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

Rhea-AI Filing Summary

Carl Ledbetter, a director of Cloudflare, Inc. (NET), reported multiple open-market sales of Class A common stock executed under a Rule 10b5-1 trading plan adopted February 14, 2025. The filing lists three reported sales on 08/25/2025: 3,060 shares at a weighted average price of $194.8508, 9,660 shares at $195.8238, and 2,280 shares at $196.5062. The Form states the shares sold were held of record by the Carl S. Ledbetter Trust (Ledbetter serves as trustee). Post-transaction beneficial ownership amounts are shown as 1,040,013; 1,030,353; and 1,028,073 Class A shares following the respective reported sales. The Form 4 was signed by a power of attorney on 08/26/2025.

Positive

• Sales executed under a Rule 10b5-1 trading plan, providing an affirmative defense and preplanned framework for the transactions
• Disclosure includes weighted-average prices and price ranges and offers to provide per-price quantities on request, enhancing transparency
• Shares held of record by a trust (Carl S. Ledbetter Trust), with the reporting person serving as trustee, clarifying indirect ownership

Negative

• Material disposition of Class A shares reported—the Form records sales totaling at least 15,000 shares across specified lines and a separate line showing 19,599 shares disposed
• Post-transaction beneficial ownership decreased as shown by reported holdings of 1,040,013; 1,030,353; and 1,028,073 Class A shares following the respective sales

Insights

Securities Analyst

TL;DR: Director Ledbetter executed planned, disclosed sales under a 10b5-1 plan, reducing his recorded beneficial Class A holdings in staged transactions.

The transactions were explicitly executed pursuant to a Rule 10b5-1 trading plan adopted on February 14, 2025, which provides an affirmative defense against insider trading claims if properly implemented. The filing lists three weighted-average sale prices for 08/25/2025, indicating multiple trades that day rather than a single block sale. Reported post-sale beneficial ownership figures decrease across the reported lines, consistent with the disposals. From an investor-disclosure perspective, the filing is routine and compliant: prices, ranges, and the trustee record are disclosed, and the filer offers to provide detailed per-price quantities on request.

Corporate Governance Expert

TL;DR: Sales were preplanned and disclosed; governance controls appear followed, with trustee-held shares and power-of-attorney signature.

The Form 4 notes the shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as trustee, clarifying the indirect nature of beneficial ownership. The signature block shows the filing was executed by a power of attorney on 08/26/2025, which is appropriate for insider filings when delegated. The explicit citation of the 10b5-1 plan adoption date and price ranges for multiple transactions strengthens transparency. No additional governance irregularities are stated in the filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Ledbetter Carl

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S(1)		3,060	D	$194.8508(2)	1,040,013	I	See footnote(3)
Class A Common Stock	08/25/2025		S(1)		9,660	D	$195.8238(4)	1,030,353	I	See footnote(3)
Class A Common Stock	08/25/2025		S(1)		2,280	D	$196.5062(5)	1,028,073	I	See footnote(3)
Class A Common Stock								19,599	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.41 to $195.33, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) through (5) to this Form 4.

3. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.43 to $196.32, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.49 to $196.62, inclusive.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	08/26/2025
	** 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) director Carl Ledbetter report on Form 4?

He reported multiple sales of Class A common stock effected on 08/25/2025 under a Rule 10b5-1 trading plan.

How many shares and at what prices were sold according to the Form 4?

Three specified sales are disclosed: 3,060 shares at a weighted average $194.8508, 9,660 shares at $195.8238, and 2,280 shares at $196.5062; the filing also lists a 19,599-share disposal line.

Was the sale part of a 10b5-1 plan?

Yes; the Form states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted February 14, 2025.

Who holds the shares of record?

The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as trustee.

When was the Form 4 signed and by whom?

The filing was signed by Lindsey Cochran by power of attorney on 08/26/2025 as indicated in the signature block.