NET Insider Filing: CFO Withholding 3,874 RSU Shares to Cover Taxes

Rhea-AI Filing Summary

Riley Janel, Chief Accounting Officer of Cloudflare, Inc. (NET), reported a routine withholding of 3,874 Class A shares on 08/15/2025 to satisfy tax liabilities tied to the vesting of restricted stock units (RSUs). The shares were withheld at an indicated price of $195.38 per share. After the withholding, the reporting person beneficially owns 63,489 Class A shares directly. The Form 4 was signed by power of attorney on 08/19/2025. The filing contains an explicit explanation that the withholding was to satisfy tax obligations arising from RSU vesting.

Insights

Financial Analyst

TL;DR: Routine RSU withholding; small disposition for taxes leaves an unchanged executive stake, signaling compensation-related activity rather than active selling.

The transaction is a standard tax-withholding event tied to RSU vesting, not an open-market sale. 3,874 shares were withheld at $195.38 per share to cover tax liabilities, leaving 63,489 shares beneficially owned. For investors, this is immaterial to Cloudflare's operating performance and reflects executive compensation mechanics rather than a change in ownership intent. No derivative transactions or further dispositions are reported.

Corporate Governance Expert

TL;DR: Governance-wise this is routine: withheld shares for tax on RSU vesting, disclosed properly via Form 4 with POA signature.

The Form 4 appropriately discloses the withholding as the reason for the change in beneficial ownership and identifies the reporting person as an officer (Chief Accounting Officer). The use of a power of attorney for signature is common. There are no indications of unusual trading, additional transfers, or derivative activity in this filing, suggesting standard compliance with Section 16 reporting obligations.

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^*

Riley Janel

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

101 TOWNSEND STREET

(Street)

SAN FRANCISCO CA 94107

(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 Accounting 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)		3,874	D	$195.38	63,489	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 transaction did Riley Janel report on Form 4 for NET?

Answer: A withholding of 3,874 Class A shares on 08/15/2025 to satisfy tax liabilities related to RSU vesting.

At what price were the withheld NET shares reported?

Answer: The filing lists a price of $195.38 per share for the withheld shares.

How many NET shares does the reporting person beneficially own after the transaction?

Answer: The reporting person beneficially owns 63,489 Class A shares following the withholding.

Why were the shares withheld according to the Form 4?

Answer: The filing states the shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.

Who signed the Form 4 for Riley Janel and when?

Answer: The Form 4 was signed by Lindsey Cochran by power of attorney on 08/19/2025.