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

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) Chief Legal Officer Douglas J. Kramer disclosed the sale of 3,000 Class A shares on 01-Aug-2025 under a pre-arranged Rule 10b5-1 trading plan adopted 25-Nov-2024. The transactions were executed in three tranches at weighted-average prices of $197.41, $198.41 and $199.26, respectively.

Following the sales, Kramer’s direct beneficial ownership declined from 160,377 to 157,377 shares, a reduction of roughly 1.9 % of his position. No derivative securities were reported. The filing is administrative in nature and does not contain earnings or guidance information.

• Form type: Form 4 – insider sale
• Reporting person’s role: Chief Legal Officer
• Ownership remains sizeable, indicating continued alignment
• Transactions effected entirely through 10b5-1 plan, limiting discretionary timing concerns

Positive

• Transaction executed under a pre-established Rule 10b5-1 plan, reducing concerns about opportunistic timing.
• Executive retains 157,377 shares, indicating continued skin in the game.

Negative

• Insider selling at ~$198 could be viewed as a soft negative sentiment signal, although size is modest.

Insights

Securities Analyst

TL;DR: Small, planned insider sale; neutral signal.

Kramer sold 3,000 NET shares (~1.9 % of his holdings) at ~$198 via a 10b5-1 plan. The modest size and pre-arranged nature mute any negative interpretation. Insider retains >157k shares, maintaining significant exposure. Market impact expected to be minimal.

Corporate Governance Expert

TL;DR: Governance-compliant trade, no red flags.

The sale follows SEC Rule 10b5-1 best practices, with full price-range disclosure and weighted-average pricing. Absence of derivative activity and retention of a large equity stake support alignment with shareholders. From a governance standpoint, the filing is routine.

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)
08/01/2025

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	08/01/2025		S(1)		791	D	$197.4083(2)	159,586	D
Class A Common Stock	08/01/2025		S(1)		1,949	D	$198.4118(3)	157,637	D
Class A Common Stock	08/01/2025		S(1)		260	D	$199.2637(4)	157,377	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 $196.90 to $197.89, 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), (3) and (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 $197.96 to $198.95, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.02 to $199.435, inclusive.

	/s/ Lindsey Cochran, by power of attorney	08/04/2025
	** 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

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

He sold 3,000 Class A shares on 01-Aug-2025.

What prices were the NET shares sold at?

Weighted-average prices were $197.41, $198.41, and $199.26 across three trade lots.

Does Kramer still own Cloudflare stock after the sale?

Yes, he directly owns 157,377 Class A shares after the transactions.

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

Yes. The plan was adopted on 25-Nov-2024, satisfying Rule 10b5-1(c) guidelines.

Were any derivative securities involved?

No derivative securities were reported in this Form 4.