[Form 4] Cloudflare, Inc. Class A common stock, par value $0.001 per share Insider Trading Activity

Rhea-AI Filing Summary

Douglas James Kramer, Chief Legal Officer of Cloudflare, Inc. (NET), reported a sale of 13,192 shares of Class A common stock on 08/15/2025 at a reported price of $195.38 per share. The Form 4 shows 13,192 shares were disposed of to satisfy the reporting person's tax liability related to the vesting of restricted stock units (RSUs). After the transaction, the reporting person beneficially owned 144,185 shares of Class A common stock. The filing was submitted on behalf of the reporting person by Lindsey Cochran under power of attorney and signed on 08/19/2025. The Form contains no derivative transactions or additional compensatory arrangements.

Positive

• Transaction disclosed as tax-withholding for vested RSUs, indicating an administrative settlement rather than opportunistic open-market selling
• Clear post-transaction beneficial ownership reported: 144,185 Class A shares remain beneficially owned

Negative

• Disposition of 13,192 shares reduces the reporting person's stake
• No additional context provided about the RSU grant date or vesting schedule in this Form 4

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding sale of vested RSUs; transaction is informative but not materially market-moving.

The filing documents a common administrative transaction: shares withheld to cover tax on vested RSUs rather than a cash sale into the market. The size of the disposition (13,192 shares) and remaining beneficial ownership (144,185) are clearly disclosed, allowing investors to track insider stake changes. There are no option exercises, grants, or derivative positions reported, and no indication of opportunistic open-market selling. Impact on share supply is negligible relative to typical public float sizes for similar issuers.

Corporate Governance Expert

TL;DR: Administrative RSU withholding disclosed properly; governance disclosure standards met with power-of-attorney signature.

The Form 4 complies with Section 16 disclosure norms: it identifies the reporting person, relationship to issuer (Chief Legal Officer), the transaction date, rationale in the explanation section, and a delegated signature by power of attorney. The explanation that shares were withheld for tax liability is explicit and satisfies common practice for executive equity compensation settlements. No unusual timing, fragmentation of transactions, or related-party arrangements are disclosed in the provided content.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kramer Douglas James

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

900 19TH STREET NW, SUITE 375

(Street)

WASHINGTON DC 20006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		F(1)		13,192	D	$195.38	144,185	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Cloudflare (NET) insider Douglas Kramer sell on 08/15/2025?

The Form 4 reports the disposal of 13,192 shares of Class A common stock at $195.38 per share on 08/15/2025.

Why were the 13,192 shares disposed of according to the Form 4?

The explanation states the shares were withheld to satisfy the reporting person's tax liability related to the vesting of restricted stock units (RSUs).

How many Class A shares does Douglas Kramer beneficially own after the transaction?

The Form 4 reports 144,185 shares of Class A common stock beneficially owned following the reported transaction.

Who signed the Form 4 for Douglas Kramer and when?

The filing was signed by /s/ Lindsey Cochran, by power of attorney on 08/19/2025.

Were any derivative securities reported on this Form 4 for NET?

No derivative securities or option transactions are reported in the provided Form 4 content.