. 3 ·

Large customers (scorecard on the at-a-glance slide)

Q2 '26 · further in the deck

“27% year-over-year Large Customer growth in Q2'26”

Deck Q2 2026 Investor Presentation · p. 8 ·

Dollar-based net retention

Q3 '24 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q3 2024 Investor Presentation · p. 25 ·

Dollar-based net retention

Q4 '24 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q4 2024 Investor Presentation · p. 27 ·

Dollar-based net retention

Q1 '25 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q1 2025 Investor Presentation · p. 25 ·

Dollar-based net retention

Q2 '25 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q2 2025 Investor Presentation · p. 25 ·

Dollar-based net retention

Q3 '25 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q3 2025 Investor Presentation · p. 25 ·

Dollar-based net retention

Q4 '25 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q4 2025 Investor Presentation · p. 26 ·

Dollar-based net retention

Q1 '26 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q1 2026 Investor Presentation · p. 25 ·

Dollar-based net retention

Q2 '26 · further in the deck

“Strong Dollar-Based Net Retention”

Deck Q2 2026 Investor Presentation · p. 37 ·

Consistent gross margin

Q3 '24 · further in the deck

“Attractive & Consistent”

Deck Q3 2024 Investor Presentation · p. 26 ·

Consistent gross margin

Q4 '24 · further in the deck

“Attractive & Consistent”

Deck Q4 2024 Investor Presentation · p. 28 ·

Consistent gross margin

Q1 '25 · further in the deck

“Attractive & Consistent”

Deck Q1 2025 Investor Presentation · p. 26 ·

Consistent gross margin

Q2 '25 · further in the deck

“Attractive & Consistent”

Deck Q2 2025 Investor Presentation · p. 26 ·

Consistent gross margin

Q3 '25 · further in the deck

“Attractive & Consistent”

Deck Q3 2025 Investor Presentation · p. 26 ·

Consistent gross margin

Q4 '25 · further in the deck

“Attractive & Consistent”

Deck Q4 2025 Investor Presentation · p. 27 ·

Consistent gross margin

Q1 '26 · further in the deck

“Attractive & Consistent”

Deck Q1 2026 Investor Presentation · p. 26 ·

Operating leverage and the long-term model

Q3 '24 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q3 2024 Investor Presentation · p. 30 ·

Operating leverage and the long-term model

Q4 '24 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q4 2024 Investor Presentation · p. 32 ·

Operating leverage and the long-term model

Q1 '25 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q1 2025 Investor Presentation · p. 30 ·

Operating leverage and the long-term model

Q2 '25 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q2 2025 Investor Presentation · p. 30 ·

Operating leverage and the long-term model

Q3 '25 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q3 2025 Investor Presentation · p. 30 ·

Operating leverage and the long-term model

Q4 '25 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q4 2025 Investor Presentation · p. 31 ·

Operating leverage and the long-term model

Q1 '26 · further in the deck

“Unit economics support 20% long-term operating margins”

Deck Q1 2026 Investor Presentation · p. 30 ·

Operating leverage and the long-term model

Q2 '26 · further in the deck

“Margin What is the economic margin created by $1 ARR? Unit Economic Margin =”

Deck Q2 2026 Investor Presentation · p. 38 ·

Expanding addressable market

Q3 '24 · further in the deck

“Consistent & Deliberate TAM Expansion 18”

Deck Q3 2024 Investor Presentation · p. 18 ·

Expanding addressable market

Q4 '24 · further in the deck

“Consistent & Deliberate TAM Expansion 19”

Deck Q4 2024 Investor Presentation · p. 19 ·

Expanding addressable market

Q1 '25 · further in the deck

“Consistent & Deliberate TAM Expansion”

Deck Q1 2025 Investor Presentation · p. 18 ·

Expanding addressable market

Q2 '25 · further in the deck

“Consistent & Deliberate TAM Expansion”

Deck Q2 2025 Investor Presentation · p. 18 ·

Expanding addressable market

Q3 '25 · further in the deck

“Consistent & Deliberate TAM Expansion”

Deck Q3 2025 Investor Presentation · p. 18 ·

Expanding addressable market

Q4 '25 · further in the deck

“Consistent & Deliberate TAM Expansion”

Deck Q4 2025 Investor Presentation · p. 18 ·

Expanding addressable market

Q1 '26 · further in the deck

“Consistent & Deliberate TAM Expansion”

Deck Q1 2026 Investor Presentation · p. 18 ·

Expanding addressable market

Q2 '26 · further in the deck

“A Consistently Expanding TAM”

Deck Q2 2026 Investor Presentation · p. 14 ·

Helping build a better Internet (impact slide)

Q3 '24 · further in the deck

“Helping Build a Better Internet”

Deck Q3 2024 Investor Presentation · p. 4 ·

Helping build a better Internet (impact slide)

Q4 '24 · further in the deck

“Helping Build a Better Internet”

Deck Q4 2024 Investor Presentation · p. 4 ·

Helping build a better Internet (impact slide)

Q1 '25 · further in the deck

“Helping Build a Better Internet”

Deck Q1 2025 Investor Presentation · p. 4 ·

Helping build a better Internet (impact slide)

Q2 '25 · further in the deck

“Helping Build a Better Internet”

Deck Q2 2025 Investor Presentation · p. 5 ·

Helping build a better Internet (impact slide)

Q3 '25 · further in the deck

“Helping Build a Better Internet https://www.cloudflare.com/impact/”

Deck Q3 2025 Investor Presentation · p. 5 ·

Helping build a better Internet (impact slide)

Q4 '25 · further in the deck

“Helping Build a Better Internet https://www.cloudflare.com/impact/”

Deck Q4 2025 Investor Presentation · p. 5 ·

Helping build a better Internet (impact slide)

Q1 '26 · further in the deck

“Helping Build a Better Internet https://www.cloudflare.com/impact/”

Deck Q1 2026 Investor Presentation · p. 5 ·

AI agents and the agentic Internet

Q2 '26 · further in the deck

“AI and agents change everything”

Deck Q2 2026 Investor Presentation · p. 15 ·

Developer platform adoption

Q2 '26 · further in the deck

“MILLION developers on the Cloudflare platform”

Deck Q2 2026 Investor Presentation · p. 22 ·

What they keep talking about · 10

The themes that show up deck after deck, and the ones that disappear.

Large customers
The at-a-glance slide opened seven of the eight decks; in Q1 '26 its large-customer tile replaced the paying-customer tile, and in Q2 '26 it moved back to page 8.
Retention
The same slide title in all eight, "Strong Dollar-Based Net Retention", including the quarters it read 110-111%. It is 120% now.
Gross margin
Titled "Attractive & Consistent" through a fall from 79% to 73%, in seven decks, and absent from the eighth.
Long-term model
"Unit economics support 20% long-term operating margins" in seven decks running. Q2 '26 replaced it with a 44% unit-economic-margin slide and a 30% model.
Market size
"Consistent & Deliberate TAM Expansion" in seven decks; renamed in Q2 '26, with AI and agent-builder markets added and the IDC sources dropped. 2027 went from $222B to $282B.
Impact
The "Helping Build a Better Internet" slide sat on page 4 or 5 of seven decks, and was dropped in Q2 '26.
AI agents
Absent from the slides through Q1 '26, where it appears only in the safe harbour. In Q2 '26 it fills pages 15-31 of 47.
Developers
First shown in Q2 '26: 7.4M+ active developers, against 3M+ in December 2024.
New
Q2 '26, rebuilt around the June investor day: a 30% operating model, GAAP profit by 2028 at the latest, a "Rule of" north star of 50% for 2027, the developer count and the unit-economics slide.
Quiet
The paying-customer count stopped in Q1 '26 after printing +40%, and the quarterly gross-margin slide in Q2 '26 after printing 73%.
Every quarterly report we’ve saved · 11

The press releases and shareholder letters behind this page.

Archived as text; the links open the copies filed on EDGAR or the investor-relations site.

What analysts asked them

8 calls · Q3 24 – Q2 26

The last eight earnings calls: what analysts kept asking about, which questions got dodged, and how much the CEO did the talking.

Share of questions by topic, call by call. A topic that suddenly dominates is usually the problem. The last row is how much of the answering the CEO did, rather than the CFO or others.

Share of questions about…Q3 24Q4 24Q1 25Q2 25Q3 25Q4 25Q1 26Q2 26
Demand & customers38%14%36%36%31%28%33%40%
Growth & sales24%21%23%21%38%22%50%33%
Pricing & margins··5%7%·6%50%13%
Guidance & outlook14%·18%14%8%11%17%20%
Capacity & supply10%7%14%14%15%·33%·
Capital & financing10%·5%7%8%11%·13%
Competition·14%5%21%15%·33%13%
Products & technology48%36%23%50%46%28%50%40%
Macro & regulation·7%14%7%8%···
Other29%43%36%7%23%50%·13%
Questions211422141318615
How much the CEO talked69%69%89%73%90%96%0%86%

Who’s in charge, who’s selling

read from the filings · 1 Oct 2026

Shareholder votes against the board and pay, plus which executives have been selling their own shares.

  1. Tier 1 · live

    The votes are being detached from the shares, and eight holders are suing

    Approved 2026-06-30: each co-founder Class B share becomes one share of non-economic Series FF preferred with nine votes plus one Class A share, every common share splits into one voting and one non-voting share, and the authorised Class A doubles to 4.5bn. The proxy's own words: the co-founders "will be able to achieve additional liquidity through sales of up to all of their shares of Class C common stock without any consequence to the Co-Founders' voting power". Eight complaints were on file by 5 Aug '26, seven consolidated, alleging the terms are not entirely fair. Nothing filed by today says it has been implemented.

  2. Tier 2 · stable

    52.4% of the votes on about a tenth of the shares

    Class B carries ten votes. Prince holds 39.0% of the voting power, Zatlyn 13.4%, officers and directors 52.4%; the largest outside holder of Class A has 11.4%. At the 2026 meeting the Class B present carried 335.6M of the 615.0M votes cast, so no resolution needed an outside holder's consent. The board is classified into three, stockholders cannot act by written consent or call a special meeting, and a director can be removed only for cause.

  3. Tier 2 · stable

    762 insider sales, no purchases, and no buyback against the dilution

    The SEC insider data sets record 762 sales by 10 insiders for $705.9M in the year to Q2 '26 and zero purchases, 99.9% under pre-set plans; the Form 4 parse puts Prince at about $374M and Zatlyn at about $229M. Share-based pay was $451M, 20.8% of revenue and 173% of free cash flow, with the share count up 2.5% a year and no buyback ever authorised.

  4. Tier 3 · worsening

    Two yardsticks dropped, and a long-term model replaced before it was reached

    The paying-customer count went in Q1 '26, right after printing 332,466 and 40% growth; the quarterly gross-margin slide went in Q2 '26, after the margin fell to 73%. KPI persistence across the eight decks is 0.75. The 20% operating / 25% free-cash-flow model that stood since before the listing was replaced with 30% / 30-35% while the actual was 14% and 12%, and the gross-margin band was widened from 75-77% to 70-77% in the same deck.

  5. Tier 3 · stable

    No chief technology officer since March 2025, after two network-wide outages

    Graham-Cumming left the technology seat for the board in March 2025 and no filing read names a successor; Zatlyn's chief operating officer role ended in February 2025 and was not filled; the chief legal officer resigned in February 2026 after nearly ten years and his deputy succeeded him. The FY2025 10-K added the November and December 2025 network-wide outages, caused by the company's own software deployments, as a risk factor.

Where shareholders voted no

At each annual meeting shareholders vote on who sits on the board, what the executives are paid and whether the company may create more shares. These are the votes that drew the most "no"s at the last two meetings: the shares voted against (or withheld) each year, then what share of all votes cast that was. Under each one, what the vote was about and what a no means.

20252026Share 2026
Say on payExecutive pay. Shareholders say whether they accept what the top executives were paid. The vote is advisory: the board can ignore it, but a large no is a public rebuke and boards usually change the pay plan after one.63.6M against139.6M against23.8%
Ratify KPMGThe auditor. Keeping the outside accounting firm that checks the company's books. This almost always passes; a sizeable no means shareholders doubt the audit or think the firm has been in place too long.3.6M against6.9M against1.1%
Lakhani (Class I)A board seat. Shareholders vote to keep this person on the board, the group that hires, pays and can fire the CEO. A no, or a withheld vote, says they want this director out, often because of the committee they sit on or a decision they signed off.—119.1M withheld20.3%
Sandell (lead independent)A board seat.—56.6M withheld9.7%
Non-voting Class C stock (4A)Permission to create more shares. The company may then sell new shares later, for deals or to raise cash. New shares dilute the existing ones, so each shareholder owns a smaller share of the company. A no says shareholders want that door kept narrower.—200.6M against34.4%
Double the authorised Class A (4B)Permission to create more shares.—194.1M against33.3%

Insiders who sold the most stock

Reported sales by executives and directors, biggest first.

SEC insider data sets, Jul '25-Jun '26SoldNote
All insiders$705.9M762 sales by 10 people, and not one purchase
Matthew Princeabout $374M~1.73M shares in the Form 4 parse to 22 Sep '26
Michelle Zatlynabout $229M~1.02M shares in the same window
Of all of it, pre-planned99.9%10b5-1 footnotes on 987 of the 1,020 Form 4 rows read