Cloudflare 8-K

Summary

Q3 2026 results, Q4 outlook and a revenue leadership appointment. Revenue growth accelerated to +39% Y/Y from +36% in Q2 as organizations continued to rely on Cloudflare for protection amid escalating digital threats; the company also described its platform as supporting development for an AI-powered Internet.

Q4 revenue guidance of $845M-$846M implies +8.0% Q/Q and +50% Y/Y at the midpoint vs Q3 revenue; non-GAAP operating income guidance of $156M-$157M implies +14% Q/Q vs Q3, and non-GAAP diluted EPS guidance of $0.43 is +13% Q/Q. FY2026 revenue guidance was raised to $2.963B-$2.964B from $2.864B-$2.870B, non-GAAP operating income to $462M-$463M from $443M-$445M, and non-GAAP diluted EPS to $1.35 from $1.25-$1.26; weighted average shares are estimated at 379M for Q4 and 376M for FY2026, raised from 374M.

Developments

• Christian Smith became President of Revenue effective 11/02/2026, leading worldwide go-to-market operations. He succeeds Mark Anderson, who plans to retire from his full-time role at year-end and will remain an advisor through December. Cloudflare tied the appointment to its goal of organically reaching $5B in annual recurring revenue.

Results with guidance

Metric	Guided for Q3 2026	Q3 2026 actual	9M 2026	Q4 FY2026 guide	FY2026 guide
Revenue	$736M-$737M	$783M (beat)+39% Y/Y, +12% Q/Q	$2.12B+36% Y/Y	$845M-$846M+8.0% Q/Q at midpoint (better than reported)	$2.963B-$2.964Braised from $2.864B-$2.870B
Non-GAAP income from operations (non-GAAP)	$129M-$130M	$137M (beat)+60% Y/Y, +43% Q/Q	—	$156M-$157M+14% Q/Q at midpoint (better than reported)	$462M-$463Mraised from $443M-$445M
Non-GAAP net income per share, diluted (non-GAAP)	$0.34	$0.38 (beat)+41% Y/Y, +31% Q/Q	—	$0.43+13% Q/Q at midpoint (better than reported)	$1.35raised from $1.25-$1.26
Weighted average common shares outstanding	—	—	—	379M	376Mraised from 374M

Earlier guidance from the 8-K filed 2026-08-06.

Results without guidance

Metric	Q3 2026	Change	9M 2026
Operating income	-$67.9M	vs -$37.5M Y/Y, vs -$206M Q/Q	-$336Mvs -$158M Y/Y
Net income	-$34.1M	vs -$1.29M Y/Y, vs -$170M Q/Q	-$227Mvs -$90.2M Y/Y
Non-GAAP net income (non-GAAP)	$144M	+40% Y/Y, +33% Q/Q	—
Diluted EPS	-$0.10	vs $0.00 Y/Y, vs -$0.48 Q/Q	-$0.64vs -$0.26 Y/Y
Operating cash flow	$215M	+29% Y/Y, +83% Q/Q	$491M+19% Y/Y
Capital expenditures	$122M	+44% Y/Y, +144% Q/Q	$237M+2.9% Y/Y
Free cash flow (non-GAAP)	$82.1M	+9.5% Y/Y, +46% Q/Q	$223M+38% Y/Y
Cash and cash equivalents	$1.97B	+18% Q/Q	—
Cash and marketable securities	$5.13B	+23% Q/Q	—
Gross margin	71.2%	-2.8 pp Y/Y, -0.6 pp Q/Q	—
Gross margin (non-GAAP)	72.4%	-2.9 pp Y/Y, -0.7 pp Q/Q	—
Operating margin	-8.7%	-2.0 pp Y/Y, +20.9 pp Q/Q	—

What moved the numbers

• Current remaining performance obligations grew 37% Y/Y.
• Q3 GAAP results included $11.0M of restructuring and other charges and $10.7M of legal reserve and settlements. Non-GAAP measures excluded $174.1M of stock-based compensation and related employer payroll taxes.
• Convertible senior notes had a net carrying value of $4.44B at 9/30/2026, vs $1.97B at 12/31/2025; the company reported $2.5B of gross proceeds from note issuance and $1.29B of repayments during the first nine months of 2026.
• Class A and Class B shares issued and outstanding totaled 358.2M at 9/30/2026, up from 351.9M at 12/31/2025.

Other guidance (1)

Metric	Period	Guidance
Annual recurring revenue	not stated	$5B

Figures extracted from the filings and checked against their text; changes and verdicts computed from them.