Form PRE 14A Cloudflare, Inc. For: Jun 30

Cloudflare, Inc.

101 Townsend Street

San Francisco, California 94107

, 2026

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON JUNE 30, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders, including any adjournments, continuations, or postponements thereof (the “Annual Meeting”), of Cloudflare, Inc. (“Cloudflare” or the “Company”) to be held virtually on Tuesday, June 30, 2026 at 8:30 a.m. Pacific Time. The Annual Meeting will be held via a live interactive audio webcast on the Internet. If you held shares of our Class A common stock or Class B common stock at the close of business on      , 2026, you will be able to vote and submit your appropriate questions during the meeting at www.virtualshareholdermeeting.com/NET2026. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

We have elected to provide our materials pursuant to the full set delivery option in connection with the Annual Meeting. Under the full set delivery option, a company delivers all proxy materials to its stockholders. The approximate date on which the proxy materials are intended to be first sent or given to our stockholders is    , 2026. These proxy materials include this formal meeting notice, the proxy statement, the proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2025 (as amended. the “2025 Annual Report”). These materials are available free of charge on our website at proxyvote.com.

Our Board of Directors has fixed the close of business on      , 2026 as the record date for the Annual Meeting. Only stockholders of record at the close of business on      , 2026 are entitled to notice of, and to vote, during the Annual Meeting as set forth in the proxy statement. A list of stockholders eligible to vote at the Annual Meeting will be available for review during our regular business hours at our principal executive offices for the ten days ending on the day before the meeting for any purpose related to the meeting.

Your vote is important. Whether or not you plan to virtually attend the meeting, please ensure that your shares are represented and voted during the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.

Thank you for your ongoing support of, and continued interest in, Cloudflare.

By order of the Board of Directors,

TABLE OF CONTENTS

Cloudflare, Inc.

101 Townsend Street

San Francisco, California 94107

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 8:30 AM PACIFIC TIME ON TUESDAY, JUNE 30, 2026

GENERAL INFORMATION

Our Board of Directors solicits your proxy on our behalf for the 2026 Annual Meeting of Stockholders, including any adjournments, continuations, or postponements thereof (the “Annual Meeting”), for the purposes set forth in this proxy statement for our Annual Meeting (this “Proxy Statement”), the accompanying notice, and the proxy card. The Annual Meeting will be held via a live audio webcast on the Internet on Tuesday, June 30, 2026 at 8:30 a.m. Pacific Time. The Proxy Statement, the accompanying notice, the proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2025 (as amended, the “2025 Annual Report”) are first being mailed on or about       , 2026 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our Class A common stock or Class B common stock at the close of business on       , 2026, you are invited to virtually attend the meeting at www.virtualshareholdermeeting.com/NET2026 and vote on the proposals described in this Proxy Statement.

In this Proxy Statement, the terms “Cloudflare,” “the Company,” “we,” “us,” and “our” refer to Cloudflare, Inc. and its subsidiaries. The mailing address of our principal executive offices is 101 Townsend Street, San Francisco, California 94107.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.

What matters are being voted on during the Annual Meeting?

You will be voting on the following proposals:

1

As of the date of this Proxy Statement, our management and Board of Directors were not aware of any other matters to be presented at the Annual Meeting.

For a discussion of who our “named executive officers” are, see the section titled “Executive Compensation —Compensation Discussion and Analysis.”

How does the Board of Directors recommend that I vote on these proposals?

Our Board of Directors recommends that you vote your shares:

How many votes are needed for approval of each proposal?

Proposal One: The election of directors requires a plurality of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. As a result, any shares not voted “FOR” a particular nominee, whether as a result of stockholder abstention or a broker non-vote (in other words, where a broker has not received voting instructions from the beneficial owner and the broker does not have discretionary power to vote on the particular matter), will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as a director.

Proposal Two: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

Proposal Three: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal.

2

Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our Board of Directors or our company. Our Board of Directors and our compensation committee, however, will consider the outcome of the vote when determining named executive officer compensation.

Proposal Four: The approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation (comprising Proposals 4A through 4F) requires the affirmative vote of a majority of the voting power of the shares of our common stock outstanding on the Record Date to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” this proposal. Our stockholders are being asked to vote separately on each of Proposals 4A through 4F collectively comprising Proposal Four and the approval of each of Proposals 4A through 4F is required to approve the adoption of the amendment and restatement of our amended and restated certificate of incorporation. Accordingly, each of Proposals 4A through 4F comprising Proposal Four is cross-conditioned upon the approval by our stockholders of all of Proposals 4A through 4F comprising Proposal Four.

Proposal Five: The approval of the amendment and restatement of our 2019 Plan requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. The implementation of Proposal Five is conditioned on the approval of Proposal Four (comprising Proposals 4A through 4F) by our stockholders. Accordingly, if Proposal Four is not approved at the Annual Meeting, Proposal Five will not be implemented by us, even if otherwise approved by our stockholders.

Proposal Six: The approval of the amendment and restatement of our ESPP requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. The implementation of Proposal Six is conditioned on the approval of Proposal Four (comprising Proposals 4A through 4F) by our stockholders. Accordingly, if Proposal Four is not approved at the Annual Meeting, Proposal Six will not be implemented by us, even if otherwise approved by our stockholders.

Proposal Seven: The approval of one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

Who is entitled to vote?

Holders of either our Class A common stock or Class B common stock as of the close of business on     , 2026, which is the record date for the Annual Meeting (the “Record Date”), may vote during the Annual Meeting. As of the Record Date, there were   shares of our Class A common stock and   shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.”

3

A list of stockholders eligible to vote at the Annual Meeting will be available for review during our regular business hours at our principal executive offices for the ten days ending on the day before the Annual Meeting for any purpose related to the Annual Meeting. If you would like to view the list, please contact our corporate secretary to schedule an appointment by writing to her at Cloudflare, Inc., 101 Townsend Street, San Francisco, California 94107, Attention: Secretary.

Registered Stockholders. If your shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (Computershare), then you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live during the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If your shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, then you are considered to be the beneficial owner of shares that are held in “street name,” and the proxy materials were forwarded to you by your broker, bank, or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live during the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”

What is the quorum requirement?

A quorum is the minimum number of shares required to be present or represented by proxy during the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, whether virtually or by proxy, of the holders of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum for the Annual Meeting. The shares subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum. If there is no quorum, then either the (i) chairperson of the meeting or (ii) the stockholders entitled to vote at the meeting and present, whether present virtually or by proxy, may adjourn the meeting to another time or place.

How do I vote and what are the voting deadlines?

If you are a stockholder of record, there are four ways to vote:

If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to

4

direct your broker, bank, or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form and may be able to vote by telephone or on the Internet, depending on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank, or nominee.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. Matthew Prince, Michelle Zatlyn, and Thomas Seifert have been designated as proxy holders by our Board of Directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted during the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this Proxy Statement are properly presented during the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned or postponed, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

What is the effect of abstentions and broker non-votes?

Votes withheld from any nominee, abstentions, and broker non-votes are counted as present for purposes of determining the presence of a quorum. Shares voting “WITHHOLD” on Proposal One will have no impact on the outcome of Proposal One. Abstentions will have the same effect as a vote “AGAINST” on Proposals Two, Three, Four, Five, Six, and Seven. Broker non-votes will have no effect on Proposals One, Two, Three, Five, Six, and Seven and will have the same effect as a vote “AGAINST” Proposal Four.

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank, or other nominee will have discretion to vote your shares on our “routine” matters, which are the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 and the proposal to approve one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting. Absent direction from you, your broker, bank, or other nominee will not have discretion to vote on Proposals One, Three, Four, Five, or Six which are “non-routine” matters. In the event that your broker, bank, or

5

other nominee votes your shares on our routine matters, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our Board of Directors is soliciting proxies for use in the Annual Meeting by means of the proxy materials. All expenses associated with this solicitation will be borne by us, including the preparation, assembly, printing, mailing, and distribution of these proxy materials. In addition, we will reimburse brokers, banks, and other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. Our directors, officers, and other employees may also solicit proxies in person, by mail, telephone, email, or by other means of communication. Our directors, officers, and other employees will not be paid any additional compensation for soliciting proxies.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results during the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission (“SEC”) within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

What does it mean if I receive more than one set of printed proxy materials?

If you receive more than one set of printed proxy materials, then your shares may be registered in more than one name and/or are registered in different accounts. Please follow the voting instructions on each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which is permitted by SEC rules. Under this procedure, we deliver a single copy of the proxy materials, to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of next year’s notice of internet availability and, if applicable, our proxy materials, such stockholder may contact us at:

Cloudflare, Inc.

Attention: Investor Relations

101 Townsend Street

San Francisco, California 94107

(888) 993-5273

Street name stockholders may contact their broker, bank, or other nominee to request information about householding.

6

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

As provided in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2027 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than     , 2026. In addition, stockholder proposals must comply with the other requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Cloudflare, Inc.

Attention: Secretary

101 Townsend Street

San Francisco, California 94107

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our notice of annual meeting (or any supplement thereto), (ii) otherwise properly brought before such annual meeting by or at the direction of our Board of Directors, or (iii) properly brought before such meeting by a stockholder who is a stockholder of record at the time of the giving of the notice required by our amended and restated bylaws, on the record date for the determination of stockholders entitled to notice of such annual meeting, on the record date for the determination of stockholders entitled to vote at such annual meeting and at the time of such annual meeting, and who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for the 2027 annual meeting of stockholders, our Secretary must receive the written notice at the address set forth above:

In the event that we hold the 2027 annual meeting of stockholders more than 25 days before or after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by our Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made.

Pursuant to Rule 14a-8, if a stockholder has notified us of his, her, or its intention to electronically present a proposal at an annual meeting of stockholders but does not appear to electronically present his, her, or its proposal at such annual meeting, then we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

Holders of our common stock may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.”

7

Further, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement.

In addition to satisfying the requirements of our amended and restated bylaws, including the earlier notice deadlines set forth above and therein, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees (other than our nominees) must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act.

Availability of Bylaws

A copy of our amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

What do I need to be able to attend the Annual Meeting online?

We will be hosting our Annual Meeting via live webcast only. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the close of business on     , 2026, or if you hold a valid proxy for the Annual Meeting. Any such stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/NET2026. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. If you do not have a control number, you will be able to listen to the meeting only and you will not be able to vote or submit your appropriate questions during the meeting.

The Annual Meeting webcast will begin promptly at 8:30 a.m. Pacific Time on Tuesday, June 30, 2026. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

Why is this Annual Meeting being held virtually?

We are continuously exploring technologies and services that will best permit our stockholders to engage with us from any location around the world and exercise their vote. As was the case for last year’s annual meeting of stockholders, we have decided to conduct the Annual Meeting on a virtual basis because we believe it will be more beneficial than holding a live meeting. The virtual meeting technology that we use provides ease of access and real-time communication, while reducing the environmental impact and costs associated with an in-person meeting. We believe that by hosting our Annual Meeting virtually, our stockholders will be provided comparable rights and opportunities to participate as they would at an in-person meeting, while offering a greater level of flexibility for many of our stockholders who may not be able to attend an annual meeting of stockholders in person.

Stockholders of record and street name stockholders with a legal proxy from their broker, bank, or other nominee will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NET2026, which will allow such stockholders to submit appropriate questions and vote shares electronically during the Annual Meeting. We believe our stockholders’ increased opportunity to participate in the Annual Meeting virtually should alleviate any concerns about disenfranchisement of our stockholder base as a result of our decision not to hold the Annual Meeting in person.

8

How can I submit a question before or during the Annual Meeting?

If you want to submit a question in compliance with the rules of conduct of the Annual Meeting (the “Rules of Conduct”) during the Annual Meeting, log into www.virtualshareholdermeeting.com/NET2026, type your question into the “Ask a Question” field, and click “Submit.” Stockholders are permitted to submit appropriate questions before and during the Annual Meeting via www.proxyvote.com and the virtual meeting website, respectively, that are in compliance with the Rules of Conduct that will be available on the virtual meeting website and with a limit of one question per stockholder. We will answer as many questions submitted in accordance with the Rules of Conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders and otherwise in compliance with the Rules of Conduct will be answered. Our virtual meeting website will also contain instructions for accessing technical support to assist in the event a stockholder encounters any difficulties accessing the virtual meeting. The questions received during the meeting that comply with the Rules of Conduct and our answers to such questions will be available as soon as practicable after the Annual Meeting on https://cloudflare.NET. The questions and answers will remain available on https://cloudflare.NET for one week after posting.

What if I have technical difficulties or trouble accessing the Annual Meeting?

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/NET2026. Technical support will be available starting at 8:15 a.m. Pacific Time on Tuesday, June 30, 2026 and will remain available until the Annual Meeting has ended.

Who will count the votes?

Votes will be counted by the inspector of election appointed for the Annual Meeting by our Board of Directors.

How can I contact the Company’s transfer agent?

You may contact our transfer agent, Computershare, by telephone at 1-800-736-3001 or by regular mail to P.O. Box 43078, Providence, RI 02940-3078 or by overnight delivery to 150 Royall St., Suite 101, Canton, MA 02021. You may also access instructions with respect to certain stockholder matters (e.g., change of address) via the Internet at www.computershare.com/investor.

9

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board of Directors, which is elected by our stockholders. Our Board of Directors consists of nine sitting directors, all of whom, other than Dr. Graham-Cumming, Mr. Prince, and Ms. Zatlyn, qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE”). Our Board of Directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, one class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth information regarding our directors, including their ages and current committee assignments, as of April 30, 2026:

10

Our Board of Directors believes that directors who provide a significant breadth of experience, knowledge, education, and abilities in areas relevant to our business, while also representing a diversity of race, ethnicity, LGBTQ status, gender, age, geography, and other individual qualities and attributes contribute to a well-balanced and effective board. The metrics of our Board of Directors are highlighted in the following graphic.

Information Concerning Director Nominees

Michelle Zatlyn. Ms. Zatlyn is one of our Co-Founders and has served as our President since December 2020. She has also served as Co-Chair of our Board of Directors since February 2025. She previously served as our Chief Operating Officer from 2016 until February 2025 and as our Head of User Experience from 2009 until 2016. Ms. Zatlyn has served as a member of our Board of Directors since November 2009. Ms. Zatlyn currently serves on the board of directors and the audit committee of Atlassian Corporation, Plc. She holds a B.Sc. in Chemistry and Business from McGill University and an M.B.A. from Harvard Business School.

Ms. Zatlyn was selected to serve on our Board of Directors because of the perspective and experience she brings as our President and as one of our Co-Founders.

Scott Sandell. Mr. Sandell has served as a member of our Board of Directors since November 2010, as a member of our compensation committee since February 2019, and as our Lead Independent Director since September 2019. He has served as the Chief Investment Officer and Executive Chairman of New Enterprise Associates, Inc. (NEA), a venture capital firm, since 2023 and 2024, respectively. Previously, Mr. Sandell served as Chairman and CEO from April 2023 to April 2024, Managing General Partner of NEA from April 2017 until April 2023, Co-Managing General Partner from March 2015 to April 2017, and as a General Partner since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. He currently serves on the board of directors and the human resources compensation committee of Coursera, Inc., an online learning platform, and the boards of directors of several privately-held companies. Mr. Sandell previously served on the board of directors of Bloom Energy Corporation, a provider of solid-oxide fuel cell systems, Robinhood Markets, Inc., a financial technology company, and Tuya, Inc., an IoT development platform service provider. Mr. Sandell holds an A.B. in Engineering from Dartmouth College and an M.B.A. from Stanford University.

Mr. Sandell was selected to serve on our Board of Directors because of his leadership experience and experience as a director of both publicly and privately held technology companies.

11

Karim Lakhani. Dr. Lakhani has served as a member of our Board of Directors and as a member of our nominating and corporate governance committee since March 2025. Dr. Lakhani has served as a professor of business administration at the Harvard Business School since July 2006. Since September 2010, he has served as the founder and co-director of the Laboratory for Innovation Science at Harvard and as the principal investigator of the NASA Tournament Laboratory. Since February 2022, he has also served as co-founder and chair of the Digital, Data, and Design (D^3) Institute at Harvard. Dr. Lakhani holds a B.Eng.Mgt. in Electrical Engineering and Management from McMaster University, an SM degree in Technology and Policy from MIT, and a Ph.D. in Management from MIT.

Dr. Lakhani was selected to serve on our Board of Directors because of his extensive expertise in technological innovation, artificial intelligence, and company strategy.

Information Concerning Directors Not Standing for Election at the Annual Meeting

Stacey Cunningham. Ms. Cunningham has served as a member of our Board of Directors and as a member of our nominating and corporate governance committee since March 2025, and she has served as a member of our compensation committee since October 2025. She has served as Operating Partner of Advent International, a global private equity company, since October 2022. From May 2018 to January 2022, Ms. Cunningham served as President of NYSE Group, which includes the New York Stock Exchange, and as the New York Stock Exchange’s Chief Operating Officer from June 2015 until May 2018. Ms. Cunningham currently serves on the board of directors of the New York Stock Exchange. She holds a B.S. in Industrial Engineering from Lehigh University.

Ms. Cunningham was selected to serve on our Board of Directors because of her experience as an executive officer of a market leading company and her significant experience with financial markets and public companies, including corporate governance standards.

Mark Hawkins. Mr. Hawkins has served on our Board of Directors and as Chair of our audit committee since June 2022. He served as President and Chief Financial Officer Emeritus Advisor for Salesforce, Inc., a software company, from February 2021 to November 2021. Prior to that, he served as President and Chief Financial Officer and Principal Financial Officer of Salesforce, Inc. from August 2017 to January 2021, and as the Chief Financial Officer, Principal Financial Officer and Executive Vice President of Salesforce, Inc. from August 2014 to August 2017. From April 2009 to July 2014, Mr. Hawkins served as Executive Vice President, Chief Financial Officer, and Principal Financial Officer of Autodesk, Inc., a design software and services company. Mr. Hawkins previously served as Chief Financial Officer and Senior Vice President of Finance and Information Technology at Logitech International S.A., a global hardware company, from April 2006 to April 2009. Mr. Hawkins currently serves on the board of directors and audit and compensation committees of Toast, Inc., a software company, and the board of directors and audit committee of Workday, Inc., a software company. He previously served on the board of directors of SecureWorks Corp., a global cybersecurity company, and in 2021, he briefly served on the board of directors of Fidelity National Information Services, Inc., a financial technology company, before stepping down from the role. He holds a B.A. in Operations Management from Michigan State University and an M.B.A from University of Colorado. He also completed the Advanced Management Program at Harvard Business School.

Mr. Hawkins was selected to serve on our Board of Directors due to his experience as an executive officer and director of publicly traded software and technology companies and his financial expertise in the technology industry.

Carl Ledbetter. Dr. Ledbetter has served as a member of our Board of Directors since November 2009 and as a member of our audit committee since December 2018. In addition, he has served as a member of our compensation committee since March 2021 and as Chair of the compensation committee since September 2023. Dr. Ledbetter previously served as Chair of our nominating and corporate governance committee from August 2019 until September 2023. Dr. Ledbetter has served as the Chairman and Chief Technology Officer of SimpleRose, Inc., a software company, since July 2018 and as Chief Executive Officer of SimpleRose, Inc. since August 2019. He served as a Managing Director of Pelion Venture Partners, a venture capital firm, from January

12

2003 through June 2018 and as a Special Advisor from June 2018 until December 2019. Dr. Ledbetter has served on the boards of directors of four other public companies and more than thirty privately-held companies during his career. Dr. Ledbetter holds a B.S. in Mathematics from the University of Redlands, an M.S. in Mathematics from Brandeis University, and a Ph.D. in Mathematics from Clark University.

Dr. Ledbetter was selected to serve on our Board of Directors because of his understanding of networking technology and his experience as a director of several technology companies.

John Graham-Cumming. Dr. Graham-Cumming has served as a member of our Board of Directors since March 2025. Dr. Graham-Cumming served as our Chief Technology Officer from 2016 until March 2025. Prior to that, he served as a Programmer for us from December 2011 until 2016. Dr. Graham-Cumming holds a B.A. and M.A. in Mathematics and Computation and a D.Phil. in “The formal development of secure systems” from the University of Oxford.

Dr. Graham-Cumming was selected to serve on our Board of Directors because of his extensive experience as our former Chief Technology Officer and intimate knowledge of our company, our products and technology, the market in which we compete, and our customer needs, as well as his knowledge of the Internet and its underlying technologies including the use of machine learning and artificial intelligence.

Matthew Prince. Mr. Prince is one of our Co-Founders and has served as our Chief Executive Officer since July 2009. He currently serves as Co-Chair of our Board of Directors and was Chair from July 2009 until February 2025. He also co-founded Unspam Technologies, Inc., a software and services company, and has served as its Chair since December 2001. Mr. Prince holds a B.A. in English and a minor in Computer Science from Trinity College-Hartford, a J.D. from the University of Chicago Law School, and an M.B.A. from Harvard Business School.

Mr. Prince was selected to serve on our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as one of our Co-Founders.

Katrin Suder. Dr. Suder has served as a member of our Board of Directors and as a member of our audit committee since August 2019, as well as a member of our nominating and corporate governance committee since September 2023. Since January 2019, she has been employed by TAE Advisory & Sparring GmbH, a consulting company which Dr. Suder co-founded, and previously served as TAE’s co-Chief Executive Officer from January 2019 until December 2023. From August 2018 until December 2022, Dr. Suder served as Chairperson of the Advisory Council on Digitalization to the German Federal Government. From August 2014 until April 2018, Dr. Suder served as State Secretary for the German Federal Ministry of Defense. From October 2000 to July 2014, she was employed by McKinsey & Company, a management consulting company, where she managed the German Public Sector Practice from 2010 to 2014. Dr. Suder currently serves on the supervisory board of LEG Immobilien SE, a German property company, and Deutsche Post AG, a logistics company. Dr. Suder holds a B.A. in German Literature and Theater and a Ph.D. in Computational Neuroscience from Ruhr University Bochum.

Dr. Suder was selected to serve on our Board of Directors because of her experience at the intersection of technology, business, and policy.

Director Independence

Our Class A common stock is listed on the NYSE. Under the listing standards of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of the NYSE, a director will only qualify as an “independent director” if the listed company’s board of directors affirmatively

13

determines that the director does not have a material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). As noted in the commentary to the listing standards, the concern underlying these listing standards is independence from management.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing standards of the NYSE. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the NYSE.

Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our Board of Directors has affirmatively determined that each of our directors, other than Dr. Graham-Cumming, Mr. Prince, and Ms. Zatlyn, does not have any material relationship with our company and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE and the applicable rules and regulations of the SEC. In making these affirmative determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining the independence of the non-employee directors, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Matthew Prince, our Co-Founder and Chief Executive Officer, and Michelle Zatlyn, our Co-Founder and President, each serve as Co-Chair of our Board of Directors, preside over meetings of our Board of Directors, and hold such other powers and carry out such other duties as are customarily carried out by the Chair of our Board of Directors. Our independent directors bring experience, oversight, and expertise from outside of our company, while Mr. Prince and Ms. Zatlyn each bring current company-specific experience, leadership, and insight as our Co-Founders and as our Chief Executive Officer and our President, respectively.

Our Board of Directors has adopted corporate governance guidelines that provide that one of our independent directors should serve as our Lead Independent Director if the Chair is not independent. Our Board of Directors has appointed Scott Sandell to serve as our Lead Independent Director. As Lead Independent Director, Mr. Sandell presides over periodic meetings of our independent directors, has authority to call additional meetings of the independent directors, meets regularly with our Co-Chairs and serves as a liaison between our Co-Chairs and our independent directors, facilitates effective and candid communication to optimize performance of the Board of Directors, and performs such additional duties as our Board of Directors or the independent directors may otherwise determine and delegate. The Board of Directors believes that our structure is appropriate and provides independent leadership and engagement from the Lead Independent Director, while providing the benefit of having our Chief Executive Officer and our President, the individuals with primary responsibility for managing our day-to-day operations, co-chair regular Board of Directors meetings as key business and strategic issues are discussed.

Board Meetings and Committees

During our fiscal year ended December 31, 2025, our Board of Directors held seven meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.

14

Although our corporate governance guidelines do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All of our then-serving directors virtually attended our 2025 annual meeting of stockholders (the “2025 Annual Meeting”).

Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board of Directors is described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

From time to time, our Board of Directors also establishes ad hoc committees to address particular matters. For example, in October 2025, our Board of Directors established a special governance committee (the “Special Committee”) to consider and evaluate any potential modifications to our existing capital and governance structure (such potential modifications, together with any alternatives thereto and any related considerations, collectively, the “Potential Governance Alternatives”), as further described in “Proposal Four—Adoption of an Amendment and Restatement of our Certificate of Incorporation.” The Special Committee consists of Drs. Lakhani and Suder and Mr. Sandell, with Dr. Lakhani serving as Chair. The Board of Directors determined that each of Drs. Lakhani and Suder and Mr. Sandell is a “disinterested director” within the meaning of Section 144 of the DGCL with respect to the Potential Governance Alternatives, satisfies the applicable criteria for determining director independence from Cloudflare and each of Mr. Prince and Ms. Zatlyn under the rules (and interpretations thereof) promulgated by the New York Stock Exchange (the “NYSE Independence Standard”) (treating Mr. Prince and Ms. Zatlyn as if Mr. Prince and Ms. Zatlyn, as applicable, were Cloudflare for the purposes of applying the NYSE Independence Standard to Mr. Prince and Ms. Zatlyn, as applicable), and meets the definition of “non-employee director” under Rule16b-3 of the Securities Exchange Act of 1934, as amended (collectively, the “Special Committee Independence Determinations”).

Audit Committee

Our audit committee consists of Mr. Hawkins, Dr. Ledbetter, and Dr. Suder, with Mr. Hawkins serving as Chair. Each member of our audit committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of the NYSE. In addition, our Board of Directors has determined that each of Mr. Hawkins and Dr. Ledbetter is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our audit committee is responsible for, among other things:

15

No member of our audit committee may serve on the audit committee of more than three public companies, including Cloudflare, unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on the audit committee and discloses such determination in accordance with the requirements of the NYSE.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our audit committee is available on our website at https://cloudflare.NET.

Our audit committee held eight meetings during the fiscal year ended December 31, 2025.

Compensation Committee

Our compensation committee consists of Dr. Ledbetter, Mr. Sandell, and Ms. Cunningham (who joined in October 2025), with Dr. Ledbetter serving as Chair. Each member of our compensation committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

Our compensation committee has engaged an independent consultant, Compensia, Inc. (Compensia), to advise and support the compensation committee on executive and non-employee director compensation matters. Compensia reports directly to the compensation committee and does not provide services to company management, although Compensia typically coordinates with company management for data collection and materials related to their committee work. For more information on the processes and procedures followed by the compensation committee for the consideration and determination of executive compensation, see the section titled “Compensation Discussion and Analysis.”

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our compensation committee is available on our website at https://cloudflare.NET.

Our compensation committee held four meetings during the fiscal year ended December 31, 2025.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Dr. Lakhani and Ms. Cunningham, with Dr. Lakhani serving as Chair. Maria Eitel served on the nominating and corporate governance committee until

16

her resignation from the Board of Directors in March of 2025, and Dr. Suder served on the nominating and corporate governance committee until October of 2025. Each member of our nominating and corporate governance committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE. A copy of the charter of our nominating and corporate governance committee is available on our website at https://cloudflare.NET.

Our nominating and corporate governance committee held three meetings during the fiscal year ended December 31, 2025.

Compensation Committee Interlocks and Insider Participation

During 2025, Dr. Ledbetter, Mr. Sandell, and Ms. Cunningham served as members of our compensation committee. Ms. Cunningham joined the compensation committee in October of 2025. During 2025, none of the then-serving members of our compensation committee had been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or compensation committee.

Executive Sessions of Non-Employee Directors

To encourage and enhance communication among non-employee directors, and as required under applicable NYSE rules, our corporate governance guidelines provide that the non-employee directors will meet in executive sessions without management directors or management present on a periodic basis but no less than twice per year. Such executive sessions will be led by independent directors as determined by the independent directors either in advance or at the commencement of the session. In addition, if any of our non-employee directors are not independent directors, then our independent directors will also meet in executive session on a periodic basis but not less than twice per year.

Considerations in Evaluating Director Nominees

Identifying and Evaluating Director Nominees

Our Board of Directors has delegated to the nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to the Board of Directors (including candidates to fill any

17

vacancies that may occur) and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s charter. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors based on feedback collected through annual performance self-evaluations and skills assessments completed by our directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates to the Board of Directors for its approval as director nominees for election to the Board of Directors.

Director Qualifications

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, including current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, ethics, integrity, judgment, diversity of experience, independence, skills, education, expertise, business acumen, length of service, understanding of our business and industry, potential conflicts of interest, and other commitments, including service on other public company boards of directors and related committees. Nominees must also have proven achievement and competence in their field, the ability to offer advice and guidance to our management team, the ability to make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director. Director candidates must have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board and committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings (and, in no event, attend fewer than 75% of such meetings). Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Although our Board of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that our Board of Directors should be a diverse body. In evaluating director candidates, including members of our Board of Directors eligible for re-election, our nominating and corporate governance committee considers factors including, without limitation, issues of character, integrity, judgment, independence, length of service, potential conflicts of interest, other commitments and diversity, and with respect to diversity, such factors as gender, race, ethnicity, LGBTQ status, age, professional background, experience, perspective and area of expertise as well as other individual qualities and attributes that contribute to the total diversity of viewpoints and experience represented on our Board of Directors. Nominees must also have the highest personal and professional ethics and integrity and the ability to assist and support our management team based on proven achievement and leadership in the companies or institutions with which they are affiliated. Director candidates must understand the fiduciary responsibilities that are required of a member of our Board of Directors and have sufficient time available in the judgment of our nominating and corporate governance committee to diligently perform all Board of Directors and committee responsibilities.

Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full Board of Directors the director nominees for selection.

The foregoing considerations were all applied by the nominating and corporate governance committee during a thorough process to review candidates for our Board of Directors. As a result of that process, the nominating and

18

corporate governance committee recommended, and our Board of Directors decided to nominate, each of Ms. Zatlyn, Mr. Sandell and Dr. Lakhani as candidates for re-election at the upcoming Annual Meeting.

Stockholder Recommendations and Nominations to the Board of Directors

Our nominating and corporate governance committee will consider director candidates recommended by stockholders holding at least one percent (1%) of our fully diluted capitalization continuously for at least 12 months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amended and restated certificate of incorporation, amended and restated bylaws, and applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, and our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our Secretary in writing. Such recommendations must include information about the candidate, information regarding any relationships between the candidate and Cloudflare, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our capital stock, a signed letter from the candidate confirming willingness to serve on our Board of Directors, and any additional information required by our amended and restated bylaws. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board of Directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and Rule 14a-19 and should be sent in writing to our Secretary at Cloudflare, Inc., 101 Townsend Street, San Francisco, California 94107. To be timely for the 2026 annual meeting of stockholders, nominations must be received by our Secretary observing the same deadlines for stockholder proposals discussed above under “General Information—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”

Communications with Our Board of Directors

Interested parties wishing to communicate with non-management members of our Board of Directors may do so by writing and mailing the correspondence to our Secretary at Cloudflare, Inc., 101 Townsend Street, San Francisco, California 94107. Each communication should set forth (i) the name and address of the sender and (ii) the class and number of shares of our common stock, if any, that are owned of record or beneficially owned by the sender.

Our Secretary or legal department, in consultation with appropriate members of our Board of Directors as necessary, will review all incoming stockholder communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our Board of Directors, or if none is specified, to the Lead Independent Director.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board of Directors has adopted corporate governance guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, President, Chief Financial Officer, and other executive and senior financial officers. The full text of our corporate governance guidelines and our code of business conduct and ethics is posted on our website at https://cloudflare.NET. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website, or in filings under the Exchange Act.

19

Role of the Board in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, cybersecurity, legal and compliance, and reputational. We have designed and implemented processes to manage these risks. Management is responsible for the day-to-day oversight and management of risks our company faces, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our Board of Directors believes that open communication between management and our Board of Directors is essential for effective risk management and oversight. Consistent with this approach, our Board of Directors, with the assistance of its committees, regularly reviews our strategic and operational risks in the context of discussions with management, question and answer sessions, and reports from the management team at each of its regular meetings. Directors also have access to management outside of its regular meetings and are free to ask any questions and receive all information necessary to perform their duties as a director. Our Board of Directors also receives regular reports on all significant committee activities at each of its regular meetings, and evaluates the risks inherent in significant transactions.

While our Board of Directors ultimately is responsible for risk oversight, the committees of our Board of Directors assist it in fulfilling its oversight responsibilities in certain areas of risk. For example, our audit committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and cybersecurity, and discusses with management, our internal audit function, and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our nominating and corporate governance committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board and committee organization, director independence, conflicts of interest, corporate social responsibility and sustainability programs, and corporate governance. Our compensation committee assesses risks created by the incentives inherent in our compensation policies by reviewing, in consultation with management and Compensia, our compensation committee’s independent compensation consultant, our compensation plans, policies, and practices for named executive officers and other employees. These committees provide regular reports on our risk management efforts to the full Board of Directors.

Non-Employee Director Compensation

We have adopted a compensation policy for our non-employee directors. Under this director compensation policy, each non-employee director receives the cash and equity compensation for his or her board services described below. We also reimburse our non-employee directors for reasonable, customary, and documented travel expenses to board and committee meetings. This policy was developed with input from Compensia regarding practices and compensation levels at comparable companies. We considered and discussed these recommendations and data, and considered the specific duties and committee responsibilities of particular directors. After careful consideration of this information and the scope of the duties and responsibilities of our non-employee directors, our Board of Directors adopted and our stockholders approved the director compensation policy. We review the director compensation policy every other year, with the most recent review occurring in January 2026, and we continue to believe this policy provides reasonable compensation to our non-employee directors that is commensurate with their contributions and appropriately aligned with our peers.

The policy includes a maximum annual limit of $750,000 for cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with U.S. Generally Accepted

20

Accounting Principles (“GAAP”)). Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

Cash Compensation

Under the director compensation policy, each non-employee director is paid an annual cash retainer of $30,000. In addition, non-employee directors are entitled to receive the following cash compensation for annual service in the following positions:

Each non-employee director who serves as a committee chair will receive only the additional annual cash fee as the chair of the committee, and not the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

In January 2026, the Board of Directors approved compensation for members of the Special Committee consisting of (i) a monthly payment to the chair of the Special Committee of $10,000 capped at a maximum of $30,000, effective as of January 1, 2026, (ii) a monthly payment to each member of the Special Committee (other than the chair), of $7,500 capped at a maximum of $22,500, effective as of January 1, 2026, and (iii) a payment per meeting to each member of the Special Committee (including the chair) of $1,500 capped at a maximum of $15,000, effective upon the formation of the Special Committee.

Equity Compensation

Initial Award

Each person who first becomes a non-employee director will receive, on the first trading date on or after the date on which the person first becomes a non-employee director, an initial award of restricted stock units (“RSUs”) covering a number of shares of our Class A common stock having a grant date fair value (determined in accordance with GAAP) equal to $400,000, rounded down to the nearest whole share. This initial award vests in equal annual installments on each of the first three anniversaries of the date of becoming a non-employee director, subject to continuing to provide services to us through each applicable vesting date. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the person to an initial award. If the Class C Split occurs, all future initial awards under our outside director compensation policy will cover only Class C common stock.

Annual Award

Each non-employee director who has completed at least six months of continuous service as a non-employee director automatically will receive, on the date of each annual meeting of our stockholders, an annual award of RSUs covering a number of shares of our Class A common stock having a grant date fair value (determined in accordance with GAAP) equal to $206,750, rounded down to the nearest whole share. Each annual award will

21

vest on the earlier of (i) the one-year anniversary of the date the annual award is granted or (ii) the day prior to the date of the annual meeting of our stockholders that next follows the grant date of the annual award, subject to continuing to provide services to us through the applicable vesting date. If the Class C Split occurs, all future annual awards under our outside director compensation policy will cover only Class C common stock.

Change in Control

In the event of a “change in control” (as defined in our 2019 Plan), each non-employee director will fully vest in his or her outstanding equity awards, provided that the non-employee director continues to be a non-employee director through the date of the change in control.

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors for the year ended December 31, 2025. Directors who also serve as employees receive no additional compensation for their service as directors. During 2025, Mr. Prince, our Chief Executive Officer, and Ms. Zatlyn, our President, were each a member of our Board of Directors, as well as an employee, and thus received no additional compensation for his or her services as a director. See the section titled “Executive Compensation” for additional information regarding their compensation.

22

23

PROPOSAL ONE:

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our Board of Directors is comprised of nine sitting members. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three staggered classes of directors. One class is elected each year during the annual meeting of stockholders for a term of three years. The term of the Class I directors expires at the Annual Meeting, the term of the Class II directors expires at the 2027 annual meeting of stockholders, and the term of the Class III directors expires at the 2028 annual meeting of stockholders. After their initial terms expire, directors are expected to be elected to hold office for three-year terms and until their successors have been duly elected and qualified, subject to their earlier death, resignation, or removal.

Nominees

Our Class I directors, whose terms will expire at the Annual Meeting, are Michelle Zatlyn, Scott Sandell, and Karim Lakhani. Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, each of Ms. Zatlyn, Mr. Sandell, and Dr. Lakhani as nominees for election as Class I directors in the Annual Meeting. If elected, each of Ms. Zatlyn, Mr. Sandell, and Dr. Lakhani will serve as a Class I director until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal. Each of the nominees is a current Class I director and member of our Board of Directors. For information concerning the nominees, please see “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Ms. Zatlyn, Mr. Sandell, and Dr. Lakhani. We expect that each of Ms. Zatlyn, Mr. Sandell, and Dr. Lakhani will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board of Directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon to be approved. Any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.

24

PROPOSAL TWO:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2026, and we are asking you and our other stockholders to ratify this appointment. KPMG has served as our independent registered public accounting firm since 2014.

Our Board of Directors is submitting the appointment of KPMG to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of KPMG, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of KPMG, our audit committee may reconsider the appointment. Representatives of KPMG will be present during the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

We have adopted a policy under which our audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. As part of its review, our audit committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the PCAOB. Our audit committee has pre-approved all services performed by KPMG during fiscal year 2025 in accordance with the pre-approval policy.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our company by KPMG for our fiscal years ended December 31, 2025 and 2024.

25

Auditor Independence

In our fiscal year ended December 31, 2025, there were no other professional services provided by KPMG, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG.

Vote Required

The ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

26

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The audit committee is a committee of our Board of Directors comprised solely of independent directors as required by the listing standards of the NYSE and rules and regulations of the SEC. The audit committee operates under a written charter approved by our Board of Directors, which is available on our website at https://cloudflare.NET. The composition of the audit committee, the attributes of its members, and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm, KPMG, is responsible for performing an independent audit of our consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the audit committee’s review and discussions with management and KPMG, the audit committee recommended to the Board of Directors that the audited financial statements be included in the 2025 Annual Report for filing with the SEC.

Respectfully submitted by the members of the audit committee of our Board of Directors:

Mark Hawkins (Chair)

Carl Ledbetter

Katrin Suder

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and this report and the information contained therein will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act or be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act.

27

PROPOSAL THREE:

ADVISORY VOTE TO APPROVE THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders with the opportunity to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement. For a discussion of the 2025 compensation of our named executive officers, see the section titled “Executive Compensation—Compensation Discussion and Analysis.”

The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee, or our Board of Directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this Proxy Statement, which provides a comprehensive review of our executive compensation program and its elements, objectives, and rationale. We believe that the information provided in the section titled “Executive Compensation,” and in particular the information discussed in the section titled “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Philosophy and Objectives,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following non-binding resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion, and other related disclosure.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers, requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect on the outcome of this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our Board of Directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

28

PROPOSAL FOUR:

APPROVAL AND ADOPTION OF AN AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

General

Our Board of Directors, acting upon the unanimous recommendation of the Special Committee, has determined that it is advisable, fair to, and in our best interests and the best interests of our stockholders to adjust our capital structure and make certain governance changes as follows:

29

As further described below, our Board of Directors believes that the authorization of Class C common stock, the Class C Split, the designation of the Series FF preferred stock, the consummation of the Preferred Exchange, and the foregoing governance changes will, among other things, benefit our company and our stockholders by (1) allowing us to maintain focus on the Co-Founders’ long-term vision, (2) incentivizing the Co-Founders to remain in leadership roles with us, (3) providing other benefits to the holders of shares of Class A common stock, in each case as described further below, and (4) enhancing director independence criteria and independent director oversight over our capital and governance structure. In addition, the Class C common stock will be available for use for, among other things, strategic initiatives, including financings and acquisitions, and the issuance of future equity awards to our employees and service providers.

New Certificate

The authorization of Class C common stock and the Class C Split will require us to amend our existing amended and restated certificate of incorporation (the “Current Certificate”). However, the implementation of the Preferred Exchange, including the filing of the Certificate of Designations, the execution of the Exchange

30

Agreement, and the issuance of the Series FF preferred stock, will not require stockholder approval, and we are not seeking any such approval. Acting upon the recommendation of the Special Committee, our Board of Directors unanimously adopted resolutions approving and declaring advisable, and recommending that our stockholders adopt and approve, the New Certificate. The principal amendments to our Current Certificate, as reflected in the New Certificate and further described in the proposals set forth below, are as follows:

Stockholders will vote to approve and adopt our New Certificate, the full text of which is attached to this Proxy Statement as Appendix A-1. As part of their vote on the New Certificate, our stockholders are being asked to vote separately on each of the following Proposals 4A through 4F, which describe the principal amendments to our Current Certificate and which collectively comprise this Proposal Four:

31

Moreover, in the event of certain mergers or similar business combinations, or in the event of certain tender or exchange offers by a third party pursuant to an agreement to which we are a party, the holders of shares of Class A common stock, Class B common stock, and Class C common stock will receive the same form of consideration and the same amount of consideration on a per share basis unless different treatment of the shares of Class C common stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, Class B common stock and Class C common stock, each voting separately as a class. However, shares of such classes may receive or have the right to elect to receive different or disproportionate consideration in connection with any such merger, combination, or tender or exchange offer if the only difference in the per share consideration is that any securities distributed to the holder of a share of Class C common stock have no voting rights or power. See the section titled “Description of Capital Stock—Common Stock—Equal Status” for more information.

In addition, upon a liquidation, dissolution, or winding up, all shares of Class A common stock, Class B common stock, and Class C common stock will be entitled to receive ratably, on a per share basis, all of our assets available for distribution to the stockholders unless different treatment of the shares of Class C common stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, Class B common stock, and Class C common stock, each voting separately as a class. See “Description of Capital Stock—Common Stock—Right to Receive Liquidation Distributions” for more information and “ —Preferred Stock—Series FF Preferred Stock—Right to Receive Liquidation Distributions” for a discussion of the liquidation preference for the Series FF preferred stock. Following the completion of the Capitalization Changes (as defined below), no Class B common stock will remain outstanding.

The approval of each of Proposals 4A through 4F is required to approve and adopt the New Certificate, and each is an integral element of the New Certificate. Accordingly, the implementation of each of Proposals 4A through 4F, comprising this Proposal Four, is cross-conditioned upon the approval by our stockholders of all of the proposals comprising this Proposal Four. None of the actions contemplated by this Proposal Four will be implemented if any of Proposal 4A, 4B, 4C, 4D, 4E, or 4F is not approved by our stockholders. In this Proxy Statement, when we refer to the approval and adoption of the New Certificate, we are referring to our stockholders approving and adopting the amendment and restatement of our Current Certificate by approving each of the proposals comprising this Proposal Four, which will collectively constitute approval of this Proposal Four. The proposals set forth above describe the principal amendments to our Current Certificate that require a vote of our stockholders. Even if specific amendments to the New Certificate that require a stockholder vote are

32

not fully described above, the approval of each of the proposals comprising Proposal Four shall constitute the requisite approval and adoption of the New Certificate, in the form attached to this Proxy Statement as Appendix A-1, as required by Delaware law. Accordingly, you should read the full text of the New Certificate.

The description of the New Certificate in this Proxy Statement is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the New Certificate which is attached to this Proxy Statement as Appendix A-1. For convenience of reference, a copy of the New Certificate showing the changes from the Current Certificate, with deleted text shown in strikethrough and added or moved text shown as underlined, is attached to this Proxy Statement as Appendix A-2.

If the New Certificate is adopted by the required vote of our stockholders, we intend to file the New Certificate with the Secretary of State of the State of Delaware prior to the end of the third quarter of 2026. The New Certificate will be effective immediately upon filing with the Secretary of State or at such later time as is specified in the New Certificate (the “Effective Date”). Our Board of Directors reserves the right to abandon or delay the filing of the New Certificate even if it is approved by our stockholders.

Following the filing of the New Certificate, our Board of Directors intends that all outstanding stock options and RSUs granted pursuant to our 2010 Plan, 2019 Plan, the ESPP, the Area 1 Security, Inc. 2013 Stock Incentive Plan (the “Area 1 Plan” and collectively with the 2010 Plan, 2019 Plan, and ESPP, our “Equity Plans”) and any equity awards granted outside of such equity-based plans will be adjusted as described under “Certain Other Effects of Class C Split-Effect on Equity-Based Incentive Plans and Outstanding Equity Awards.” In addition, as described in Proposal Five and Proposal Six, we are also asking our stockholders to approve the amendment and restatement of our 2019 Plan and ESPP, respectively, to reflect our new capital structure and make certain other amendments.

As more fully explained below, the Class C Split will not initially affect the relative voting power or economic interest of any stockholder. However, we expect that the market price for the shares of our Class A common stock will generally reflect the effect of a two-for-one forward stock split.

The shares of Class A common stock will continue to trade on NYSE after the Class C Split. We intend to apply to list the shares of Class C common stock on NYSE. The listing of the shares of Class C common stock on NYSE is subject to NYSE’s approval of such listing applications and notices, which will be conditioned upon our satisfaction of certain listing requirements. We believe that we will be able to satisfy these listing requirements. Assuming that the Class C Split occurs, we expect the market price of shares of Class C common stock to initially be approximately equal to the market price of shares of Class A common stock (as such price is adjusted as a result of the Class C Split).

The Special Committee and our Board of Directors believe that the adoption of the New Certificate, the Certificate of Designations, the Preferred Exchange, and the Class C Split (collectively, the “Capitalization Changes”), will have a number of benefits for us and our stockholders, but could also result in a number of potential negative consequences. See “Reasons for the Capitalization Changes” below.

As a result of their holdings of more than a majority of our total outstanding voting power as of the Record Date, the Co-Founders (together with their affiliates) have the power to approve and adopt the New Certificate without the affirmative vote of any other stockholder.

The Special Committee

The Special Committee was established in October 2025 as a committee of our Board of Directors to consider and evaluate the Potential Governance Alternatives.

Among other things, our Board of Directors expressly delegated to the Special Committee the authority to negotiate (or oversee the negotiation of) and to reject the Potential Governance Alternatives. The Board of

33

Directors also authorized the Special Committee to retain, at our expense, such legal, financial, and other advisors, consultants, and experts as the Special Committee determined to be necessary or appropriate to assist and advise the Special Committee in performing its responsibilities, and to enter into contracts with such advisors, consultants, and experts for their compensation, reimbursement of expenses, and indemnification. The Board of Directors also resolved that the Special Committee would have the power to authorize and direct the appropriate officers of the Company to provide such information and assistance as may be requested by the Special Committee in the exercise of its responsibilities.

Our Board of Directors appointed Drs. Lakhani and Suder and Mr. Sandell as members of the Special Committee. Following the establishment of the Special Committee, the members of the Special Committee appointed Dr. Lakhani as Chair of the Special Committee. Our Board of Directors also made the Special Committee Independence Determinations.

Background

The following chronology summarizes the material meetings and events that led to the approval of the Transaction Documents. This chronology does not purport to catalogue every conversation of, or among, our Board of Directors, the Special Committee, Matthew Prince, our Co-Founder, Co-Chair of our Board of Directors, and our Chief Executive Officer (“CEO”), Michelle Zatlyn, our Co-Founder, Co-Chair of our Board of Directors and our President or our, the Special Committee’s, or the Co-Founders’ advisors and other parties regarding these matters.

The Board of Directors has monitored and periodically evaluated the optimal governance structure for us in order to empower and incentivize the Co-Founders and to create and maximize value for our stockholders as a whole. In late 2025, the Board of Directors desired to evaluate whether we had the appropriate capital structure in place to facilitate our next growth cycle at this time, with the goals of incentivizing the Co-Founders to continue to guide us and our long-term strategy, permitting appropriate levels of liquidity and diversification for the Co-Founders, and ensuring that we have a capital structure that enables smart and flexible approaches to capital allocation.

On October 15, 2025, the Board of Directors held a regular meeting, with members of our management and a representative of Wilson Sonsini Goodrich & Rosati, P.C. (“Wilson Sonsini”), our outside legal advisor, present. The Board of Directors discussed, among other things, our current corporate governance and capital structure and the possibility of changing our current governance and capital structure. The Board of Directors also discussed forming a special committee to undertake this process in light of the Co-Founders’ positions within our company and their significant beneficial ownership of our common stock and related voting power.

On October 28, 2025, the Board of Directors adopted resolutions, by unanimous written consent, which, among other things established the Special Committee, consisting of Dr. Karim Lakhani, Mr. Scott Sandell and Dr. Katrin Suder, and made the Special Committee Independence Determinations. The Board of Directors also delegated to the Special Committee the power and authority, among other things, to (a) consider, review and evaluate the advisability of the Potential Governance Alternatives, (b) negotiate (or oversee the negotiation of) the structure, size, form, terms and conditions of any Potential Governance Alternative, (c) approve or reject, or recommend to the Board of Directors for approval or rejection, any Potential Governance Alternative, and (d) do all things that may, in the judgment of its members, be deemed necessary, appropriate or advisable to assist the Special Committee in carrying out its responsibilities in connection with or with respect to the Potential Governance Alternatives.

On December 4, 2025, the Special Committee held a meeting by videoconference with representatives of Wilson Sonsini in attendance and with representatives of Potter Anderson & Corroon LLP (“Potter Anderson”) in attendance for a portion of the meeting. Representatives of Wilson Sonsini provided the Special Committee with an overview of their fiduciary duties under Delaware law and related governance considerations. The Special

34

Committee also interviewed Potter Anderson to serve as the Special Committee’s independent legal advisor, and the representatives of Potter Anderson provided an overview of their qualifications, experience and expertise with respect to special committee assignments and corporate governance/capital structure transactions involving potential conflicts of interest. The Special Committee and representatives of Potter Anderson discussed the Special Committee’s mandate, role and objectives with respect to the Potential Governance Alternatives and a potential framework to evaluate such alternatives. In the portion of the meeting that did not include Potter Anderson, the Special Committee elected Dr. Lakhani to serve as chair of the Special Committee and delegated to Dr. Lakhani the authority to interview other possible independent counsel candidates to advise the Special Committee to ensure that the Special Committee made an appropriately informed decision in engaging counsel.

On January 6, 2026, at the direction of the Special Committee, the Chair of the Special Committee interviewed two other law firms to serve as potential counsel to the Special Committee. On January 7, 2026, the Special Committee held a meeting by videoconference with representatives of Wilson Sonsini in attendance. At that meeting, the Special Committee determined to engage Potter Anderson as its independent legal counsel in connection with its evaluation of the Potential Governance Alternatives. The Special Committee also noted that Potter Anderson only had prior engagements with separate committees of the Board of Directors involving only independent directors, had not previously represented Cloudflare or the Co-Founders, and was able to serve as an independent legal advisor to the Special Committee.

On January 13, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Wilson Sonsini in attendance. At the meeting, representatives of Potter Anderson reviewed with the Special Committee, among other things, the disinterestedness of each Special Committee member and discussed the process for engaging an independent financial advisor for the Special Committee. The Special Committee also confirmed that each member of the Special Committee was a “disinterested director” for purposes of Section 144 of the DGCL. The Special Committee and representatives of Wilson Sonsini and Potter Anderson also reviewed and discussed certain selected corporate governance transactions, the key governance changes in these transactions and preliminary considerations for the Special Committee. The Special Committee then delegated to Dr. Lakhani the authority to interview possible independent financial advisors, to report to the Special Committee on the interviews, and to recommend the engagement of a financial advisor to the Special Committee.

At the direction of the Special Committee, representatives of Potter Anderson contacted three investment banks between January 13, 2026 and January 22, 2026 to interview to serve as the Special Committee’s independent financial advisor in connection with its evaluation of the Potential Governance Alternatives. As part of that outreach, Centerview Partners LLC (“Centerview”) provided a relationships disclosure memorandum on January 16, 2026, which confirmed that, since January 1, 2024, Centerview had not been engaged on a fee-paying basis to perform financial advisory work for Cloudflare, the Co-Founders or their affiliated entities and had not received any fees from such parties.

On January 22, 2026, at the direction of the Special Committee, the Chair of the Special Committee interviewed three investment banks, including Centerview, to serve as the Special Committee’s independent financial advisor, with the representatives of Potter Anderson and Wilson Sonsini attending these interviews. Each of the investment banks interviewed provided an overview of their qualifications, experience, and expertise with respect to special committee assignments and corporate governance/capital structure restructuring transactions. The Chair of the Special Committee subsequently met with representatives of Potter Anderson and Wilson Sonsini on January 23, 2026 to discuss the three financial advisor interviews and determined to recommend that the Special Committee engage Centerview as the Special Committee’s independent financial advisor.

On January 28, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson and Wilson Sonsini in attendance. The Chair of the Special Committee delivered his recommendation that the Special Committee engage Centerview as the Special Committee’s independent financial advisor. The Chair of the Special Committee also confirmed that Centerview had provided the Special Committee with a

35

relationships disclosure memorandum that stated that, since January 1, 2024, Centerview had not been engaged on a fee-paying basis to perform financial advisory work for Cloudflare, the Co-Founders or their affiliated entities and had not received any fees from such parties. After discussion, the Special Committee determined to engage Centerview based upon, among other things, Centerview’s qualifications, experience, and expertise, including with respect to, among other things, advising special committees of boards of directors and advising on corporate governance/capital structure restructuring transactions. An engagement letter for Centerview to serve as the independent financial advisor to the Special Committee was executed on March 13, 2026.

Also, on January 28, 2026, the Board of Directors held a regularly scheduled meeting, with representatives of our management and Wilson Sonsini in attendance. At the meeting, the Board of Directors approved the compensation for the members of the Special Committee, which consisted of (i) each Special Committee member receiving a monthly fee of $7,500, capped at a maximum of $22,500; (ii) the Chair of the Special Committee receiving a monthly fee of $10,000, capped at a maximum of $30,000; and (iii) each Special Committee member, including the Chair, receiving a per meeting fee of $1,500, capped at a maximum of $15,000. The monthly fees for the Special Committee’s service began effective January 1, 2026.

On February 14, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee reviewed its objectives with respect to its evaluation of the Potential Governance Alternatives, including a condition that the Co-Founders remain engaged with us in a meaningful way for the foreseeable future and incentivizing them to drive our performance during this time period. Representatives of Centerview provided an overview of a potential framework for identifying and evaluating the Potential Governance Alternatives. Representatives of Centerview also discussed key questions for structuring a Potential Governance Alternative and a preliminary, non-exhaustive list of Potential Governance Alternatives. Representatives of Centerview reviewed our current capital and governance structure with the Special Committee, including its current dual-class stock structure.

On March 5, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee and a representative of Potter Anderson discussed how future issuances of Class A common stock in connection with employee and management equity awards or other corporate purposes (such as potential acquisitions) and future periodic conversions of shares of Class B common stock held by the Co-Founders and the ultimate sale of the shares of Class A common stock issuable upon such conversion, in each case, would impact the Co-Founders’ collective voting power. Representatives of Centerview reviewed with the Special Committee certain aggregate voting power analyses. At the time of the presentation, the Co-Founders held approximately 51% of our outstanding voting power and approximately 70% of the shares of Class B common stock that they held at the time of our initial public offering (the “IPO”). Representatives of Centerview also reviewed with the Special Committee a list of Potential Governance Alternatives, which included, among other things, an exchange of Class B common stock held by the Co-Founders for a new series of preferred stock with nine votes per share and no economic interest and one share of Class A common stock and the creation and issuance of a new class of nonvoting common stock. The representatives of Centerview provided Centerview’s observations on these Potential Governance Alternatives and the benefits and considerations of such alternatives. The Special Committee and a representative of Potter Anderson also discussed potential control at various levels of ownership under Delaware law, including those below 50%, and related governance and other considerations.

On March 9, 2026, certain members of the Special Committee and representatives of each of Potter Anderson and Centerview met with the Co-Founders to provide the Co-Founders with an opportunity to express their perspectives on any negotiated transaction, including their views as to an appropriate level of voting power that would allow them to continue to guide us and our long-term strategy.

On March 16, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee discussed the March 9 meeting with the Co-Founders and how it informed their evaluation of Potential Governance Alternatives.

36

Representatives of Centerview continued to review with the Special Committee Potential Governance Alternatives, including case studies of situations where public companies had implemented a new class of nonvoting stock. The Special Committee and a representative of Potter Anderson also identified general categories of concessions to seek from the Co-Founders in connection with any Potential Governance Alternative, which included service conditions, capital-at-risk requirements, and corporate governance enhancements. The Special Committee recognized that it had an opportunity to incentivize the Co-Founders to remain actively engaged with us for the long term in their leadership and Board of Directors roles and, if they left those roles, to have the ability to down-convert their Class B common stock to Class A common stock. The representatives of Centerview discussed how the Potential Governance Alternatives that Centerview had identified would address the Special Committee’s objectives and provided Centerview’s views on which Potential Governance Alternatives may merit further evaluation by the Special Committee in light of the Special Committee’s objectives. After discussion of Potential Governance Alternatives to potentially pursue, the Special Committee determined to move forward with a proposal that would permit the Co-Founders to exchange each of their outstanding shares of Class B common stock for one share of a new series of non-economic preferred stock with nine votes per share and one share of Class A common stock (the “Voluntary Co-Founder Class B Exchange”) and the proposal to create and issue a new class of nonvoting common stock (the “Nonvoting Common Stock Proposal”).

On March 29, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. Representatives of Wilson Sonsini reviewed the potential applicability of the voting rights policy and shareholder approval policy of the NYSE to the Voluntary Co-Founder Class B Exchange and Nonvoting Common Stock Proposal and recommended that the Special Committee and its advisors consult with NYSE in connection with its consideration of these proposals. The representatives of Centerview then reviewed with the Special Committee a range of concessions potentially to seek from the Co-Founders, and after discussion, the Special Committee determined to seek the following concessions: (i) a service condition by the Co-Founders to maintain their current executive management role and service as Executive Chair or Co-Executive Chair of the Board of Directors; if one of them departed from a management position but maintained his or her seat on the Board of Directors, the independent directors on the Board of Directors would have the authority to determine whether all shares of the new series of preferred stock would be redeemed, which decision could be revisited every three years, and if both Co-Founders departed from their Board of Directors and management positions, the entire series of preferred stock would be redeemed for a nominal amount (the “Initial Service Condition”); (ii) a commitment by the Co-Founders to retain at least 50% of their current economic interest at the time of the preferred stock issuance (the “Initial Capital-At-Risk Requirement”); (iii) a requirement that a majority of the Board of Directors be comprised of independent directors, as determined by NYSE listing rules; and (iv) any issuance of over $100 million of Class C common stock to fund an acquisition would require approval by a majority of the independent directors of the Board of Directors (the “Class C Issuance Requirement”).

On April 2, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee and representatives of each of Potter Anderson and Centerview reviewed the proposed terms for the Special Committee’s proposal to the Co-Founders, including certain additional or revised corporate governance enhancements such as (i) a majority of the Board of Directors would be required to be comprised of independent directors, as determined by NYSE listing rules, and also “disinterested directors” under Section 144 of the DGCL with respect to each of the Co-Founders (the “Director Independence Requirements”); (ii) we would commit not to rely on controlled-company governance accommodations, even if available (the “Controlled Company Exceptions”); and (iii) the preferred stock resulting from the Voluntary Co-Founder Class B Exchange would not be transferable, subject to any negotiated permitted transfers. The Special Committee also determined to revise the proposal such that the Co-Founders would now be required to exchange each of their outstanding shares of Class B common stock for one share of a new series of non-economic preferred stock with nine votes per share and one share of Class A common stock (as revised, the “Co-Founder Class B Exchange Proposal”), as compared to the Voluntary

37

Co-Founder Class B Exchange, which would have permitted the Co-Founders to decide whether or not (and to what extent) to exchange their shares of Class B common stock. Representatives of Centerview also presented

certain analysis of companies with dual-class stock structures and provided an overview of a range of academic research analyzing whether dual-class stock structures are correlated to value creation. The Special Committee expressed its view that our dual-class stock structure and the Co-Founders’ voting control had played a significant role in our performance since our IPO, and the Special Committee asked the representatives of Potter Anderson to contact an academic expert, who specialized in analyzing the performance of dual-class companies, to better understand the correlation between our dual-class stock structure and founder control on our value creation.

On April 5, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, Centerview, and Jeffrey A. Sonnenfeld, an academic expert on dual-class stock structures and the performance of companies with such structures. Professor Sonnenfeld presented on his research and analyses on the performance of companies with dual-class stock structures and the attributes of companies that have performed well with dual-class stock structures. He also conveyed that the Co-Founders were the type of founders that dual-class stock structures were designed to enable and that he believed that the dual-class stock structure was beneficial to us and would allow our management to make capital allocation decisions with an eye towards long-term priorities and to make profitable investments in our future performance. He also reviewed different circumstances where dual-class stock structures did not work well, such as when founder owners age into infirmity but refuse to relinquish control or when ill-prepared descendants of founders take over companies without any experience or background. He further observed that none of the most common pitfalls for dual-class stock structures were present in our case. After Professor Sonnenfeld’s departure from the meeting, the Special Committee members discussed their perspectives on our dual-class structure and the alignment between Professor Sonnenfeld’s observations, research, and analysis with the characteristics of our company and determined to move forward with presenting a proposal to the Co-Founders.

On April 9, 2026, representatives of the Special Committee and Centerview met with Mr. Prince to discuss the Special Committee’s proposal, which included the Co-Founder Class B Exchange Proposal, the Nonvoting Common Stock Proposal, the Initial Service Condition, the Initial Capital-At-Risk Requirement, and the corporate governance concessions discussed at the Special Committee’s March 29 and April 2 meetings (collectively, the “Special Committee Proposal”). During this meeting, Mr. Prince provided preliminary feedback and asked certain clarifying questions regarding the Special Committee Proposal.

On April 10, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee and representatives of Centerview discussed the preliminary feedback and Mr. Prince’s questions. The Special Committee also authorized the Chair of the Special Committee to re-engage with Mr. Prince and directed the representatives of Potter Anderson and Wilson Sonsini to meet with the Co-Founders’ legal counsel to discuss such matters.

On April 10 and April 17, 2026, the Chair of the Special Committee and Mr. Prince had discussions regarding a potential outreach to NYSE regarding the Co-Founder Class B Exchange Proposal and the Nonvoting Common Stock Proposal and a potential framework and timeline for pursuing one or both proposals depending on NYSE’s response to the Co-Founder Class B Exchange Proposal, the Nonvoting Common Stock Proposal, and an agreement being reached between the Special Committee and the Co-Founders.

On April 21, 2026, representatives of Potter Anderson and Wilson Sonsini met with a representative of the Co-Founders’ legal counsel, McDermott Will & Schulte LLP (“McDermott”), to discuss the Special Committee Proposal and a potential timeline for presenting those proposals that required a stockholder vote to our stockholders.

On April 22, 2026, the Board of Directors held a regularly scheduled meeting with representatives of our management and Wilson Sonsini in attendance. At the meeting, Dr. Lakhani provided a status update on the Special Committee process.

38

Between April 22 and May 20, 2026, representatives of Wilson Sonsini, Potter Anderson and, following its engagement by the Co-Founders as additional counsel, Cooley LLP (“Cooley”), engaged with NYSE regarding the Co-Founder Class B Exchange Proposal and the Nonvoting Common Stock Proposal, including the potential application of the NYSE voting rights policy and stockholder approval policy to the Co-Founder Class B Exchange Proposal and the Nonvoting Common Stock Proposal and the concessions to be sought from the Co-Founders in connection with implementing these proposals.

Further, on April 22, 2026, representatives of Potter Anderson and Wilson Sonsini met with a representative of McDermott to discuss the Special Committee Proposal, and a representative of McDermott provided initial feedback from the Co-Founders regarding the Special Committee’s proposed terms, including that the Co-Founders expected to propose revisions to the Initial Service Condition.

On April 25, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The representatives of Wilson Sonsini reviewed a structure for issuing the shares of nonvoting common stock, which would involve a stock split reconstituting each outstanding share of Class A common stock into one share of Class A common stock and one share of Class C common stock and align with our existing debt arrangements. The representatives of Wilson Sonsini also briefed the Special Committee on the discussions with the NYSE regarding the Co-Founder Class B Exchange Proposal and the Nonvoting Common Stock Proposal and a representative of McDermott regarding the Special Committee Proposal.

On April 27, 2026, a representative of McDermott sent the Co-Founders’ counterproposal to representatives of Potter Anderson and Wilson Sonsini. The Co-Founders’ counterproposal requested changes to the Special Committee’s service condition proposal, its capital-at-risk proposal, and certain of its corporate governance terms. For the service condition requirements, the Co-Founders requested that:

(a) if one Co-Founder departed his or her management role and the Board of Directors, either voluntarily or involuntarily (disability, death or otherwise), while the other Co-Founder continued to serve in a management role and/or on the Board of Directors, the remaining Co-Founder could vote the departed Co-Founder’s shares,

(b) if both Co-Founders voluntarily departed from management and ceased to serve as directors on the Board of Directors, then the independent directors on the Board of Directors had the authority to determine whether the entire series of preferred stock should be redeemed for a nominal amount and retired and, if the independent directors on the Board of Directors permitted the series of preferred stock to remain outstanding, then such decision could be revisited every three years, and

(c) if both Co-Founders involuntarily ceased to serve due to permanent disability or death, the preferred stock would be redeemed for a nominal amount and retired (collectively, the “Initial Founder Service Condition Proposal”).

For the capital-at-risk requirements, the Co-Founders requested that (a) if the Co-Founders’ economic interest was less than 10% of their combined economic interest at the time of the preferred stock issuance, then all preferred stock would be redeemed for a nominal amount and retired (the “Initial Founder Economic Percentage Requirement”), and (b) if the Co-Founders sell or transfer to an unrelated entity more than 50% of their preferred shares held in the aggregate immediately following the preferred stock issuance, then the independent directors on the Board of Directors had the authority to determine whether the entire series of preferred stock should be redeemed for a nominal amount and retired and if the independent directors on the Board of Directors permitted the series of preferred stock to remain outstanding, then that decision could be revisited every three years (the “Unrelated Transfer Exception”) (collectively, the “Initial Founder Capital-At-Risk Requirement”). Finally, the Co-Founders’ counterproposal accepted the Director Independence Requirements and the Class C Issuance Requirement but rejected the Controlled Company Exceptions and revised the exceptions to the transfer restrictions for the preferred stock to exclude existing Permitted Transfers (as defined under our current certificate of incorporation) (collectively, with the Initial Founder Service Condition Proposal and the Initial Founder Capital-At-Risk Requirement, the “April 27 Founder Counterproposal”).

39

On April 28, 2026, representatives of each of Potter Anderson, Wilson Sonsini, and McDermott met to discuss the April 27 Founder Counterproposal and to permit the representatives of Potter Anderson and Wilson Sonsini to ask clarifying questions regarding such counterproposal.

On April 29, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee and representatives of Potter Anderson and Centerview discussed the April 27 Founder Counterproposal and potential responses thereto, including (i) rejecting the Initial Founder Capital-At-Risk Requirement and reaffirming its prior Initial Capital-At-Risk Requirement, (ii) reinstating the Controlled Company Exceptions, and (iii) adding a new term that would require that the Co-Founders reach an agreement with the Special Committee on a mechanism to neutralize the 0.5% increase in their voting power by virtue of the Co-Founder Class B Exchange Proposal and the end of our existing dual-class stock structure (the “Neutralizing Requirement”). They also discussed a revised approach with respect to the service condition requirements where (i) the preferred stock would remain outstanding so long as the Co-Founders remained in their current managerial roles and (ii) if one Co-Founder left his or her managerial role and the other Co-Founder continued to serve in his or her current managerial role, then the preferred stock would remain outstanding, and the remaining person would have the ability to vote the departed person’s preferred stock. Under this revised service condition proposal, however, a majority of the independent directors on the Board of Directors would have the authority to determine, at any point within the one year anniversary date of the departed person ceasing to serve in his or her managerial role, whether it is in the best interests of our company and our stockholders unaffiliated with the Co-Founders for the preferred stock to remain outstanding, and that decision could be revisited on an annual basis. The Special Committee noted that its revised service condition proposal was intended to motivate the Co-Founders to remain actively engaged in their management positions but to also provide the independent directors on the Board of Directors with the ability to consider the redemption or forfeiture of the preferred stock in the event that the service conditions were not met.

On April 30, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. A representative of Wilson Sonsini briefed the Special Committee on a recent meeting with NYSE, including NYSE’s indication that the Co-Founder Class B Exchange Proposal would not require a vote of our stockholders under NYSE’s stockholder approval policy if such proposal was consistent with NYSE’s voting rights policy. The Special Committee and the representatives of Potter Anderson and Centerview then discussed the terms for a response to the April 27 Founder Counterproposal based on the discussion at the Special Committee meeting held the prior day, including all of the terms where the Special Committee and the Co-Founders had already reached an agreement and the inclusion of the Class C Split as the mechanism to implement the Nonvoting Common Stock Proposal. For a revised service condition requirement, the Special Committee proposed that the preferred stock:

(i) would remain outstanding if the Co-Founders served in their current executive management roles or another C-suite position approved by the independent directors on the Board of Directors (collectively, an “Approved Management Role”) and continued to serve as Co-Chairs of the Board of Directors,

(ii) could remain outstanding if either of the Co-Founders left his or her Approved Management Role and the other remained in an Approved Management Role, with the remaining person also permitted to vote the departed person’s shares, but that the independent directors on the Board of Directors, within a year of such departure, could determine that it was in the best interests of our company and our stockholders unaffiliated with the Co-Founders to redeem and retire the preferred stock, and to cause such redemption, with such decision to be revisited on a yearly basis, and

(iii) would be redeemed and retired if both of the Co-Founders no longer served in an Approved Management Role.

For the capital-at-risk requirement, the Special Committee determined to reaffirm the Initial Capital-At-Risk Requirement and reject the Unrelated Transfer Exception. For the corporate governance enhancements, the

40

Special Committee proposed to (i) reinsert the Controlled Company Exception as a corporate governance enhancement, (ii) reinsert the Neutralizing Requirement and (iii) add an equal treatment provision where the Class C common stock and the Class A common stock would be treated equally in connection with mergers, consolidations, or reorganizations (the “Class A/C Equal Treatment Provision”) (collectively, the foregoing terms in this paragraph being, the “Special Committee Response”). The Special Committee also authorized a member of the Special Committee to deliver this response to Mr. Prince and for the representatives of Potter Anderson to deliver a written response following such meeting.

On April 30, 2026, a member of the Special Committee met with Mr. Prince to preview the Special Committee Response and the Special Committee’s rationale for certain components therein.

On May 2, 2026, a member of the Special Committee met with Mr. Prince to further preview the Special Committee Response and the Special Committee’s rationale for certain components therein. After this, the representatives of Potter Anderson delivered the Special Committee Response to McDermott and the Co-Founders.

Also, on May 2, 2026, a representative of McDermott sent a revised counterproposal from the Co-Founders to representatives of Potter Anderson and Wilson Sonsini. This counterproposal sought to revise the Special Committee’s approach on the service condition requirements in the Special Committee Response as follows:

(i) if both Co-Founders maintain their current executive management roles or serve in an Approved Management Role or serve as directors on the Board of Directors, then the preferred stock remains outstanding,

(ii) if one Co-Founder ceases to serve in an Approved Management Role and ceases to serve as a director, either voluntarily or involuntarily (disability, death or otherwise), and the other Co-Founder continues to serve in an Approved Management Role or as a director, the preferred stock will remain outstanding and the remaining Co-Founder has the right to vote the departed Co-Founder’s preferred shares,

(iii) if both Co-Founders voluntarily cease to serve in an Approved Management Role and cease to serve as directors, the preferred stock will remain outstanding, provided, however, that a majority of the independent directors on the Board of Directors would have the ability to determine, at any point within the one-year anniversary date of such event, that it is in the best interests of our company and our stockholders unaffiliated with the Co-Founders that the preferred stock be automatically forfeited or redeemed for no consideration and retired, and to cause such forfeiture or redemption, and the independent directors on the Board of Directors could reconsider that decision every three years, and

(iv) if the preferred stock is outstanding and both Co-Founders die or become permanently disabled, then the preferred stock would be automatically forfeited or redeemed for no consideration and retired.

This counterproposal also revised the Special Committee’s proposed approach on the capital-at-risk requirement in the Special Committee Response by reinserting the Initial Founder Economic Percentage Requirement. Finally, this counterproposal also rejected the Controlled Company Exceptions and indicated that the Co-Founders wanted to discuss the Neutralizing Requirement (collectively, the foregoing terms in this paragraph being, the “Co-Founders’ May 2 Counterproposal”).

On May 3, 2026, representatives of the Special Committee met with the Co-Founders to discuss the Special Committee Response and the Co-Founders’ May 2 Counterproposal.

Also, on May 3, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, Centerview, and Stacey Cunningham and Carl Ledbetter, each an independent director on the Board of Directors, in attendance. The Special Committee invited Mr. Ledbetter and Ms. Cunningham to attend this meeting to update them on the Special Committee’s progress and the open issues in the negotiations and to receive their feedback on the path forward. The Special Committee and representatives

41

of Potter Anderson and Centerview reviewed the Co-Founders’ May 2 Counterproposal and developed a proposed Special Committee response that included a revised service condition requirement whereby:

(a) during the first five years following the implementation of the Co-Founder Class B Exchange Proposal, the preferred stock would remain outstanding if:

(1) Mr. Prince is the CEO and Ms. Zatlyn is our President or a member of the Board of Directors,

(2) in the event that Mr. Prince leaves the position of CEO and remains on the Board of Directors, if Ms. Zatlyn remains President, becomes CEO, or holds another C-suite position approved by the Board of Directors (collectively, a “Qualifying Officer”), or

(3) in the event that one Co-Founder dies or is disabled, if the other Co-Founder remains as CEO, in the case of Mr. Prince, or a Qualifying Officer, in the case of Ms. Zatlyn;

(b) during the first five years following the implementation of the Co-Founder Class B Exchange Proposal, the independent directors on the Board of Directors may elect to cause the automatic forfeiture of, or the redemption for no consideration and retirement of, the preferred stock after 18 months, if:

(1) Mr. Prince no longer serves as CEO or a member of the Board of Directors,

(2) Ms. Zatlyn no longer serves as a Qualifying Officer or a member of the Board of Directors, or

(3) Mr. Prince was no longer CEO and Ms. Zatlyn was no longer a Qualifying Officer;

(c) during the first five years following the implementation of the Co-Founder Class B Exchange Proposal, if both Co-Founders die or are disabled, then the preferred stock would be automatically forfeited or redeemed for no consideration and retired after 18 months, unless the independent directors on the Board of Directors elect to have the preferred stock be automatically forfeited or redeemed for no consideration and retired at an earlier time;

(d) during years 6-15 following the implementation of the Co-Founder Class B Exchange Proposal, the preferred stock would remain outstanding if:

(1) any of the conditions from the first 5 years are still met, or

(2) any of the conditions from the first 5 years are not met but both Co-Founders remain on the Board of Directors;

(e) during years 6-15 following the implementation of the Co-Founder Class B Exchange Proposal, if Mr. Prince is no longer CEO and Ms. Zatlyn is no longer a Qualifying Officer and only one or neither of them serves on the Board of Directors, then the preferred stock would be automatically forfeited or redeemed for no consideration and retired after 18 months, unless the independent directors on the Board of Directors elect to have the preferred stock be automatically forfeited or redeemed for no consideration and retired at an earlier time; and

(f) after 15 years following the implementation of the Co-Founder Class B Exchange Proposal, the independent directors on the Board of Directors could elect to cause the preferred stock to be automatically forfeited or redeemed for no consideration and retired at any time (the “15 Year Sunset Provision”).

The Special Committee and representatives of Potter Anderson and Centerview also discussed a potential response to the Co-Founders’ May 2 Counterproposal regarding the capital-at-risk concession, including a requirement that the Co-Founders must maintain 35% of their current position (as adjusted for the Class C Split and to include both Class A common stock and nonvoting shares). The Special Committee then authorized the representatives of Potter Anderson to distribute these terms to a representative of McDermott (collectively, the “Second Special Committee Response”).

Later, on May 3, 2026, a member of the Special Committee met with Ms. Zatlyn to preview the Second Special Committee Response and the rationale for the terms therein.

42

Further, on May 3, 2026, a representative of Potter Anderson distributed the Second Special Committee Response to representatives of McDermott and the Co-Founders.

Following receipt of the Second Special Committee Response, also on May 3, 2026, a representative of McDermott delivered the Co-Founders’ counterproposal, pursuant to which the Co-Founders accepted the revised service condition requirement construct but revised certain of the terms, specifically to provide that, for the first five years after the implementation of the Co-Founder Class B Exchange Proposal, (i) if Mr. Prince voluntarily ceased serving as CEO and on the Board of Directors, or Ms. Zatlyn voluntarily ceased serving as a Qualifying Officer and on the Board of Directors, then, after 18 months, the independent directors on the Board of Directors could elect to cause the preferred stock to be automatically forfeited or redeemed for no consideration and retired, and (ii) if either of the Co-Founders ceased to serve in these roles and on the Board of Directors due to death or disability, then the preferred stock would remain outstanding so long as either Mr. Prince remained as CEO or Ms. Zatlyn continued to serve as a Qualifying Officer, as applicable. The Co-Founders requested that the 18-month period for independent director review that existed during the first five-year period for the implementation of the Co-Founder Class B Exchange Proposal serve as a cure period, during which the Co-Founders may cure any conditions that would otherwise result in the preferred stock being automatically forfeited or redeemed for no consideration and retired. The Co-Founders also proposed that, after the first five years following the implementation of the Co-Founder Class B Exchange Proposal, (i) if any of the conditions during years one through five were not met but either Co-Founder remained on the Board of Directors, then the preferred stock would remain outstanding and (ii) if Mr. Prince was no longer CEO, and Ms. Zatlyn was no longer a Qualifying Officer, and neither of them remained on the Board of Directors, then after 18 months, the independent directors on the Board of Directors could elect to have the preferred stock be automatically forfeited or be redeemed for no consideration and retired. This counterproposal also rejected the 15 Year Sunset Provision and included a revised capital-at-risk requirement proposal, whereby, collectively, the Co-Founders must maintain 35% of the shares of Class A common stock based on the number of shares of Class A common stock held by them on August 1, 2026 or the date of the conversion of the shares of Class B common stock, whichever is later, for the preferred stock to remain outstanding (the “Co-Founder 35% Class A Capital-At-Risk Proposal”). Finally, this response also included the corporate governance terms the Co-Founders had agreed to: (1) the Director Independence Requirements, (2) the Class C Issuance Requirement, (3) that the preferred stock would not be transferable, subject to existing Permitted Transfers and other customary exceptions, and (4) the Class A/C Equal Treatment Provision (collectively, the “Co-Founders’ May 3 Counterproposal”).

On May 4, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee and representatives of Potter Anderson and Centerview discussed the Co-Founders’ May 3 Counterproposal. The Special Committee discussed whether the Co-Founder 35% Class A Capital-At-Risk Proposal would be acceptable to NYSE. The Special Committee also discussed the importance of finding an alignment between the terms of the service condition proposal and the Special Committee’s desire to incentivize both Co-Founders to remain with us in a management and/or director capacity for the long-term. They also discussed two alternative responses, which included (A) (1) accepting the Co-Founder 35% Class A Capital-At-Risk Proposal, (2) requiring both Co-Founders to remain at least on the Board of Directors after year 5 to keep the preferred stock outstanding without independent director review, and (3) reinserting the 15 Year Sunset Provision; or (B) (1) requiring that the capital-at-risk requirement be set at 35% of the shares of Class A common stock and shares of Class C common stock based on the number of shares of Class A common stock and Class C common stock held by them on August 1, 2026 or the date of the conversion of the shares of Class B common stock, whichever is later, for the preferred stock to remain outstanding, (2) requiring both Co-Founders to remain on the Board of Directors after year five to keep the preferred stock outstanding without independent director review, and (3) omitting the 15 Year Sunset Provision. The Special Committee authorized a member of the Special Committee to contact Ms. Zatlyn to discuss the Special Committee’s goals.

43

Also, on May 4, 2026, a member of the Special Committee met with Ms. Zatlyn to discuss the matters referenced above.

On May 5, 2026, a representative of Potter Anderson and a representative of Cooley met to discuss the current status of the negotiations.

On May 7, 2026, representatives of McDermott, Cooley, Wilson Sonsini, and Potter Anderson met to discuss certain background matters regarding the Co-Founder Class B Exchange Proposal, the Nonvoting Common Stock Proposal, and the Class C Split.

On May 10, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. The Special Committee and the representatives of Potter Anderson, Wilson Sonsini, and Centerview discussed the current status of the negotiations, including that the Special Committee had not yet formally responded in writing to the Co-Founders’ May 3 Counterproposal. The Special Committee and representatives of Potter Anderson discussed the two alternative approaches outlined at the Special Committee’s May 4 meeting and other potential responses to the Co-Founders’ May 3 Counterproposal. The Special Committee noted that, from the beginning, one of the central goals of the Special Committee’s process was to maintain our existing management team and incentivize the Co-Founders to remain with us and drive performance. After further discussion of this central goal with representatives of Potter Anderson and Centerview, the Special Committee determined to limit the capital-at-risk requirement to shares of Class A common stock, but to increase the required percentage of shares that the Co-Founders would need to beneficially own to 40% of the shares of Class A common stock held by them on the later of August 1, 2026 or the date of the Preferred Exchange (the “Special Committee 40% Class A Capital-At-Risk Requirement”). The Special Committee then noted that, for year six and beyond, the service requirements should be revised such that both Co-Founders would need to remain members of the Board of Directors for the preferred stock to remain outstanding and not be subject to independent director review (with the Special Committee 40% Class A Capital-At-Risk Requirement, the “Third Special Committee Response”). The Special Committee noted that it was aligned with the Co-Founders on the other terms for the proposal and authorized the representatives of Potter Anderson to distribute the Third Special Committee Response to the Co-Founders’ legal counsel.

Also, on May 10, 2026, a representative of Potter Anderson distributed the Third Special Committee Response to the Co-Founders’ legal counsel.

On May 12, 2026, representatives of Cooley, McDermott, and Morris Nichols Arsht & Tunnell LLP, the Co-Founders’ Delaware legal counsel, met with representatives of Wilson Sonsini and Potter Anderson. During the meeting, the Co-Founders’ legal counsel relayed that the Co-Founders had accepted the terms of the Third Special Committee Response. The legal advisors also discussed certain legal matters relating to these proposals and concessions.

On May 20, 2026, NYSE communicated to representatives of Wilson Sonsini and Potter Anderson that it did not consider the Special Committee’s proposed transaction structure to be in violation of the NYSE voting rights rule.

From May 21, 2026 through May 28, 2026, the representatives of Wilson Sonsini, Potter Anderson, Cooley and McDermott exchanged drafts of the transaction documentation.

On May 28, 2026, the Special Committee held a meeting by videoconference with representatives of Potter Anderson, Wilson Sonsini, and Centerview in attendance. A representative of Potter Anderson provided an overview of the Special Committee’s fiduciary duties, the process undertaken by the Special Committee and certain conforming changes that were made, or would be made, to the Certificate of Designations in response to comments received from Cooley. A representative of Wilson Sonsini provided an overview of the terms for the transaction documentation. Following such review, the Special Committee then unanimously adopted resolutions determining that the New Certificate, Certificate of Designations, Exchange Agreement, updated corporate governance guidelines, Amended and Restated 2019 Plan, and Amended and Restated ESPP (collectively, the

44

“Transaction Documents”) and the transactions contemplated by the Transaction Documents were advisable, fair to, and in the best interests of our company and the holders of our capital stock unaffiliated with the Co-Founders and their affiliated ownership entities (the “Unaffiliated Stockholders”) and recommending that the Board of Directors approve and adopt the Transaction Documents and the transactions contemplated by the Transaction Documents.

On May 29, 2026, the audit committee, compensation committee, nominating and corporate governance committee and the Board of Directors held meetings by videoconference, with representatives of Wilson Sonsini and Potter Anderson in attendance, in which the members present unanimously adopted resolutions approving the Transaction Documents and the transactions contemplated by the Transaction Documents.

Reasons for the Capitalization Changes

Reasons of the Special Committee and Board of Directors

The Special Committee reviewed certain pertinent factors in reaching its determination that the Transaction Documents and the transactions contemplated by the Transaction Documents are advisable, fair to, and in the best interests of our company and the Unaffiliated Stockholders and in making the following unanimous recommendations:

The Board of Directors reviewed certain pertinent factors, including the reports and recommendations of the relevant committees of the Board of Directors, in reaching its determination to unanimously:

The discussion of the information and factors that the Special Committee and the Board of Directors considered below in making their respective determinations, recommendations, and resolutions is not intended to be

45

exhaustive but includes the material factors considered. In view of the wide variety of factors considered and the complexity of these matters, neither the Special Committee nor the Board of Directors found it useful to, and did not attempt to, quantify, rank, or otherwise assign relative weight to these factors. In addition, the individual members of the Special Committee and the Board of Directors may have assigned different weight to different factors.

In reaching its determinations and recommendations with respect to the Transaction Documents, the Special Committee, in consultation with its independent legal, financial, and other advisors, and the Board of Directors considered the following positive factors:

46

47

48

The Special Committee, in consultation with its independent legal, financial, and other advisors, and the Board of Directors also considered the following potential adverse consequences and negative factors, but concluded that the positive factors outweighed these negative factors:

49

50

Description of Capital Stock

The following description of our capital stock is a summary of the rights of our common stock and preferred stock and certain provisions of the New Certificate, the Certificate of Designations, our amended and restated bylaws and Delaware law assuming the effectiveness of the Capitalization Changes. This summary does not purport to be complete and is qualified in its entirety by the provisions of our New Certificate (in the form attached as Appendix A-1 to this proxy statement), Certificate of Designations (in the form attached as Appendix A-3 to this proxy statement), and amended and restated bylaws (in the form attached as Appendix A-5 to this proxy statement), as well as to the applicable provisions of the DGCL. We encourage you to read the New Certificate, Certificate of Designations, amended and restated bylaws, and the applicable provisions of the DGCL carefully.

General

Following the Capitalization Changes, our authorized capital stock would consist of 7,515,000,000 shares, $0.001 par value per share, of which:

Common Stock

Following the Capitalization Changes, we would have three classes of authorized common stock, Class A common stock, Class B common stock and Class C common stock. The rights of the holders of Class A common stock, Class B common stock and Class C common stock would be identical, except with respect to voting and conversion. Some of the terms of these classes of common stock are discussed in greater detail below.

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock would be entitled to receive dividends out of funds legally available if our Board of Directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board of Directors may determine. In the event that a dividend were declared on each class of common stock with the same record date and payment date, the holders of common stock would be entitled to receive, on a per share basis, the same form and amount of dividends unless:

51

Voting Rights

Holders of our Class A common stock would be entitled to one vote for each share held on all matters submitted to a vote of stockholders, holders of our Class B common stock would be entitled to 10 votes for each share held, and holders of our Class C common stock would not be entitled to vote except as otherwise required by law. The holders of our Class A common stock and Class B common stock would vote together as a single class, unless otherwise required by law.

Delaware law could require separate class votes of our Class A common stock, Class B common stock and/or Class C common stock if an amendment to the New Certificate increases or decreases the par value of the shares of such class or alters or changes the powers, preferences, or special rights of the shares of such class so as to affect them adversely.

As with our current certificate of incorporation, the New Certificate will not provide stockholders the ability to cumulate votes for the election of directors. The New Certificate and our amended and restated bylaws will also continue to provide for a classified Board of Directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at each annual meeting of stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms.

Right to Receive Liquidation Distributions

If we liquidate, dissolve, or wind-up, unless different treatment of the shares of each class of common stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock, Class B common stock, and Class C common stock, each voting as a separate class, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion Rights

Class A Common Stock

Shares of our Class A common stock would not be convertible into any other shares of our capital stock.

Class B Common Stock

Each share of our Class B common stock would be convertible at any time at the option of the holder thereof into one share of Class A common stock. In addition, shares of Class B common stock would automatically convert into shares of Class A common stock upon sale or transfer of such shares and upon the cessation of employment by holders of our Class B common stock (other than Mr. Prince and Ms. Zatlyn, who are referred to in the New Certificate as “Excluded Parties”), but excluding certain transfers permitted by the New Certificate.

Notwithstanding the foregoing, all outstanding shares of Class B common stock would convert into shares of Class A common stock upon the earliest to occur of: (i) such time as the Excluded Parties and their respective permitted transferees collectively held less than 25% of the number of shares of Class B common stock held by them as of the date of the closing of our IPO; (ii) following the death or disability of both Excluded Parties; or (iii) the date specified by the holders of a majority of the then-outstanding shares of Class B common stock, which majority must include each of the Excluded Parties to the extent that he or she is then living and nondisabled and holds, together with his or her respective permitted transferees, at least 25% of the number of shares of Class B common stock held by them as of the date of the closing of our IPO. As a result of the Class B Conversion, upon the Preferred Exchange, all remaining shares of Class B common stock will convert into shares of Class A common stock.

52

Class C Common Stock

On the date or time (including a time determined by the happening of a future event) specified by the holders of a majority of the voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors, voting as a separate class, each outstanding share of Class C common stock would convert into one share of Class A common stock.

Other Matters

All issued and outstanding shares of our common stock would be fully paid and nonassessable. Our common stock would not be entitled to preemptive rights and would not be subject to redemption or sinking fund provisions.

Preferred Stock

Following the Capitalization Changes, our Board of Directors would continue to be authorized, subject to limitations prescribed by the DGCL, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our stockholders. Our Board of Directors could authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and could adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. Except for the Series FF preferred stock, we have no current plan to issue any shares of preferred stock.

Series FF Preferred Stock

Dividend Rights

The Series FF preferred stock would not be entitled to participate in dividends.

Voting Rights

Holders of our Series FF preferred stock would be entitled to nine votes for each share held on all matters submitted to a vote of stockholders (as equitably adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event). Generally speaking, the holders of Series FF preferred stock, Class A common stock and Class B common stock will vote together on all matters before our stockholders as a single class. Delaware law, however, could require holders of our Series FF preferred stock to vote separately as a single class (i) if we were to seek to amend our amended and restated certificate of incorporation to increase or decrease the par value of the Series FF preferred stock; or (ii) if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences, or special rights of the Series FF preferred stock so as to affect them adversely.

Right to Receive Liquidation Distributions

If we liquidate, dissolve, or wind-up, each holder of outstanding shares of Series FF preferred stock would be entitled to receive, out of our assets available for distribution to stockholders and prior and in preference to any distribution to the holders of common stock by reason of their ownership thereof, an amount in cash equal to $0.001 per share of Series FF preferred stock. The Series FF preferred stock would otherwise have no economic rights, and in the event of a Liquidation Event (as defined in the New Certificate) that is not a liquidation, dissolution, or winding up of the Company, the Series FF preferred stock would not be entitled to receive any consideration payable to the holders of common stock and the shares of Series FF preferred stock would be

53

automatically redeemed by us for no consideration, with no further action required by us or any holder of Series FF preferred stock, immediately prior to the consummation of such Liquidation Event.

Conversion Rights

The Series FF preferred stock would not be convertible into any other security of the Company.

Transfer Restrictions

The Series FF preferred stock would not be transferable, except for certain transfers permitted by the Certificate of Designations.

Redemption

Each share of Series FF preferred stock would be automatically redeemable by us for no consideration following the earliest to occur of:

“Excluded Party Shares” means the number of shares of Class A common stock beneficially owned collectively by Mr. Prince and Ms. Zatlyn and their Permitted Entities (as defined in the Certificate of Designations) on the applicable record date for any annual or special meeting of our stockholders or the taking of any action by written consent in lieu thereof (as equitably adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event).

“Base Class A Shares” means the number of shares of Class A common stock beneficially owned collectively by Mr. Prince and Ms. Zatlyn and their Permitted Entities on the later of (i) August 1, 2026 or (ii) the date of the Preferred Exchange (as equitably adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event).

Each share of Series FF preferred stock would also automatically be redeemable by us for no consideration if a Permitted Transfer no longer satisfies the requirements of the Certificate of Designations.

At any time, a “Separation Trigger Event” would occur eighteen (18) months after the death or disability of both Mr. Prince and Ms. Zatlyn, unless a majority of the Independent Directors elect an earlier time.

Moreover, prior to the fifth anniversary of the Preferred Exchange, a “Separation Trigger Event” would occur, no earlier than 18 months following the occurrence of any of the following circumstances, if a majority of the Independent Directors so elect:

54

During this five year period, the Co-Founders may cure any conditions, prior to the expiration of the 18-month waiting period, that would otherwise give rise to a Separation Trigger Event.

From and after the fifth anniversary of the Preferred Exchange, a Separation Trigger Event would also occur if (i) one of the foregoing circumstances has occurred, (ii) either of the Co-Founders voluntarily ceases to serve as a member of the Board of Directors and (iii) a majority of the Independent Directors so elect, no earlier than 18 months after the occurrence of such event.

Other Matters

All issued and outstanding shares of our Series FF preferred stock would be fully paid and nonassessable. Our Series FF preferred stock would not be entitled to preemptive rights and would not be subject to redemption or sinking fund provisions.

Anti-Takeover Provisions

Certain provisions of Delaware law, the New Certificate, the Certificate of Designations and our amended and restated bylaws, which are summarized below, may have the effect of delaying, deferring, or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors.

Delaware Law

We will continue to be governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which such stockholder became an interested stockholder, unless:

In general, Section 203 defines a “business combination” to include mergers, asset sales, and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with

55

affiliates and associates, (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder. These provisions may have the effect of delaying, deferring, or preventing changes in control of the Company.

New Certificate, Certificate of Designations and Amended and Restated Bylaws Provisions

The New Certificate, Certificate of Designations and our amended and restated bylaws would include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our Board of Directors or management team, including the following:

Multi-class stock. As described above, the Series FF preferred stock would have nine votes per share, the Class A common stock would have one vote per share and the Class C common stock would have no voting rights or power unless required by law. Although the Class B common stock would have ten votes per share, no shares of Class B common stock would remain outstanding following the Capitalization Changes. Only the Class A common stock and Class C common stock would be publicly traded. As a result of this multi-class structure, our Co-Founders would continue to have significant influence over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of the Company or its assets, and our Co-Founders would continue to have such influence even if they substantially reduce their holdings of our capital stock provided they continue to own a majority (or a significant minority) of our total outstanding voting power.

Board of Directors vacancies. The New Certificate and our amended and restated bylaws would continue to authorize only our Board of Directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our Board of Directors would continue to be permitted to be set only by a resolution adopted by a majority vote of our entire Board of Directors. These provisions would prevent a stockholder from increasing the size of our Board of Directors and then gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. This would make it more difficult to change the composition of our Board of Directors and would promote continuity of management.

Classified Board of Directors. The New Certificate and our amended and restated bylaws would continue to provide that our Board of Directors is classified into three classes of directors. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.

Stockholder action; special meeting of stockholders. The New Certificate would continue to provide that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders, except for the holders of Class B common stock and the rights of the holders of any series of preferred stock, which would be permitted to act separately by written consent with respect to matters involving only such classes. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our amended and restated bylaws would also continue to provide that special meetings of our stockholders could be called only by a majority of our entire Board of Directors, the Chair of our Board of Directors, or our Chief Executive Officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

Advance notice requirements for stockholder proposals and director nominations. Our amended and restated bylaws would continue to provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of

56

stockholders. Our amended and restated bylaws would also continue to specify certain requirements regarding the form and content of a stockholder’s notice. These provisions could preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures were not followed. These provisions could also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

No cumulative voting. The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. The New Certificate would continue to not provide for cumulative voting.

Directors removed only for cause. The New Certificate would continue to provide that stockholders may remove directors only for cause.

Amendment of charter and bylaws provisions. Any amendment of the above provisions in the New Certificate or our amended and restated bylaws by a stockholder would continue to require approval by holders of at least two-thirds of the voting power of our then outstanding capital stock. Our Board of Directors would also continue to have the power to adopt, alter, amend or repeal our amended and restated bylaws.

Issuance of undesignated preferred stock. The New Certificate would continue to provide that our Board of Directors has the authority, without further action by our stockholders, to issue up to 225,000,000 shares of preferred stock with rights and preferences, including voting rights, designated from time to time by our Board of Directors. Except for the Series FF preferred stock that would be issued in the Preferred Exchange, the remaining shares of preferred stock would be undesignated. The existence of authorized but unissued shares of preferred stock would enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means.

Exclusive forum. Our amended and restated bylaws would continue to provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholder, officers, or other employees; (iii) any action arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws; or (iv) any other action asserting a claim that is governed by the internal affairs doctrine, in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Unless we consented in writing to the selection of an alternative forum, the federal district courts of the United States of America would continue to be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of our securities. The exclusive forum provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any successor thereto. Any person or entity purchasing, holding or otherwise acquiring any interest in our securities would be deemed to have notice of and consented to this provision. These provisions could have the effect of discouraging lawsuits against us or our directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A., located at 250 Royall Street, Canton, Massachusetts 02021.

Listing

Our Class A common stock is currently listed on the New York Stock Exchange under the symbol “NET.” Following the Class C Split, we intend to apply to list the Class C common stock for trading on the New York Stock Exchange.

57

Certain Other Effects of the Capitalization Changes

Effect on Relative Voting Power and Equity Interest

If the Capitalization Changes occur, there will be no effect on the proportionate economic interest of any stockholder. However, if the Capitalization Changes occur, (i) the Co-Founders (and their affiliates) would experience a de minimis reduction in the number of votes they are able to cast but no change in their relative voting power as a proportion of the voting power of all outstanding shares of our capital stock, (ii) as a result of the automatic conversion of all remaining shares of Class B common stock into shares of Class A common stock, the holders of Class B common stock prior to the Capitalization Changes (other than the Co-Founders) would experience a reduction in the number of votes they are able to cast and their relative voting power as a proportion of the voting power of all outstanding shares of our capital stock, and (iii) holders of Class A common stock would experience no change in the number of votes they are able to cast but a de minimis increase in their relative voting power as a proportion of the voting power of all outstanding shares of our capital stock. Following the Capitalization Changes, stockholders who sell their shares of Class C common stock will not lose any voting power, but their relative equity interest in us will decrease as a result of such sale. Conversely, stockholders who purchase shares of Class C common stock after the Capitalization Changes will increase their relative equity interest in us but will not gain any additional voting power (or any voting power, if they do not otherwise own shares of Class A common stock or Series FF preferred stock).

Effect on Market Price

As of the close of business on     , 2026, the official closing price of a share of Class A common stock was $  as reported on the NYSE.

If the Class C Split occurs, we believe that the market price for the shares of Class A common stock will generally reflect the effect of a two-for-one stock split and, accordingly, the market price of the Class A common stock will decrease by approximately one-half. Assuming that the Class C Split occurs, we expect the market price of shares of Class C common stock to be approximately equal to the market price of shares of Class A common stock (as such price is adjusted as a result of the Class C Split).

The trading prices for shares of Class A common stock and Class C common stock may be affected by the relative voting rights between these two classes of stock. Because the Class A common stock carries voting rights, it is possible that it could trade at a premium compared to the Class C common stock. This is particularly true if investors were to place a premium on owning our shares that have voting rights, as opposed to shares without voting rights.

Furthermore, the trading price of shares of Class A common stock and Class C common stock would continue to depend on many factors, including our future performance, the relative trading liquidity of the Class A common stock and the Class C common stock, general market conditions, and conditions relating to companies in businesses and industries similar to us. Accordingly, we cannot predict the prices at which shares of Class A common stock and Class C common stock would trade following the Class C Split, just as we could not predict the price at which shares of Class A common stock would trade absent the Class C Split.

Following the Capitalization Changes, there will continue not to be, or there will not be, a trading market for the Class B common stock or Series FF preferred stock.

Effect on Trading Market and Potential Reduced Relative Liquidity of Shares of Class A Common Stock

To minimize dilution of voting power to existing stockholders, we are more likely to issue shares of Class C common stock than shares of Class A common stock in the future to further strategic initiatives (such as the acquisition of complementary businesses) and raise equity capital, finance acquisitions, or issue equity awards to our employees, directors, and other service providers. It is possible that, following the Class C Split, some portion of our stockholders will sell their shares of Class C common stock but retain their shares of Class A

58

common stock or Series FF preferred stock in order to monetize a portion of their investment in us while retaining their relative voting power. Any such issuance of additional shares of Class C common stock by us or dispositions of shares of Class C common stock by significant or other stockholders may serve to further increase market activity in the shares of Class C common stock relative to the shares of Class A common stock.

Effect on Percentage Interest

The percentage interest of each stockholder in our total equity will not be changed by the Capitalization Changes, except that the Series FF preferred stock will carry a $0.001 per share liquidation preference payable only if we liquidate, dissolve or wind up.

Effect on Equity-Based Incentive Plans and Outstanding Equity Awards

Pursuant to the provisions contained in our Equity Plans and other equity awards granted outside of such equity-based plans, our compensation committee intends to exercise its administrative responsibilities to provide that, following the Capitalization Changes, all outstanding stock options and RSUs granted pursuant to our Equity Plans, other equity awards granted outside of such equity-based plans, and the share reserves and share-related limits under our equity-based plans will be equitably adjusted to reflect the Capitalization Changes as follows:

59

The outstanding stock options and RSUs, adjusted as described in the preceding sentence, will in all other respects continue to be subject to the terms and conditions applicable to them prior the adjustment. As described in Proposals Five and Six, we are asking our stockholders to approve the amendment and restatement of our 2019 Plan and our ESPP to reflect our new capital structure and make certain other amendments.

Effect on Preferred Stock

Although the New Certificate will result in an increase in the number of authorized shares of preferred stock from 225,000,000 to 450,000,000, neither the New Certificate nor the Class C Split will have any effect on the rights, preferences, and privileges of, and restrictions on, the preferred stock. The Certificate of Designations will create the Series FF preferred stock and reduce the number of undesignated shares of preferred stock correspondingly. Currently, no shares of preferred stock are issued or outstanding and, except for the Preferred Exchange, we have no current plan to issue any shares of preferred stock.

Effect on Convertible Notes

Pursuant to the terms of the indenture governing our 0% Convertible Senior Notes due 2030 (the “2030 Notes”), at and after the Class C Split, each share of Class A common stock underlying the 2030 Notes will be reconstituted and become one share of Class A common stock and one share of Class C common stock. As a result of the Class C Split, the 2030 Notes will become convertible at the option of the holder for 35 trading days following the Class C Split.

Additionally, we expect the capped call transactions that we entered into in connection with the issuance of the 2030 Notes (the “2030 Capped Calls”) to be adjusted as a result of the Class C Split so that the 2030 Capped Calls will be exercisable into shares of Class A common stock and shares of Class C common stock.

We do not expect to implement the Capitalization Changes until after the maturity of our 0% Convertible Senior Notes due 2026 (the “2026 Notes”), and we therefore do not expect that the Capitalization Changes will have any effect on the 2026 Notes or the associated capped call transactions.

Material U.S. Federal Income Tax Consequences

The discussion below does not address the U.S. federal income tax consequences of the Class C Split and the Preferred Exchange to the Co-Founders and their related entities.

We believe that, in general, for U.S. federal income tax purposes (i) each of the Class C Split and the Preferred Exchange will constitute a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code and will not be taxable to our stockholders; (ii) the tax basis of each share of Class A common stock or Class B common stock with respect to which Class C common stock is issued in the Class C Split will be apportioned in proportion to the fair market value of such shares on the date of the Class C Split; (iii) if the shares of Class A common stock or Class B common stock were held as capital assets immediately before the Class C Split, the holding period for each new share of Class C common stock will include such stockholder’s holding period for the share of Class A common stock or Class B common stock with respect to which the Class C common stock is issued; and (iv) no gain or loss will be recognized on any subsequent conversion of Class C common stock into shares of Class A common stock. Gain or loss would be recognized, however, on the subsequent disposition of shares of Class A common stock or Class C common stock in a taxable transaction. Further, we believe the Class C common stock will not constitute Section 306 stock because we expect the Class C common stock to participate in the corporate growth of the Company to a significant extent. If the Class C common stock were

60

determined to constitute Section 306 stock, a stockholder generally would be treated as realizing ordinary income as opposed to capital gain upon certain dispositions (including redemptions) of such Section 306 stock. The above discussion is not tax advice, and stockholders are urged to seek the advice of their tax counsel on all U.S. federal, state and local and non-U.S. tax consequences relating to the Class C Split and the Preferred Exchange.

Securities Laws

Class C Split

The Class C Split will not involve a “sale” of a security under the Securities Act, including Rule 145 promulgated thereunder. Consequently, we will not register the issuance of Class C common stock to our existing stockholders as a result of the Class C Split pursuant to the Securities Act.

Class C common stock received by our existing stockholders as a result of the Class C Split will be deemed to have been acquired at the same time as the Class A common stock or Class B common stock, as applicable, held at the time of the Class C Split. Shares of Class A common stock, Class B common stock, and Class C common stock held at the time of the Class C Split, other than any such shares held by our “affiliates” within the meaning of the Securities Act, may be offered and sold in the same manner as the Class A common stock or Class B common stock, as applicable, prior to the Class C Split without registration pursuant to the Securities Act (or in the case of equity awards, pursuant to registration statements that we will file under the Securities Act). Our affiliates will continue to be subject to the restrictions specified in Rule 144 of the Securities Act.

We will not engage a proxy solicitor, or otherwise pay any commission or remuneration, to any person for soliciting the Class C Split. We will register the Class C common stock with the SEC under the Exchange Act and intend to apply to list the Class C common stock on the NYSE.

Preferred Exchange

The exchange of shares of outstanding Class B common stock for shares of Series FF preferred stock and Class A common stock would be exempt from registration under the Securities Act pursuant to Section 3(a)(9). The Preferred Exchange would entail the exchange of a security by the Company with its existing security holders exclusively and no commission or other remuneration will be paid or given directly or indirectly for soliciting such exchange.

We will not register the Series FF preferred stock with the SEC under the Exchange Act or apply to list the Series FF preferred stock on the NYSE.

Conversion of Other Class B Common Stock

The outstanding Class B common stock that does not participate in the Preferred Exchange will convert into Class A common stock in accordance with its terms and such conversion will be exempt from registration under the Securities Act pursuant to Section 3(a)(9). The conversion of non-participating Class B common stock into Class A common stock will not be registered pursuant to the Securities Act.

NYSE Criteria

The shares of Class A common stock are currently traded on NYSE and will remain traded on NYSE following the Capitalization Changes.

We intend to apply to list the shares of Class C common stock on NYSE. The listing of the shares of Class C common stock on NYSE is subject to NYSE’s approval of such listing applications and notices, which will be conditioned upon our satisfaction of certain listing requirements. We believe that we will be able to satisfy these listing requirements.

61

Interests of Certain Persons

As of the Record Date, the Co-Founders beneficially owned   shares of Class A common stock and   shares of Class B common stock, representing   % of our total outstanding voting power. As a

result, the Co-Founders currently have the ability to elect all of our directors and to determine the outcome of most matters submitted for a vote of our stockholders.

Following the Class C Split and the Preferred Exchange, the Co-Founders will have (i) the same proportionate voting power as they held immediately prior to the Class C Split and the Preferred Exchange and (ii) substantially the same economic interest as they held immediately prior to the Class C Split and the Preferred Exchange, except for the $0.001 per share liquidation preference to which each share of the Series FF preferred stock is entitled in the event of a liquidation, dissolution or winding-up of the Company.

After the Class C Split and the Preferred Exchange, as was the case prior to the Class C Split and the Preferred Exchange, the Co-Founders will continue to have the ability to elect all of our directors and to determine the outcome of most matters submitted for a vote of our stockholders. This will be true so long as they own a majority of our total outstanding voting power. Furthermore, even if the Co-Founders substantially reduce their holdings of our capital stock by disposing of either shares of Class A common stock or Class C common stock (or both), they will continue to have the ability to elect all of our directors and to determine the outcome of most matters submitted for a vote of our stockholders so long as they continue to own a majority of our total outstanding voting power. With respect to certain change in control transactions involving us (including an acquisition of us by another company), the Co-Founders’ ability to determine the affirmative outcome of the stockholder vote with respect to that transaction is contingent upon their ability to cast in favor of the transaction at least a majority of the voting power of the then outstanding shares of our capital stock. As of the Record Date, the Co-Founders control that vote.

Even if the Co-Founders cease to hold a majority of our outstanding voting power, they would continue to exercise a significant proportion of our outstanding voting power unless and until the Series FF preferred stock is redeemed.

Stockholder Information

Following the Class C Split, we will deliver to the holders of shares of Class C common stock the same proxy statements, annual reports, and other information and reports as we currently deliver to the holders of shares of Class A common stock and Class B common stock per applicable stock exchange rules.

Vote Required

The approval and adoption of Proposal Four, including each of Proposals 4A, 4B, 4C, 4D, 4E, and 4F, requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock outstanding on the Record Date. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

The approval of each of these proposals is required to approve and adopt the New Certificate. Accordingly, each of the proposals comprising this Proposal Four is cross-conditioned upon the approval by our stockholders of all of the proposals comprising this Proposal Four. None of the actions contemplated by this Proposal Four will proceed if any of Proposals 4A, 4B, 4C, 4D, 4E or 4F is not approved by our stockholders.

If you return a signed proxy card, unless your proxy card is marked to the contrary, your shares of Class A common stock and Class B common stock will be voted “FOR” the approval and adoption of the New Certificate, which means that they will be voted “FOR” each of Proposals 4A, 4B, 4C, 4D, 4E, and 4F.

62

Other Information

As of the Record Date, the Co-Founders beneficially owned (including shares over which they hold an irrevocable proxy)   shares of Class A common stock and   shares of Class B common stock, representing  % of our total outstanding voting power. As a result, the Co-Founders will have the power to approve and adopt the New Certificate pursuant to this Proposal Four without the affirmative vote of any other stockholder. The Co-Founders have indicated that they intend to vote all of the shares of Class A common stock and Class B common stock that they beneficially own “FOR” the approval and adoption of the New Certificate pursuant to this Proposal Four. Stockholders will have no appraisal rights with respect to the adoption of the New Certificate.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND ADOPTION OF AN AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

63

PROPOSAL FIVE:

AMENDMENT AND RESTATEMENT OF 2019 PLAN

Our Board of Directors is asking our stockholders to approve an amendment and restatement of our 2019 Plan, to reflect the Class C Split and to provide flexibility for the share reserve to, after the Class C Split, be considered one share reserve that may be used for awards of new Class C common stock and/or Class A common stock as administrator of the 2019 Plan determines is appropriate. We are also asking our stockholders to:

In May 2026, our Board of Directors approved the amendment and restatement of our 2019 Plan. If our stockholders approve the amendment and restatement of the 2019 Plan and also approve Proposal Four, the amended and restated 2019 Plan will be effective upon the effectiveness of the Class C Split.

If our stockholders do not approve Proposal Four, or approve Proposal Four but not this Proposal Five, this amendment and restatement will not be implemented, and our 2019 Plan will continue to be administered in its current form. If our stockholders approve Proposal Four but not this Proposal Five, the adjustment provisions of the 2019 Plan will result in the adjustment of number and class of shares of our common stock that may be delivered under the 2019 Plan, including under the annual “evergreen” provision, the numerical share limits under the 2019 Plan, and the number and class of shares of our common stock covered by each outstanding award, as described below.

Proposed Amendment and Restatement of 2019 Plan

Background of 2019 Plan

Our 2019 Plan was adopted by our Board of Directors in July 2019, approved by our stockholders in August 2019, and became effective in September 2019 in connection with our IPO. The 2019 Plan provides for the grant of awards to eligible employees, directors, and consultants in the form of stock options, restricted stock, RSUs, stock appreciation rights (“SARs”), performance shares, performance stock units, and performance awards.

We believe that our future success and our ability to remain competitive are dependent on our continuing efforts to attract, retain and motivate highly-qualified personnel. Competition for these people in our industry is intense. Allowing employees to participate in owning shares of our capital stock helps align the objectives of our stockholders and our employees and is important in attracting, retaining, and motivating the highly-skilled personnel that are essential to our success.

From the inception of the 2019 Plan through April 30, 2026, 35,597,841 RSUs were granted under the 2019 Plan, 17,019,075 of which had settled as Class A common stock and 11,554,636 of which remained outstanding as of

64

April 30, 2026. As of April 30, 2026, 96,358,663 shares remain available for future issuance under the 2019 Plan and are not subject to any outstanding awards thereunder.

Proposal

In connection with, and contingent upon, the approval of Proposal Four, we are proposing to amend and restate the 2019 Plan to provide that following the Class C Split, the administrator will have the ability to grant an aggregate number of awards up to total number of shares reserved and available for issuance under the 2019 Plan, which, under the 2019 Plan’s existing adjustment provisions will be doubled to 58,670,000 shares plus other shares that have become or in the future become available for grant under the 2019 Plan, as described further below, with the determination of whether to grant awards covering shares of Class A common stock or shares of Class C common stock to be made by the administrator in its discretion. To the extent that, following the Class C Split, any currently outstanding awards are forfeited or cancelled, shares of common stock subject to those awards will be reissuable under awards covering either Class A common stock or Class C common stock upon their return to the 2019 Plan, as determined by the administrator in its discretion. Any award that is outstanding under the 2019 Plan immediately prior to the Class C Split will be adjusted as described in Proposal Four. In addition, we are proposing to amend and restate the 2019 Plan to remove the annual share cap limit from the annual “evergreen” provision, while maintaining the annual increase at 5% of our outstanding shares of common stock and to add a limit on the number of shares that can be issued as incentive stock options under the 2019 Plan.

For a discussion of the Capitalization Changes, including the Class C Split, and the differences between the Class A common stock and the Class C common stock and the treatment of outstanding awards under the 2019 Plan, please see “Proposal Four—Certain Other Effects of the Capitalization Changes—Effect on Equity-Based Incentive Plans and Outstanding Equity Awards.”

Material Differences Between the Current 2019 Plan and the Amended and Restated 2019 Plan

Share Reserve

The amended and restated 2019 Plan will have one share reserve from which the administrator may grant awards covering shares of Class A common stock and/or shares of Class C common stock, as it deems appropriate. This share reserve would be doubled from the current share reserve to reflect the Class C Split pursuant to the existing adjustment provisions of the 2019 Plan. If the administrator grants an award but does not specify which class of common stock underlies the award, the award will cover shares of Class C common stock.

Under the current 2019 Plan, awards may cover only shares of Class A common stock. Without the modifications being proposed, the adjustment provisions of the 2019 Plan would, upon the Class C Split, create two distinct share reserve pools: one covering the same number of shares of Class A common stock as in the share reserve immediately before the Class C Split, which would be available solely for awards covering Class A common stock, and another covering an equivalent number of shares of Class C common stock, which would be available solely for awards covering Class C common stock. The proposed amendment and restatement of the 2019 Plan would allow us the flexibility to combine these two share reserve pools and determine whether and to what extent grants from this single pool will cover shares of Class A common stock or shares of Class C common stock.

Lapsed Awards

Similarly, shares that, pursuant to the lapsed awards provisions of the 2019 Plan, return to the share reserve under the amended and restated 2019 Plan may be used for new awards covering shares of Class A common stock or shares of Class C common stock as determined by the administrator in its sole discretion, regardless of whether the lapsed award was of the same class.

Without the changes proposed by this amendment and restatement, shares returning to the share reserve as a result of lapsed awards would only be available for new grants of awards covering the same class of shares.

65

“Evergreen” Provisions

The amended and restated 2019 Plan will no longer have a 29,335,000 share cap in the current annual “evergreen” provision. Instead, beginning with our 2027 fiscal year, the number of shares available for issuance under the amended and restated 2019 Plan will be increased on the first day of each fiscal year, in an amount, subject to the adjustment provisions of the 2019 Plan, equal to 5% of the outstanding shares of all classes of our common stock on the last day of the immediately prior fiscal year or such lesser number of shares determined by the administrator. The shares added under the evergreen provision would be available for the grants of awards of Class A common stock or Class C common stock, as the administrator determines. The term of the evergreen provision will remain unchanged under the amended and restated 2019 Plan and will expire as originally planned in July 2029.

Without the amendments being proposed, upon the Class C Split, under adjustment provisions of the 2019 Plan, the share cap on the annual increase would be equal to 29,335,000 shares of Class A common stock and 29,335,000 shares of Class C common stock. Therefore, the annual evergreen increase would equal the lesser of these amounts, 5% of the outstanding shares of all classes of our common stock on the last day of the immediately prior fiscal year, or such lesser number of shares determined by the administrator.

Maximum Number of Incentive Stock Options

The amended and restated 2019 Plan includes a maximum number of shares that may be issued upon the exercise of incentive stock options under the amended and restated 2019 Plan of 58,670,000 shares of Class A common stock and 58,670,000 shares of Class C common stock, which is in all cases subject to the applicable share reserve. Currently, we are not granting incentive stock options, but to give us flexibility to do so in the future, we must have a specific maximum number of shares that can be granted under incentive stock options.

The current 2019 Plan provides that the maximum number of shares that may be issued upon the exercise of incentive stock options under the 2019 Plan equals 200% of the basic share reserve of 29,335,000 shares, plus, to the extent permitted under the rules that apply to incentive stock options, the shares that become available under the evergreen provision and the lapsed award provisions. Removing the 29,335,000 share cap in the “evergreen” provision as described above means that, in order to be able to grant new incentive stock options in the future, we needed to amend the method of describing the maximum number of incentive stock options that may be granted. The proposed maximum does not indicate that we intend to grant the full number of incentive stock options available over the life of the 2019 Plan; in fact, we currently expect that options granted under the 2019 Plan will continue to be in the form of nonstatutory stock options for the foreseeable future.

Summary of the Amended and Restated 2019 Plan

The principal terms of the 2019 Plan, as amended and restated, are summarized below. This summary is not a complete description of the 2019 Plan, and it is qualified in its entirety by reference to the complete text of the 2019 Plan document. The amended and restated 2019 Plan is attached as Appendix B-1 to this Proxy Statement. For convenience of reference, Appendix B-2 sets forth the amendments to the 2019 Plan approved by our Board of Directors in May 2026 with deleted text shown in strikethrough and added or moved text shown as underlined.

We adopted the 2019 Plan, which became effective in September 2019, as the successor to our Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”). Our 2019 Plan authorizes the award of stock options, restricted stock, RSUs, SARs, performance shares, performance stock units, and performance awards (each as more fully described below).

Authorized Shares. We initially reserved 29,335,000 shares of our Class A common stock to be issued under our 2019 Plan, plus the number of shares of our Class A common stock equal to (A) the number of shares of our Class A common stock or Class B common stock subject to awards granted under the 2010 Plan that, after the

66

date the 2010 Plan was terminated, are cancelled, expire or otherwise terminate without having been exercised in full and (B) the number of shares of our Class B common stock that, after the date the 2010 Plan was terminated, are forfeited to us, tendered to or withheld by us for payment of an exercise price or for tax withholding, or repurchased by us due to failure to vest, with the maximum number of shares that may be added to the 2019 Plan under clauses (A) or (B) equal to 37,326,953 shares of Class A common stock. As of immediately following the Class C Split, the total number of shares reserved for issuance under our 2019 Plan will be adjusted to reflect the Class C Split by multiplying the available share reserve, including the shares that have been added to the share reserve prior to the Class C Split pursuant to clauses (A) and (B) of the prior sentence, the evergreen provisions and lapsed award provisions of the 2019 Plan, by two.

Therefore, the number of shares reserved will, subject to the following sentence, be (i) 58,670,000 shares, plus the number of shares of our Class A common stock equal to (A) the number of shares of our Class A common stock or Class B common stock subject to awards granted under the 2010 Plan that, after the date the 2010 Plan was terminated, are cancelled, expire or otherwise terminate without having been exercised in full and (B) the number of shares of our Class B common stock that, after the date the 2010 Plan was terminated, are forfeited to us, tendered to or withheld by us for payment of an exercise price or for tax withholding, or repurchased by us due to failure to vest, with the maximum number of shares that may be added to the 2019 Plan under clauses (A) or (B) equal to 74,653,906 shares. In addition, a total of 99,830,520 shares became available for issuance under the 2019 Plan during the period from the first day of the 2021 fiscal year through and including the first day of our 2026 fiscal year pursuant to the automatic share reserve increase provisions of the 2019 Plan as they were in effect prior to this restatement, and such shares also will be adjusted in connection with the Class C Split. Under the amended and restated 2019 Plan, the administrator will have the ability to grant an aggregate number of awards up to such limits, with the determination of whether to grant awards covering shares of Class A common stock or shares of Class C common stock to be made by the administrator in its discretion. Any award that is outstanding under the 2019 Plan immediately prior to the Class C Split will be adjusted as described in Proposal Four. As of April 30, 2026, an aggregate of 96,358,663 shares of Class A common stock were available for issuance under the 2019 Plan.

The number of shares reserved for grant and issuance under our 2019 Plan increases automatically on January 1 of each of the calendar years during the term of the 2019 Plan, which will continue through and including July 2029, by a number of shares of common stock equal to the lower of (i) 5% of the total number of shares of all classes of our common stock outstanding on the last day of the immediately preceding December 31st, or (ii) a number of shares determined by the administrator.

In addition, to the extent that, following the Class C Split, any currently outstanding awards are reacquired due to failure to vest, forfeited, cancelled or withheld to pay the exercise price or satisfy tax withholding obligations, shares of common stock subject to those awards will be reissuable under awards covering either Class A common stock or Class C common stock upon their return to the 2019 Plan, as determined by the administrator in its discretion and regardless of the class of shares covered by the lapsed award or of the withheld shares. Specifically, the following shares are or will become available for grant and issuance under our 2019 Plan as awards covering either Class A common stock or Class C common stock regardless of the class of shares covered by the original award:

67

If awards are granted in substitution for awards outstanding under a plan maintained by an entity acquired by or consolidated with us, such substitute awards will not reduce the number of shares available for issuance under the 2019 Plan.

Plan Administration. The 2019 Plan provides that the Board of Directors or one or more committees appointed by our Board of Directors will administer our 2019 Plan. Our compensation committee currently administers our 2019 Plan. Subject to the provisions of our 2019 Plan, the administrator has the power to administer our 2019 Plan and make all determinations deemed necessary or advisable for administering the 2019 Plan, including but not limited to, the power to determine the fair market value of our Class A common stock and Class C common stock, approve forms of award agreements for use under the 2019 Plan, select the service providers to whom awards may be granted, determine the number and class of shares covered by each award, determine the terms and conditions of awards (including, but not limited to, the exercise price, the times or times at which the awards may be exercised, any vesting acceleration or waiver or forfeiture restrictions, and any restriction or limitation regarding any award or the shares relating thereto); interpret the terms of our 2019 Plan and awards granted under it; establish, amend, and rescind rules relating to our 2019 Plan, including creating sub-plans for jurisdictions outside the United States to satisfy the laws of such jurisdictions or to qualify awards for special tax treatment under the laws of such jurisdictions; and modify or amend each award, including but not limited to the discretionary authority to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended past its original maximum term), delegate ministerial duties to any of our employees, authorize any person to take any steps, and execute, on our behalf, any documents required for an a ward previously granted by the administrator to be effective, and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type that may have a higher or lower exercise price and/or different terms, awards of a different type and/or cash, or by which the exercise price of an outstanding award is increased or reduced. The administrator’s decisions, determinations, and interpretations are final and binding on all participants to the full extent permitted by law.

Eligibility. Our 2019 Plan provides for the grant of awards to our employees, directors, and consultants; provided, however, that only employees may receive incentive stock options. As of December 31, 2025, 5,097 employees (including our four executive officers), 385 consultants, and seven non-employee directors were eligible to participate in the 2019 Plan.

Stock Options. Stock options granted under our 2019 Plan will be designated in the award agreement as either incentive stock options or nonstatutory stock options. The exercise price of options granted under our 2019 Plan will be determined by the administrator, provided that each option intended to be an incentive stock option must have an exercise price no less than the fair market value of the underlying shares of our common stock on the

68

date of grant. The term of an option intended to be an incentive stock option may not exceed 10 years. However, with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term of an incentive stock option must not exceed five years and the exercise price must equal at least 110% of the fair market value of the underlying shares of our common stock on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, check, or wire transfer, consideration received by us under a cashless exercise arrangement, shares, or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of a participant, he or she may exercise his or her option (to the extent vested) for the period of time stated in his or her option agreement. However, in no event may an option be exercised later than the expiration of its term. If exercising an option prior to its expiration is not permitted by applicable law, other than the rules of any stock exchange or quotation system on which the applicable class of our common stock is listed or quoted, the option will remain exercisable until 30 days after the first date on which exercise would be permitted by applicable law, or if earlier, its expiration date.

Restricted Stock. Restricted stock awards are grants of shares of our Class A common stock or our Class C common stock that vest in accordance with terms and conditions established by the administrator, and may generally not be sold, transferred, pledged, assigned, or otherwise alienated until the end of the applicable period of restriction. The administrator will determine the number of shares and class of restricted stock subject to an award and, subject to the provisions of our 2019 Plan, will determine the terms and conditions of such awards, including the period of restriction (if any). Restricted stock awards also may be granted without any period of restriction (e.g., vested stock bonuses). The administrator may impose whatever period of restriction it determines to be appropriate (e.g., the administrator may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Shares of restricted stock will generally be held in escrow until when practicable after the last day of any applicable period of restriction. Recipients of restricted stock awards generally will have voting rights with respect to such shares upon grant without regard to vesting, but shall not have rights to dividends or other distributions, unless otherwise provided by the administrator. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units. An RSU represents an amount equal to the fair market value of one share of our Class A common stock or Class C common stock, as applicable. Subject to the provisions of our 2019 Plan, the administrator determines the terms and conditions of RSUs, including the number and class of shares covered by the award, vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the administrator in its discretion. Unless otherwise provided in the award agreement, the administrator may settle earned RSUs in the form of cash, in shares, or in some combination of both. Notwithstanding the foregoing, the administrator, in its sole discretion, may reduce or waive any vesting criteria to earn the RSUs.

Stock Appreciation Rights. SARs granted under our 2019 Plan will be evidenced by an award agreement that sets forth the number and class of shares subject to the award, its exercise price, its expiration date, and such other terms determined by the administrator. SARs allow the recipient to receive a payment equal to the excess, if any, of the fair market value of the underlying shares of our common stock between the exercise date and the date of grant multiplied by the number of shares with respect to which the SAR is exercised. The administrator will determine whether to pay any increased appreciation in cash or with shares of the applicable class of our common stock, or a combination thereof. If exercising a SAR prior to its expiration is not permitted by applicable law, other than the rules of any stock exchange or quotation system on which the applicable class of our common stock is listed or quoted, the SAR will remain exercisable until 30 days after the first date on which exercise would be permitted by applicable law, or if earlier, its expiration date.

69

Performance Stock Units and Performance Shares. Performance stock units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will determine the class of shares underlying the award and will establish performance objectives or other vesting provisions in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. The administrator may set performance objectives based on the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the administrator in its discretion. After the grant of a performance stock unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance stock units or performance shares. Performance units shall have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial value equal to the fair market value of the underlying shares of common stock on the grant date. Payment of earned performance stock units and performance shares will be made at the time or times set forth in the award agreement. The administrator, in its sole discretion, may pay earned performance stock units or performance shares in the form of cash, in shares, or in some combination thereof.

Performance Awards. Performance awards granted under our 2019 Plan will be evidenced by an award agreement that sets forth the applicable performance period and contain performance objectives based on the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the administrator in its discretion, which will determine the value of the payout for the performance award. Each performance award’s threshold, target, and maximum payout values will be established by the administrator on or before the date of grant. After an applicable performance period, earned performance awards will be paid at the time or times set forth in the award agreement. The administrator, in its sole discretion, may pay earned performance stock units or performance shares in the form of cash, in shares, or in some combination thereof.

Grants to Non-Employee Directors. Our non-employee directors receive automatic grants of RSUs under our outside director compensation policy. If the Class C Split occurs, we expect that all such future grants under our outside director compensation policy will cover only Class C common stock. For more information about these automatic grants to our non-employee directors, see “Board of Directors and Corporate Governance-Non-Employee Director Compensation.” Non-employee directors are also eligible to receive discretionary grants of any type of award under the 2019 Plan.

Non-Transferability of Awards. Unless the administrator provides otherwise, our 2019 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime. If the administrator makes an award transferable, such award will contain such additional terms and conditions as the administrator deems appropriate. Any unauthorized transfer of an award will be void.

Certain Adjustments. In the event of certain changes in our capitalization, such as an extraordinary dividend or distribution, recapitalization, stock split (including the Class C Split), reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, exchange of our shares or other securities, issuance of warrants or other rights to acquire our securities, other change in our corporate structure affecting shares of Class A common stock or Class C common stock, or any similar equity restructuring transaction, to prevent diminution or enlargement of the benefits or potential benefits intended to be provided under our 2019 Plan, the administrator will adjust the number and class of shares that may be delivered under our 2019 Plan and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limits set forth in our 2019 Plan in a manner it deems equitable.

Dissolution or Liquidation. In the event of a proposed dissolution or liquidation, the administrator will notify participants at such time prior to the effective date of such proposed transaction as the administrator determines. To the extent it has not been previously exercised, all awards will terminate immediately prior to the consummation of such proposed transaction.

70

Merger or Change in Control. Our 2019 Plan provides that in the event of a merger or change in control, as defined under our 2019 Plan, each outstanding award will be treated as the administrator determines, without a requirement to obtain a participant’s consent, including, without limitation, that such award will be continued by the successor corporation or a parent or subsidiary of the successor corporation or that the vesting of any such award may automatically accelerate upon consummation of such transaction. The administrator is not required to treat all awards, all awards held by a participant, or all awards of the same type, similarly. An award will be considered continued if following the transaction (i) the award gives the right to purchase or receive the consideration received in the transaction by holders of the same class of our common stock (and if holders of such class of shares of our common stock were offered a choice of consideration, the type of consideration received by the holders of a majority of the outstanding shares of the same class of our common stock), with the award otherwise continued in accordance with its terms (including vesting criteria) or (ii) the award is terminated in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise or realization of the award, which payment may be subject to any escrow applicable to holders of the same class of our common stock in connection with the transaction. Awards that vest, are earned, or are to be paid out upon the satisfaction of performance goals will generally not be considered assumed if we or any successor corporation modify any such performance goal without participant consent.

The administrator has the authority to modify awards in connection with a change in control or merger (i) in a manner that causes awards to lose tax-preferred status, (ii) to terminate any right of an option to be early exercised, (iii) to proportionately reduce an award’s exercise price in a manner compliant with Treasury regulations issued under Section 409A of the Code, and (iv) to suspend a participant’s right to exercise an option during a limited time period before of following the closing of such transaction without participant consent if administratively necessary or advisable.

In the event that a successor corporation does not continue an outstanding award (or some portion of such award), then such award will fully vest in 100% of all then-unvested stock options and SARs, all restrictions on restricted stock and RSUs will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and all other terms and conditions met. If an option or SAR is not assumed or substituted, the administrator will notify the participant in writing or electronically that such option or SAR (after considering any applicable vesting acceleration) will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period.

The 2019 Plan provides that if an outside director’s awards are assumed or substituted for in a merger or change in control and the service of such outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her options and SARs, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and RSUs will lapse and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels, and all other terms and conditions met. Our outside director compensation policy currently in effect provides that in the event of a change in control, each non-employee director will fully vest in his or her outstanding Company equity awards, provided that the non-employee director continues to be a non-employee director through the date of the change in control. For more information about our outside director compensation policy, see “Board of Directors and Corporate Governance—Non-Employee Director Compensation.”

Forfeiture; Clawback. We maintain a compensation recovery (“clawback”) policy designed to comply with, and will be interpreted in a manner consistent with, Exchange Act Rule 10D-1 and the applicable listing standards of the NYSE (the “clawback policy”). All awards granted under our 2019 Plan are subject to recoupment under this clawback policy and any other compensation recovery policy that we are required to adopt under applicable law. In addition, the administrator may provide in an award agreement that the recipient’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events. In the event of any accounting restatement, the recipient of an award will be

71

required to repay a portion of the proceeds received in connection with the settlement of an award earned or accrued under certain circumstances. For more information about our clawback policy, see “Compensation Discussion and Analysis—Compensation Recovery (“Clawback”) Policy.”

Amendment; Termination. Our Board of Directors or our compensation committee has the authority to amend, alter, suspend, or terminate our 2019 Plan provided such action does not materially impair the rights of any participant, subject to certain exceptions in accordance with the terms of our 2019 Plan. We will obtain stockholder approval of any 2019 Plan amendment to the extent necessary or desirable to comply with applicable laws. Our ability to grant incentive stock options under the 2019 Plan and the automatic increase in shares under the 2019 Plan will expire in July 2029. The 2019 Plan will not expire until terminated by our Board of Directors or our compensation committee.

Federal Income Tax Consequences

The following is a brief summary of the federal income tax consequences applicable to awards granted under the 2019 Plan based on federal income tax laws in effect on the date of this Proxy Statement.

This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant. The summary does not discuss the tax laws of any state, municipality, or foreign jurisdiction, or gift, estate, excise, payroll, or other tax laws other than federal income tax law. This summary does not discuss the impact of Section 280G of the Code governing parachute payments or Section 409A of the Code governing nonqualified deferred compensation plans. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because circumstances may vary, we advise all participants to consult their own tax advisors under all circumstances.

Incentive Stock Options

A participant recognizes no taxable income for regular income tax purposes because of the grant or exercise of an option that qualifies as incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the exercise, the participant will recognize a capital gain or loss equal to the difference between the sale price of the shares and the exercise price, and we will not be entitled to any deduction for federal income tax purposes.

However, if the participant disposes of such shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise (a “disqualifying disposition”), any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a loss (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant upon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Internal Revenue Code of 1986 (as amended, the “Code”).

For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits for purposes.

72

Nonstatutory Stock Options

A participant generally recognizes no taxable income as the result of the grant of such an option. However, upon exercising the option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the shares acquired by exercising a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss.

SARs

In general, no taxable income is reportable when a SAR is granted to a participant. Upon exercise, the participant generally will recognize ordinary income equal to the fair market value of any shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of the shares acquired by exercising a SAR, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss.

Restricted Stock Awards

A participant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date, reduced by any amount paid by the participant for such shares. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, under Section 83(b) of the Code to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired under a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Unit Awards

There are no immediate tax consequences of receiving an award of RSUs. A participant who is awarded RSUs generally will recognize ordinary income equal to the fair market value of shares issued to such participant on the vesting date or, if later, the settlement date elected by the administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Performance Awards

A participant generally will recognize no income upon the grant of a performance stock unit, performance shares or performance award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or unrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Section 409A

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2019 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be before the compensation is actually or constructively received. Also, if an award subject to Section 409A of the Code violates the provisions of Section 409A of the Code, Section 409A of the Code imposes an additional 20% federal income tax on compensation recognized as ordinary income, and interest on such deferred compensation.

73

Tax Effect for the Company

We generally will be entitled to a tax deduction in connection with an award under the 2019 Plan equal to the ordinary income realized by a participant when the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to certain current or former executive officers and other “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under Section 162(m) of the Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS UNDER THE RESTATED PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

New Plan Benefits

Other than with respect to certain awards to be made to our non-employee directors as described in “Board of Directors and Corporate Governance-Non-Employee Director Compensation,” the awards under the 2019 Plan are within the discretion of our compensation committee or our Board of Directors and therefore cannot be determined in advance. Furthermore, since awards granted automatically pursuant to our outside director compensation policy to our non-employee directors are determined based on the market price as described in “Board of Directors and Corporate Governance-Non-Employee Director Compensation,” it is not possible to determine the exact number of shares that will be subject to such future awards. As a result, the benefits that will be awarded under the 2019 Plan, including to our non-employee directors, are not determinable at this time and, therefore, the table below shows, with respect to the individuals and groups named below, the aggregate number of shares of Class A common stock subject to, and the grant date fair value of, awards granted under the 2019 Plan (whether or not currently outstanding, vested, or forfeited, as applicable) during fiscal year 2025:

74

The official closing price per share of our Class A common stock as reported by NYSE on May 28, 2026 was $228.11.

History of Grants Under the 2019 Plan

The following table summarizes the grants made to our named executive officers, all current executive officers as a group, all current non-executive directors as a group and all current non-executive employees as a group, from the inception of the 2019 Plan through April 30, 2026:

Certain Interests of Directors and Executive Officers

In considering the recommendation of our Board of Directors with respect to the approval of the material terms of the 2019 Plan, as amended and restated, stockholders should be aware that the members of our Board of Directors have certain interests, which may present them with conflicts of interest in connection with this proposal. As discussed above, directors are eligible to receive awards under the 2019 Plan. For more information about equity grants to our directors, see “Board of Directors and Corporate Governance-Non-Employee Director Compensation.” Our Board of Directors recognizes that approval of this proposal may benefit our directors and their successors.

Our executive officers have an interest in the approval of the 2019 Plan because they are eligible to receive awards under the 2019 Plan.

75

Vote Required

The amendment and restatement of our 2019 Plan requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal and broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF OUR 2019 PLAN.

76

PROPOSAL SIX:

AMENDMENT AND RESTATEMENT OF ESPP

Our Board of Directors is asking our stockholders to approve an amendment and restatement of our ESPP, contingent upon the approval by our stockholders of Proposal Four, to reflect the Class C Split and to provide flexibility for the share reserve under the ESPP to, after the Class C Split, be considered one share reserve from which eligible employees may be offered the ability purchase Class C common stock and/or Class A common stock, as the administrator determines is appropriate, at a discount in accordance with ESPP terms, and to make other amendments to ESPP’s terms, as described below.

In May 2026, our Board of Directors approved the amendment and restatement of our ESPP, subject to the approval of our stockholders and contingent upon the approval by our stockholders of Proposal Four. If our stockholders approve the amendment and restatement of our ESPP and also approve Proposal Four, the amended and restated ESPP will be effective upon the effectiveness of the Class C Split.

If our stockholders do not approve Proposal Four, or approve Proposal Four but not this Proposal Six, this amendment and restatement will not be implemented, and our ESPP will continue to be administered in its current form. If our stockholders approve Proposal Four but not this Proposal Six, the adjustment provisions of the ESPP will result in the adjustment of number and class of shares of our common stock that may be delivered under the ESPP, including under the annual “evergreen” provision, the numerical share limits under the ESPP, and the number and class of shares covered by each outstanding option under the ESPP that has not yet been exercised, as described below.

Proposed Amendment and Restatement of ESPP

Background of ESPP

Our ESPP was adopted by our Board of Directors in July 2019, approved by our stockholders in August 2019, and became effective in September 2019 in connection with our IPO. The ESPP provides for the purchase of common stock by our eligible employees.

The purpose of the ESPP is to provide our eligible employees with opportunities to purchase shares of our common stock at a discount through voluntary contributions, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and our stockholders.

The ESPP includes two components: (i) a “423 Component” and (ii) a “Non-423 Component”. It is intended for the 423 Component to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of Code. Additionally, the ESPP authorizes the grant of options under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise provided in the ESPP, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

Proposal

In connection with, and contingent upon, the approval of Proposal Four, we are proposing to amend and restate the ESPP to provide that, following the Class C Split, the administrator will have the ability to grant an aggregate number of options under the ESPP up to the total number of shares reserved and available for issuance under the ESPP, which, under the ESPP’s existing adjustment provisions, will be doubled to 11,740,000 shares plus shares that have become or in the future become available under the ESPP pursuant to the “evergreen” provisions as described below, with the determination of whether to grant options covering shares of Class A common stock or shares of Class C common stock to be made by the administrator in its discretion, and to make certain other changes, as described below. For a discussion of the Capitalization Changes, including the Class C Split and the differences between the Class A common stock and the Class C common stock, please see “Proposal Four—Certain Other Effects of the Capitalization Changes—Effect on Equity-Based Incentive Plans and Outstanding Equity Awards.”

77

Material Differences Between the Current ESPP and the Amended and Restated ESPP

Share Reserve

The amended and restated ESPP will have one share reserve from which options that are granted under ESPP offering periods may be issued, as shares of Class A common stock and/or shares of Class C common stock, as the administrator deems appropriate. This share reserve would be doubled to reflect the Class C Split pursuant to the existing adjustment provisions of the ESPP. Unless the administrator determines otherwise prior to the start of the applicable offering period under the ESPP, each option granted under an offering period commencing on or after the date of the Class C Split will cover shares of Class C common stock.

Under the current ESPP, options may cover only shares of Class A common stock. Without the modifications being proposed, the adjustment provisions of the ESPP would, upon the Class C Split, create two distinct share reserve pools: one covering the same number of shares of Class A common stock as in the share reserve immediately before the Class C Split, which would be available solely for options covering Class A common stock, and another covering an equivalent number of shares of Class C common stock, which would be available solely for options covering Class C common stock. The proposed amendment and restatement of the ESPP would allow us the flexibility to combine these two share reserve pools, and determine whether and to what extent option grants from this single pool in a given offering period will cover shares of Class A common stock or shares of Class C common stock or a combination.

Purchase Limits Per Purchase Period

The amended and restated ESPP will adjust, for offering periods beginning on or after the Class C Split, the limit on the number of shares of our common stock that an eligible employee may purchase during a given purchase period to 3,000 shares. This limit will remain subject to future adjustment under the provisions of the ESPP. However, pursuant to the existing ESPP adjustment provisions, the limit that applies to any ongoing offering period under the ESPP at the time of the Class C Split will be adjusted to be 1,500 shares of Class A common stock and 1,500 of Class C common stock.

Without the changes proposed by this amendment and restatement, the 1,500 per purchase period per eligible employee share limit would become two separate limits for all future offering periods – one limit of 1,500 shares of Class A common stock and a second limit of 1,500 of Class C common stock – rather than the single 3,000 per purchase period per eligible employee share limit being proposed.

Summary of the Amended and Restated ESPP

Authorized Shares. We adopted the ESPP, which became effective in September 2019 and initially made 5,870,000 shares of our Class A common stock available for purchase under our ESPP. As of immediately following the Class C Split, subject to the following sentence, the total number of shares available for purchase under our ESPP will be adjusted to reflect the Class C Split by multiplying the available share reserve, including the shares that have been added to the share reserve prior to the Class C Split pursuant to the evergreen provisions of the ESPP, by two. In addition, a total of 19,966,100 shares became available for issuance under the ESPP during the period from the first day of the 2021 fiscal year through and including the first day of our 2026 fiscal year pursuant to the automatic share reserve increase provisions of the ESPP as they were in effect prior to this restatement, and such shares also will be adjusted in connection with the Class C Split. As of December 31, 2025, an aggregate of 20,074 shares of Class A common stock were reserved for issuance under the ESPP.

For each offering period under the amended and restated ESPP, the administrator may determine in its discretion whether Class A common stock, Class C common stock or both will be available for purchase. Any option that is outstanding under the ESPP immediately prior to the Class C Split will be adjusted as described in Proposal Four.

78

The number of shares available for purchase under our ESPP increases automatically on January 1 of each of the calendar years during the term of the ESPP by a number of shares of common stock equal to the least of (i) 11,740,000 shares, (ii) 1% of the total number of shares of all classes of our common stock outstanding on the last day of the immediately preceding December 31st, or (iii) a lesser number of shares of common stock determined by the administrator.

Plan Administration. Our Board of Directors, or a committee appointed by our Board of Directors, will administer our ESPP and have full but non-exclusive authority to interpret the terms of our ESPP and determine eligibility to participate, subject to the conditions of our ESPP, as described below. Our compensation committee currently administers our ESPP. The administrator will have full and exclusive discretionary authority to construe, interpret, and apply the terms of the ESPP; delegate ministerial duties to any of our employees; designate separate offerings under the ESPP; designate our subsidiaries and affiliates as participating in the 423 Component or Non-423 Component of our ESPP; determine eligibility; adjudicate all disputed claims filed under the ESPP; and establish procedures that it deems necessary or advisable for the administration of the ESPP, including, but not limited to, adopting such procedures, sub-plans, and appendices to the enrollment agreement as are necessary or appropriate to permit participation in the ESPP by employees who are foreign nationals or employed outside the United States. Unless otherwise determined, employees eligible to participate in each sub-plan will participate in a separate offering or in the Non-423 Component. The administrator’s findings, decisions, and determinations are final and binding on all participants to the full extent permitted by law.

Eligibility. Unless otherwise determined by the administrator with respect to a sub-plan or the Non-423 Component if required by applicable laws, all of our employees will be eligible to participate if they are employed by us, or any participating subsidiary, for at least 20 hours per week and five months in any calendar year. The administrator, in its discretion, prior to an enrollment date for all purchase rights granted on such enrollment date in an offering, may determine that an employee who (i) has not completed at least two years of service (or a lesser period of time determined by the administrator) since his or her last hire date, (ii) works not more than 20 hours per week (or a lesser period of time determined by the administrator), (iii) works not more than five months per calendar year (or a lesser period of time determined by the administrator), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, and (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to disclosure requirements under Section 16(a) of the Exchange Act, is or is not eligible to participate in such offering period. Any eligible employee immediately prior to the first offering period will be automatically enrolled in the first offering period, subject to the timely submission of a subscription agreement in a form approved by the administrator.

However, an employee may not be granted rights to purchase shares of our Class A common stock or our Class C common stock under our ESPP if such employee:

As of December 31, 2025, approximately 5,020 employees, including two of our executive officers but excluding the Co-Founders due to their levels of ownership of the total combined voting power of all classes of our capital stock, were eligible to participate in the ESPP.

Offering Periods; Purchase Periods. Our ESPP provides for consecutive offering periods. The ESPP currently has offering periods of approximately six (6) months in duration, containing one purchase period per offering period, commencing with the first trading day after one exercise date and ending with the next exercise date. The offering periods are scheduled to start on the first trading day on or after May 10th and November 10th of each

79

year. Unless the administrator provides otherwise, a purchase period will have the same duration and coincide with the length of the related offering period. The administrator has the power to change the duration and commencement date of offering periods under the ESPP, provided that no offering period may have a duration exceeding 27 months.

Contributions. Our ESPP permits participants to purchase shares of our Class A common stock or Class C common stock, as determined by the administrator, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 10% of their eligible compensation. A participant may purchase a maximum of 1,500 shares of the offered class of common stock during a purchase period. Once an employee becomes a participant in the ESPP, the employee continues to participate in each successive offering period until the employee withdraws from the ESPP or the employee’s employment with us or one of our designated subsidiaries terminates. Unless otherwise determined by the administrator, during a purchase period, a participant may not increase the rate of his or her contributions and may only decrease the rate of his or her contributions one (1) time, and such decrease must be to a contribution rate of zero percent (0%). The administrator may, in its sole discretion, amend the nature and/or number of contribution rate changes that may be made by participants during any offering period or purchase period and may establish other conditions or limitations as it deems appropriate for ESPP administration.

Exercise of Purchase Right. On the first trading day of each offering period, each participant is granted an option to purchase shares of our common stock. Amounts contributed and accumulated by the participant during any offering period will be used to purchase shares of our Class A common stock or Class C common stock, as determined by the administrator, at the end of each purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of the applicable class of common stock on the first trading day of each offering period or on the exercise date. The fair market value of the applicable class of common stock on any relevant date generally is the closing price per share of such class of common stock as reported on the New York Stock Exchange on that date. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of our common stock. Participation ends automatically upon termination of employment with us.

Non-Transferability. A participant may not transfer rights granted under our ESPP, other than by will, the laws of descent and distribution, or as otherwise provided under our ESPP. The subscription agreement under the ESPP generally requires participants to hold shares of our common stock issued under the ESPP until the day after the one-year anniversary of the date such shares were purchased by the participant. This one-year holding period will lapse upon a participant’s termination of employment for any reason.

Certain Adjustments. In the event of certain changes in our capitalization, including in the event that any dividend or other distribution (whether in the form of cash, shares of our Class A common stock or Class C common stock, other securities, or other property), recapitalization, stock split (including the Class C Split), reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of our Class A common stock or Class C common stock or other securities of the Company, or other change in our corporate structure affecting the applicable class of common stock occurs, then, to prevent dilution or enlargement of the benefits or potential benefits available under our ESPP, the administrator will adjust the number and class of shares of common stock that may be delivered under our ESPP and/or the number, class, and price of shares covered by each outstanding award, and the numerical share limits set forth in our ESPP.

Dissolution or Liquidation. In the event of a proposed liquidation or dissolution, the offering period then in progress will be shortened, and a new exercise date occurring before the date of the proposed dissolution or liquidation, unless otherwise provided by the administrator. The administrator will notify each participant that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date unless prior to such date the participant has withdrawn from the offering period.

80

Merger or Change in Control. Our ESPP provides that in the event of a merger or change in control, as defined under our ESPP, a successor corporation may assume or substitute each outstanding purchase right. If the successor corporation refuses to assume or substitute for the outstanding purchase right, the offering period then in progress will be shortened, and a new exercise date will be set that will be before the date of the proposed merger or change in control. The administrator will notify each participant that the exercise date has been changed and that the participant’s purchase right will be exercised automatically on the new exercise date unless prior to such date the participant has withdrawn from the offering period.

Amendment; Termination. The administrator will have the authority to amend, suspend, or terminate our ESPP, subject to certain exceptions described in our ESPP. Our ESPP automatically will terminate in 2039, unless we terminate it sooner. If the administrator amends our ESPP, it does not need to ask for stockholder approval of the amendment unless required by applicable law, regulation or NYSE listing rules.

Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the ESPP. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change. The summary is not complete and does not discuss the tax consequences upon a participant’s death, or the income tax laws of any municipality, state or foreign country in which the participant may reside. Tax consequences for any particular participant may vary based on individual circumstances.

U.S. Federal Income Tax Information for 423 Component Offerings

Rights to purchase shares granted under a 423 Component offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan that qualifies under the provisions of Sections 421 and 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the fair market value of the shares at the time of disposition over the purchase price, and (ii) an amount equal to 15% of the fair market value of the shares as of the first day of the applicable offering period will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.

We generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to any applicable limitations under the Code.

81

U.S. Federal Income Tax Information for Non-423 Component Offerings

If the option is granted under a Non-423 Component offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase, and generally will be subject to tax withholding. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

We generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income recognized by the participant as a result of such disposition, subject to any applicable limitations under the Code.

New Plan Benefits

Participation in the ESPP is voluntary and is dependent on each eligible employee’s election to participate. Accordingly, future purchases under the ESPP are not determinable. Non-employee directors are not eligible to participate in the ESPP. For illustrative purposes, the following table sets forth (i) the number of shares of our common stock that were purchased during the last fiscal year under the ESPP, (ii) the weighted average price per share paid for such shares, and (iii) the weighted fair market value at the date of purchase.

82

History of Purchases Under the ESPP

The following table summarizes the purchases made under the ESPP by our named executive officers, all current executive officers as a group and all current non-executive employees as a group, from the inception of the ESPP through April 30, 2026:

The official closing price per share of our Class A common stock as reported by NYSE on May 28, 2026 was $228.11.

Certain Interests of Executive Officers

Our executive officers, other than the Co-Founders while they retain levels of capital stock that make them ineligible for ESPP participation, have an interest in the approval of the ESPP because they are eligible to participate in the ESPP.

Vote Required

The amendment and restatement of our ESPP requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal and broker non-votes will have no impact on the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF OUR ESPP.

83

PROPOSAL SEVEN:

APPROVAL OF ONE OR MORE ADJOURNMENTS

OF THE ANNUAL MEETING

If the voting power of the shares of our common stock voted “FOR” any of the proposals is insufficient to approve the proposals at the time of the Annual Meeting, we may adjourn the Annual Meeting to a later date or dates in order to enable the Board of Directors to solicit additional proxies in respect of any of the proposals.

In this proposal regarding the adjournment of the Annual Meeting, we are asking you to approve one or more adjournments of the Annual Meeting, if necessary, for the purpose of soliciting additional proxies in favor of any of the proposals. If our stockholders approve one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of one or more proposals presented at the Annual Meeting, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the proposals, as applicable. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes against the proposals such that the proposals, as applicable, would be defeated, we could adjourn the Annual Meeting without a vote on the approval of the proposals, and seek to convince the holders of those shares to change their votes to votes in favor of the proposals. Additionally, we may seek to adjourn the Annual Meeting if a quorum is not present at the Annual Meeting. Our bylaws also permit the chairperson of the Annual Meeting to adjourn the Annual Meeting, whether or not a quorum is present.

Vote Required

The approval of one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy during the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote “AGAINST” this proposal and broker non-votes will have no effect on this proposal. Because this proposal is considered routine, we do not expect any broker non-votes on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING.

84

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of April 30, 2026. Each of our executive officers is appointed by, and serves at the discretion of, our Board of Directors.

For the biographies of Mr. Prince and Ms. Zatlyn, see the section titled “Board of Directors and Corporate Governance.”

Thomas Seifert. Mr. Seifert has served as our Chief Financial Officer since June 2017. Prior to joining us, he served as Executive Vice President and Chief Financial Officer of Symantec Corporation, a provider of cybersecurity software and services, from March 2014 to November 2016 and served in an advisory capacity to Symantec from December 2016 to March 2017. From December 2012 to March 2014, Mr. Seifert served as Executive Vice President and Chief Financial Officer of Brightstar Corp., a wireless distribution and services company. From October 2009 to September 2012, he served as Senior Vice President and Chief Financial Officer at Advanced Micro Devices Inc., a semiconductor company, where he additionally served as Interim Chief Executive Officer from January 2011 to August 2011. Mr. Seifert currently serves as a member of the board of directors of First Derivatives plc, an ultra-high-performance analytics software company, and as a member of the board of directors of Wolfspeed, Inc., a semiconductor company. He previously served on the board of directors of CompuGroup Medical SE, an eHealth provider, and IPG Photonics Corporation, a manufacturer of fiber lasers. Mr. Seifert holds a B.A. in Business Administration and an M.B.A. from Friedrich Alexander University, and an M.A. in Mathematics and Economics from Wayne State University.

Alissa Starzak. Ms. Starzak has served as our Chief Legal Officer since April 1, 2026. She joined Cloudflare in May 2017, previously serving as our Deputy Chief Legal Officer from January 2024 through March 2026 and our Global Head of Public Policy from May 2017 through March 2026. Prior to joining us, Ms. Starzak served as General Counsel of the Department of the Army from December 2015 to January 2017. From May 2011 to December 2015, Ms. Starzak served as the Deputy General Counsel (Legislation) at the U.S. Department of Defense. She served as a counsel to the Senate Select Committee on Intelligence from January 2007 to May 2011. Ms. Starzak also served as an Associate at the law firm of O’Melveny & Myers LLP and clerked for the Honorable E. Grady Jolly, U.S. Court of Appeals for the Fifth Circuit. Ms. Starzak holds a B.A. in Psychology from Amherst College and a J.D. from the University of Chicago Law School.

85

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

This Compensation Discussion and Analysis provides information regarding the 2025 compensation program for our principal executive officer, our principal financial officer, and each of our two other executive officers at fiscal year-end (our named executive officers). Our named executive officers for the fiscal year ended December 31, 2025 were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2025. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why our Board of Directors and the compensation committee arrived at the specific compensation decisions for our named executive officers in 2025 and discusses the key factors that were considered in making these decisions.

Executive Summary

Who We Are

We are a leading connectivity cloud company that delivers a broad range of services to businesses of all sizes and in all geographies, making them more secure, enhancing the performance of their business-critical applications, and eliminating the cost and complexity of managing individual network hardware. Our network serves as a scalable, easy-to-use, unified control plane to deliver security, performance, and reliability across on-premises, hybrid, cloud, and software-as-a-service (SaaS) applications. We serve comprehensive customer needs across security and connectivity, and increasingly, the distributed and programmable nature of our network is resulting in customers building their applications on top of our network, too — including both traditional applications and those that are enhanced with artificial intelligence.

86

2025 Business Highlights 

Our 2025 financial highlights included the following:

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP income from operations, non-GAAP loss from operations, non-GAAP net income, non-GAAP net loss, non-GAAP net income per share, non-GAAP net loss per share, and free cash flow. For a full reconciliation for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see Exhibit 99.1 to our Current Report on Form 8-K and our 2025 Annual Report filed with the SEC on February 10, 2026 and February 26, 2026, respectively.

2025 Executive Compensation Highlights

Our Board of Directors, upon the recommendations of the compensation committee, took the following actions with respect to the compensation of our named executive officers for 2025:

87

Pay-for-Performance

We believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our named executive officers with the goal of aligning their interests with those of our stockholders. The annual compensation of our named executive officers typically varies from year to year in a manner that is consistent with our “pay-for-performance” philosophy. Specifically, our executive compensation program emphasizes “variable” pay in the form of equity awards over “fixed” pay in the form of base salary.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices that were in effect in 2025:

88

Stockholder Advisory Vote on Named Executive Officer Compensation

At the 2025 Annual Meeting, we conducted a “Say-on-Pay” vote. Approximately 88.9% of the shares represented and entitled to vote on the matter (excluding broker non-votes) voted to approve, on an advisory basis, the compensation of our named executive officers. The compensation committee considers the result of the Say-on-Pay vote in determining, or recommending to our Board of Directors for approval, the compensation of our named executive officers. Based on the level of support for our executive compensation philosophy, program, and practices demonstrated by the result of last year’s Say-on-Pay vote, among other factors, our Board of Directors and the compensation committee determined to continue the implementation of our compensation philosophy, including our commitment to link pay to performance and to align the interests of our named executive officers with those of our stockholders.

We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. The compensation committee will consider the outcome of this year’s Say-on-Pay vote (see Proposal Three in this Proxy Statement), as well as feedback received throughout the year, when making compensation decisions for our named executive officers or making recommendations to our Board of Directors regarding named executive officer compensation.

In addition, consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected in the non-binding stockholder advisory vote on the frequency of future Say-on-Pay votes held at our 2021 annual meeting of stockholders, we intend to hold future Say-on-Pay votes on an annual basis. Accordingly, following the Annual Meeting, our next Say-on-Pay vote will be conducted at our 2027 annual meeting of stockholders.

Executive Compensation Philosophy and Objectives

Our executive compensation program is designed to:

89

Generally, we structure the annual compensation of our named executive officers using two principal elements: (1) base salary and (2) long-term incentive compensation opportunities in the form of equity awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our named executive officers and stockholders and to link pay to performance.

We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.

Compensation-Setting Process

Role of Compensation Committee and Board of Directors

The compensation committee discharges the responsibilities of our Board of Directors relating to the compensation of our named executive officers as set forth in its charter and reports to our Board of Directors on its discussions, decisions, recommendations, and other actions. Generally, the compensation committee makes recommendations to our Board of Directors regarding the compensation for each named executive officer, including our Co-Founders. Our Board of Directors generally makes all final decisions regarding the compensation of our Co-Founders and other named executive officers.

The compensation committee has overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices applicable to our Co-Founders and other named executive officers. In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices, and considers the performance of our named executive officers, including through formal performance reviews of each of our Co-Founders, when formulating recommendations or making decisions with respect to their compensation.

The compensation committee retains a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program.

Setting Target Total Direct Compensation

The compensation committee reviews the annual base salary levels and long-term incentive compensation opportunities of our named executive officers at the beginning of each year, or more frequently as warranted. 

The compensation committee does not establish a specific target for formulating its recommendations about the target total direct compensation opportunities of our named executive officers. Instead, the members of the compensation committee rely primarily on their general experience, business judgment and subjective considerations of various factors, our executive compensation program objectives, past and expected future company and individual performance, the executive officer’s role and responsibilities within the organization and expected contributions to the Company, internal equity among the members of the executive team, compensation practices of our compensation peer group and/or selected broad-based compensation surveys, and the recommendations of our CEO and/or our President (other than with respect to their own compensation).

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each named executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations or decisions.

90

The compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our named executive officers. Instead, in making its determinations, the compensation committee reviews information summarizing the compensation paid at a representative group of peer companies and more broad-based compensation surveys to gain a general understanding of competitive market compensation levels.

Role of Management

In discharging its responsibilities, the compensation committee works with members of our management, including our Co-Founders (although our Co-Founders are not present for deliberations and determinations involving their own compensation). Our management assists the compensation committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The compensation committee solicits and reviews proposals from our Co-Founders with respect to program structures, as well as their recommendations for adjustments to annual base salaries, long-term incentive compensation opportunities, and other compensation-related matters for our named executive officers (except with respect to their own compensation) based on our Co-Founders’ evaluation of our other named executive officers’ performance for the prior year.

Our Co-Founders make their recommendations regarding annual base salaries and long-term incentive compensation opportunities for our other named executive officers based on such factors as our Co-Founders deem relevant, such as our overall performance and expected trajectory, the contributions toward these results, and anticipated future contributions, the named executive officer’s role and performance of his or her duties and his or her achievement of individual goals, retention considerations, and internal equity considerations.

The compensation committee reviews and discusses our Co-Founders’ proposals and recommendations with them when appropriate and considers their proposals and recommendations as one factor in formulating its recommendations for the compensation of our named executive officers, including our Co-Founders. Our Co-Founders also attend meetings of our Board of Directors and the compensation committee at which executive compensation matters are addressed, except with respect to discussions involving their own compensation.

Role of Compensation Consultant

The compensation committee engages an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program on an ongoing basis. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually.

In 2025, the compensation committee continued to engage Compensia, a national compensation consulting firm, to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our named executive officers and the data analysis and selection of our compensation peer group.

During 2025, Compensia attended the meetings of the compensation committee (both with and without management present) as requested and provided various services, including the following:

91

Compensia also coordinated with our management for data collection and job matching for our executive officers. In 2025, Compensia did not provide any other services to us.

The compensation committee has evaluated its relationship with Compensia and determined that such firm is independent and further determined that no conflict of interest has arisen as a result of the work performed by Compensia.

Competitive Positioning

For purposes of assessing our executive compensation against the competitive market for executive talent, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of publicly-traded technology companies against which we compete for executive talent and that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the compensation committee considers, however, in formulating its recommendations for our Board of Directors with respect to the compensation of our named executive officers. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

In July 2024, the compensation committee, with the assistance of Compensia, reviewed and updated our compensation peer group for use in making decisions and recommendations related to the compensation of our named executive officers for the second half of 2024 and 2025. These updates reflected recent acquisitions and changes in our revenue and market capitalization, and recognized our evolving business focus. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the following criteria:

92

Based on a review of the analysis prepared by Compensia, in July 2024 the compensation committee approved an updated compensation peer group consisting of the following companies:

The compensation committee made changes to our peer group in July 2024, including removing Five9 and Smartsheet because they no longer fit within the desired comparative criteria. No companies were added to the peer group. This peer group was used as a competitive market reference by the compensation committee for its 2025 executive compensation actions and decisions.

In July 2025, the compensation committee, with the assistance of Compensia, reviewed and updated our compensation peer group for use in making decisions and recommendations related to the compensation of our named executive officers for the second half of 2025 and 2026. In evaluating the companies comprising the compensation peer group at that time, Compensia considered the same criteria as assessed in July 2024 except that the assessment of companies with similar revenue and market capitalization to ours was updated to reflect our then-current trailing four quarters revenue of approximately $1.9 billion and our market capitalization of approximately $73.2 billion. As a result of this reassessment, the compensation committee made changes to our peer group in July 2025, including removing BILL Holdings and UiPath and adding Atlassian and Fortinet, with the resulting peer group consisting of the following companies:

The compensation committee used data drawn from the companies in our compensation peer group, as well as Radford survey data drawn from a custom cut of our peer companies that were also participants in the Radford

93

survey, to evaluate the competitive market for executive talent when determining the target total direct compensation packages for our named executive officers, including base salary and long-term incentive compensation opportunities.

Compensation Elements

In 2025, the principal elements of our executive compensation program were base salary and long-term incentive compensation in the form of equity awards.

Base Salary

Base salary represents the fixed portion of the compensation of our named executive officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each executive officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.

Historically, we have established the initial base salaries of our named executive officers through arm’s-length negotiation at the time we hire the individual, taking into account his or her position, qualifications, experience, prior salary level, and the base salaries of our other executive officers. Thereafter, the compensation committee reviews the base salaries of our named executive officers as part of its annual compensation review, with input from our Co-Founders (except with respect to their own base salaries), and recommends adjustments to our Board of Directors as it determines to be reasonable and necessary to reflect the scope of an executive officer’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions.

In January 2025, the compensation committee and our Board of Directors, including the Co-Founders (except with respect to their own base salaries), reviewed the base salaries of our named executive officers after considering the factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Based on this review, the annual base salaries of Messrs. Seifert and Kramer were maintained at their 2024 levels. In February 2025, after a holistic review of our Co-Founders’ compensation and a review of an analysis of relevant market data prepared and presented by Compensia, the compensation committee recommended and the independent members of our Board of Directors approved increases to the annual base salaries of each of the Co-Founders to $550,000.This increase, as outlined below, was the first increase in the Co-Founders’ base salaries since our initial public offering in 2019 and was intended to address increasing competitive market pressures and to recognize their standing as industry sector leaders.

The base salaries paid to our named executive officers during 2025 are set forth in the “2025 Summary Compensation Table” below.

Cash Bonuses

In 2025, as in past years, we did not maintain an annual cash bonus or other short-term incentive compensation plan for our named executive officers. Instead, our Board of Directors relied primarily on the long-term incentive compensation opportunities granted to our executive officers in the form of both previously granted and newly

94

granted options to purchase shares of our common stock and/or RSU awards that may vest and be settled for shares of our common stock to incentivize them to increase the value of our common stock and create sustainable long-term value for our stockholders.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as a critical component of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our named executive officers to create sustainable long-term value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market.

We primarily rely on RSU awards as the vehicle for our long-term equity incentive compensation program. Because they deliver value even in the absence of stock price appreciation, RSUs allow us to effectively incentivize and retain our named executive officers while utilizing significantly fewer shares of our common stock than would be necessary with stock options. As the value of an RSU increases alongside our share price, these awards provide a strong incentive that aligns the long-term interests of our named executive officers with those of our stockholders. Unlike stock options, however, RSU awards carry real economic value upon vesting regardless of whether the market price of our Class A common stock declines or remains flat, thereby delivering a more predictable value to our named executive officers. In addition, RSU awards inherently serve our retention objectives, as our named executive officers must remain continuously employed by us through the applicable vesting dates to fully earn these awards.

Long-term incentive compensation opportunities in the form of RSUs and other equity awards generally are granted to our named executive officers by our Board of Directors based on the recommendations of the compensation committee. While we have historically used both stock options and RSU awards to retain, motivate, and reward our named executive officers for long-term increases in the value of our common stock, we have significantly reduced our reliance on stock options in favor of RSUs. Reflecting this shift in our compensation strategy, we have only granted performance-based stock options to our named executive officers since our initial public offering. In the limited instances where stock options are granted, they provide an economic benefit only in the event that our stock price increases over the exercise price of the option (which is equal to the fair market value of our common stock as of the date of grant). We believe this ensures that any stock options granted effectively align the interests of our named executive officers with those of our stockholders by providing a significant incentive to manage our business from the perspective of an owner with an equity stake. In addition, because they are subject to a multi-year vesting requirement, stock options serve our retention objectives since our named executive officers must remain continuously employed by us through the applicable vesting dates to have an opportunity to exercise them.

2025 Equity Awards for our Co-Founders

Our Co-Founders did not receive any equity awards in 2024 as the exploration of the appropriate total direct compensation structure for each of them was not yet complete. This exploration continued into early 2025. The compensation committee worked with Compensia to determine the appropriate structure and size of the potential equity awards, taking into account that the Co-Founders had last received an annual equity award in April 2023, as well as Ms. Zatlyn’s assumption of the title and responsibilities of Co-Chair of our Board of Directors. After significant consideration, including a review of a competitive market analysis of equity awards for other senior leaders in the industry, the compensation committee recommended to our Board of Directors that our Co-Founders be granted a combination of RSU and PSU awards and, in February 2025, our Board of Directors granted the recommended awards to our Co-Founders.

The RSU awards granted to our Co-Founders covered 259,672 shares of our Class A common stock to each of our Co-Founders. Each RSU award vests over five years in quarterly installments, with the first vesting date on May 15, 2025, subject to the applicable Co-Founder’s continued service to us through the applicable vesting

95

dates. Each RSU award is subject to the “double trigger” acceleration of vesting provisions applicable to the Co-Founders pursuant to the terms of their participation in our Severance Policy.

In addition, the PSU awards granted to each Co-Founder cover 175,111 shares of our Class A common stock. Each PSU award is comprised of six separate tranches that become eligible to be earned and vest only if we achieve certain stock price goals (the “Stock Price Goals”) at any time within seven years of the February 5, 2025 grant date, with the performance period shortened to end upon a change in control of the Company. If none of the Stock Price Goals are achieved, no shares subject to the PSU awards will be earned or vest. To satisfy a Stock Price Goal, the volume weighted average closing market price of our Class A common stock over a rolling 90 calendar day period (following the grant date) must equal or exceed the Stock Price Goal, except that in the event of a change in control of the Company, achievement of a Stock Price Goal instead will be measured against the change in control price per share of Class A common stock. Upon satisfaction of a Stock Price Goal, the shares subject to the applicable tranche become earned and exercisable and 1/6 of the shares in that tranche vest on each of the next six quarterly vesting dates (our quarterly vesting dates are the fifteenth of February, May, August, and November) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche, subject to the applicable Co-Founder remaining in service to us through the applicable vesting date. In the event of a change in control of the Company, these time-based vesting requirements are waived. The Stock Price Goals and the percentage of total shares subject to the PSU awards included in each tranche are as follows:

2025 Equity Awards for Messrs. Seifert and Kramer

In February 2025, the compensation committee recommended to our Board of Directors that RSU awards be granted to Messrs. Seifert and Kramer after considering the factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above, as well as the outstanding unearned and unvested equity holdings of each of Messrs. Seifert and Kramer, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the median proportions of the companies in our compensation peer group, and the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group.

96

The RSU awards granted to Messrs. Seifert and Kramer had target values of $8 million and $4 million, respectively, with the number of units to be determined based on the average closing market price of our Class A common stock for the trailing 30-trading day period ending on January 28, 2025. On February 5, 2025, our Board of Directors approved the grant of RSU awards to Messrs. Seifert and Kramer as follows: