NET insider 10b5-1 sales: 10,917 shares sold; 2,530 exercised at $44.72

Rhea-AI Filing Summary

John Graham-Cumming, a director of Cloudflare, Inc. (NET), reported transactions on 09/02/2025. He exercised a stock option to buy 2,530 shares at an exercise price of $44.72 and immediately acquired those Class A shares. On the same date he sold multiple lots totaling 10,917 Class A shares at weighted-average prices disclosed in the footnotes, with sale prices reported across ranges from $199.86 up to $208.68. After these transactions the reporting person beneficially owned 495,191 Class A shares and held options covering 27,720 shares. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 28, 2025.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan (adopted May 28, 2025), which supports procedural compliance
• Shares from exercised option were fully vested and immediately exercisable, increasing share ownership by 2,530 shares before sales
• Reporting person retains substantial ownership after transactions: 495,191 Class A shares and options on 27,720 shares

Negative

• Significant disposals on 09/02/2025 totaling 10,917 Class A shares, which reduced the reporting person’s position
• Sales executed at high market prices (weighted-average prices and ranges up to $208.68), representing material proceeds from insider sales

Insights

Securities Analyst

TL;DR: Director exercised options and executed systematic sales under a 10b5-1 plan, leaving substantial remaining holdings.

The filing shows an exercise of a vested option for 2,530 shares at $44.72 and multiple disposals totaling 10,917 Class A shares executed on 09/02/2025. Sales were made under a documented Rule 10b5-1 trading plan adopted May 28, 2025, with weighted-average prices disclosed and price ranges provided for each lot. The reporting person still holds 495,191 Class A shares and options on 27,720 shares after these transactions, indicating ongoing significant ownership despite the disposals.

Corporate Governance Expert

TL;DR: Transactions appear compliant and structured; materiality is limited given continued large ownership.

The report documents a compliant insider trading framework via a 10b5-1 plan and includes full disclosure of weighted-average prices and price ranges for multiple sale lots. The option exercised was fully vested and immediately exercisable. Although the director sold 10,917 shares the post-transaction beneficial ownership remains 495,191 Class A shares plus options on 27,720 shares, maintaining meaningful alignment with shareholders.

Insider Trade Summary

Net Seller: 10,215 shares ($2,107,518)

Net Sell 11 txns

Insider Graham-Cumming John

Role Director

Sold 10,215 shs ($2.11M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,530	$0.00	--
Exercise	Class A Common Stock	2,530	$44.72	$113K
Sale	Class A Common Stock	40	$200.195	$8K
Sale	Class A Common Stock	244	$201.6824	$49K
Sale	Class A Common Stock	329	$202.6405	$67K
Sale	Class A Common Stock	406	$204.0221	$83K
Sale	Class A Common Stock	1,331	$205.0462	$273K
Sale	Class A Common Stock	2,475	$205.9296	$510K
Sale	Class A Common Stock	2,456	$206.8978	$508K
Sale	Class A Common Stock	2,702	$207.879	$562K
Sale	Class A Common Stock	232	$208.5179	$48K

Holdings After Transaction: Stock Option (right to buy) — 27,720 shares (Direct); Class A Common Stock — 505,406 shares (Direct)

Footnotes (1)

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.86 to $200.53, 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 (10) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.16 to $202.06, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.325 to $203.185, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.425 to $204.405, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.45 to $205.39, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.45 to $206.43, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.45 to $207.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.45 to $208.41, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.47 to $208.68, inclusive. Shares subject to the option are fully vested and immediately exercisable.

Form 4 Insider Transactions: What Each Field Means →

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^*

Graham-Cumming John

(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)
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		M		2,530	A	$44.72	505,406	D
Class A Common Stock	09/02/2025		S(1)		40	D	$200.195(2)	505,366	D
Class A Common Stock	09/02/2025		S(1)		244	D	$201.6824(3)	505,122	D
Class A Common Stock	09/02/2025		S(1)		329	D	$202.6405(4)	504,793	D
Class A Common Stock	09/02/2025		S(1)		406	D	$204.0221(5)	504,387	D
Class A Common Stock	09/02/2025		S(1)		1,331	D	$205.0462(6)	503,056	D
Class A Common Stock	09/02/2025		S(1)		2,475	D	$205.9296(7)	500,581	D
Class A Common Stock	09/02/2025		S(1)		2,456	D	$206.8978(8)	498,125	D
Class A Common Stock	09/02/2025		S(1)		2,702	D	$207.879(9)	495,423	D
Class A Common Stock	09/02/2025		S(1)		232	D	$208.5179(10)	495,191	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
Stock Option (right to buy)	$44.72	09/02/2025		M			2,530	(11)	02/13/2032	Class A Common Stock	2,530	$0	27,720	D

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 May 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.86 to $200.53, 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 (10) 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 $201.16 to $202.06, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.325 to $203.185, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.425 to $204.405, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.45 to $205.39, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.45 to $206.43, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.45 to $207.42, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.45 to $208.41, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.47 to $208.68, inclusive.

11. Shares subject to the option are fully vested and immediately exercisable.

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 transactions did Cloudflare director John Graham-Cumming report on Form 4 (NET)?

On 09/02/2025 he exercised an option for 2,530 shares at $44.72 and sold 10,917 Class A shares in multiple lots under a 10b5-1 plan.

How many Cloudflare shares does the reporting person own after these transactions?

Following the reported transactions he beneficially owned 495,191 Class A shares and held options covering 27,720 shares.

Were the sales pre-planned or discretionary?

The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 28, 2025.

What price ranges were the sold shares executed at?

The filing provides weighted-average prices and ranges for each lot, with execution price ranges spanning approximately $199.86 to $208.68.

Are the exercised options vested?

Yes, the filing states the shares subject to the option are fully vested and immediately exercisable.