NET insider Douglas Kramer trims stake, retains 160k shares

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) – Form 4 insider transaction

Chief Legal Officer Douglas J. Kramer disclosed the sale of 9,000 Class A common shares on 1 July 2025 under a previously adopted Rule 10b5-1 trading plan dated 25 Nov 2024. The shares were sold in three open-market blocks:

• 2,984 shares at a weighted average price of $195.3284
• 5,466 shares at a weighted average price of $196.3998
• 550 shares at a weighted average price of $197.1521

Following the transactions, Kramer’s direct beneficial ownership declined from 169,361 shares (pre-sale) to 160,377 shares, a reduction of roughly 5.3%. No derivative transactions were reported.

The filing states that detailed price and volume information for each individual trade within the reported averages is available upon request. No purchases, option exercises, or new awards were recorded, and no other insiders were included in this filing.

Positive

• None.

Negative

• Chief Legal Officer sold 9,000 shares (≈5% of personal stake), which some investors may interpret as a modestly bearish signal despite 10b5-1 planning.

Insights

Sell-side Equity Analyst

TL;DR: Insider sold 9k shares (≈5% of holding) via 10b5-1; signal is modestly negative but not thesis-altering.

The Form 4 shows a routine, pre-scheduled disposition totalling 9,000 shares for proceeds of roughly US$1.77 million. While any insider sale can raise sentiment concerns, the chief legal officer retains more than 160k shares, preserving meaningful alignment. No options were exercised and the planned nature under Rule 10b5-1 reduces informational asymmetry risk. From a valuation perspective, the sale is immaterial relative to Cloudflare’s ~330 million share float and does not alter operating fundamentals or guidance. Impact on the stock should therefore be limited.

Corporate Governance Expert

TL;DR: Pre-planned trade complies with Rule 10b5-1; governance posture remains sound.

Kramer adopted his trading plan months in advance, satisfying updated Rule 10b5-1 affirmative-defense conditions. The disclosure includes weighted-average pricing and offers to furnish granular data, indicating transparency. No red flags—such as multiple executives selling simultaneously—are present. Consequently, governance risk from this activity appears low, and the event should be viewed as standard liquidity management rather than an adverse signal.

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)
07/01/2025

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	07/01/2025		S(1)		2,984	D	$195.3284(2)	166,393	D
Class A Common Stock	07/01/2025		S(1)		5,466	D	$196.3998(3)	160,927	D
Class A Common Stock	07/01/2025		S(1)		550	D	$197.1521(4)	160,377	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 $195.095 to $195.96, 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 (4) 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 $196.11 to $197.00, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.125 to $197.25, inclusive.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	07/02/2025
	** 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

How many Cloudflare (NET) shares did Douglas Kramer sell?

He disposed of 9,000 Class A shares on 1 July 2025.

What was the average sale price of the NET shares?

Weighted average prices ranged from $195.10 to $197.25, with a blended average near $196.40.

How many Cloudflare shares does Kramer still own after the sale?

He continues to directly own 160,377 Class A shares.

Was the transaction part of a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 25 November 2024, indicating the sale was pre-scheduled.

Did the filing report any option exercises or derivative transactions?

No derivative securities were acquired or disposed of; only open-market share sales were reported.