Cloudflare CLOUDFLARE (NET) Chief Legal Officer sells 3,000 shares in planned trades

Rhea-AI Filing Summary

Douglas James Kramer, Chief Legal Officer of Cloudflare, Inc. (NET), reported the sale of 3,000 shares of Class A common stock on 09/02/2025 under a pre-existing Rule 10b5-1 trading plan adopted on 11/25/2024. The transactions reduced his beneficial ownership from 143,985 shares to 141,185. The sales were executed in multiple trades at weighted-average prices of approximately $199.9325, $201.4842, $202.4439, and $203.3391, with reported per-trade price ranges disclosed in the filing. The Form 4 was filed and signed by power of attorney on 09/04/2025.

Positive

• Sale executed under a pre-established Rule 10b5-1 trading plan, indicating the transactions were preauthorized and non-discretionary
• Filing discloses weighted-average prices and execution ranges, providing enhanced transparency about the trades

Negative

• Beneficial ownership decreased by 3,000 shares, from 143,985 to 141,185 following the reported sales

Insights

Securities Analyst

TL;DR: Routine insider divestiture under a Rule 10b5-1 plan; limited immediate market implication.

The filing documents the officer-level sale of 3,000 Class A shares via a pre-established 10b5-1 plan, which typically signals scheduled, non-discretionary transactions rather than opportunistic selling. The reduction in beneficial ownership to 141,185 shares is modest in absolute terms and the filing discloses weighted-average prices and execution ranges for transparency. For most investors this constitutes a neutral governance disclosure, though continued monitoring of future filings may be warranted.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure; the 10b5-1 plan and detailed price ranges improve transparency.

The report clearly states the 10b5-1 plan adoption date and provides weighted-average prices plus execution ranges, enhancing disclosure quality. The transaction was signed by power of attorney, which is standard for Form 4 filings. There is no indication of extraordinary or unscheduled selling activity in this filing; it aligns with accepted insider trading protocols when preauthorized plans are used.

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^*

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)
09/02/2025

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	09/02/2025		S(1)		200	D	$199.9325(2)	143,985	D
Class A Common Stock	09/02/2025		S(1)		1,200	D	$201.4842(3)	142,785	D
Class A Common Stock	09/02/2025		S(1)		900	D	$202.4439(4)	141,885	D
Class A Common Stock	09/02/2025		S(1)		700	D	$203.3391(5)	141,185	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.695 to $200.17, 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) through (5) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.00 to $201.875, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.00 to $202.79, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.05 to $203.65, inclusive.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	09/04/2025
	** 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 J. Kramer disclose on Form 4?

The Form 4 reports that Douglas J. Kramer sold 3,000 Class A shares on 09/02/2025 under a Rule 10b5-1 plan, reducing his holdings to 141,185 shares.

Were the sales by the NET insider discretionary or part of a plan?

The sales were executed pursuant to a pre-existing Rule 10b5-1 trading plan adopted on 11/25/2024, indicating they were preauthorized.

What prices did the NET insider receive for the shares sold?

The filing lists weighted-average prices of approximately $199.9325, $201.4842, $202.4439, and $203.3391, with per-trade ranges disclosed in the footnotes.

When was the Form 4 for NET filed and who signed it?

The Form 4 was filed and signed by power of attorney (Lindsey Cochran) on 09/04/2025.

How much did the insider's ownership change after the reported transactions?

Reported beneficial ownership decreased by 3,000 shares, from 143,985 to 141,185.