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

Cloudflare insider sale under 10b5-1 plan.

Rhea-AI Filing Summary

Cloudflare insider sale under 10b5-1 plan. Director Mark J. Hawkins reported a sale of 1,000 shares of Cloudflare Class A common stock on 09/02/2025 at a reported price of $201.60 per share, executed pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025. After the transaction, the reporting person beneficially owns 12,990 shares, held directly. The Form 4 was signed by power of attorney on 09/04/2025. The filing discloses a routine planned disposition by an insider rather than an ad hoc sale.

Insights

Financial Analyst

TL;DR: Small, planned director sale that likely has limited market impact.

The reported disposition is a sale of 1,000 Class A shares at $201.60 per share, reducing direct beneficial ownership to 12,990 shares. Because the sale was executed under a pre-existing Rule 10b5-1 plan adopted May 30, 2025, it indicates a pre-scheduled transaction rather than an opportunistic trade. The size of the sale relative to typical public float and the remaining holding suggests limited signal about company fundamentals. No additional derivative or compensatory transactions were reported.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan provides procedural defensibility but reduces informational weight.

The filing explicitly states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted May 30, 2025, and was reported on Form 4 with power-of-attorney signature dated 09/04/2025. From a governance perspective, trades under documented plans are common to manage insider selling while avoiding accusations of trading on material nonpublic information. The disclosure is complete for this transaction: class, quantity, price, post-transaction holdings, and plan adoption date are provided.

Insider Trade Summary

Net Seller: 1,000 shares

Net Sell 1 txn

Insider Hawkins Mark J

Role Director

Sold 1,000 shs ($202K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,000	$201.60	$202K

Holdings After Transaction: Class A Common Stock — 12,990 shares (Direct)

Footnotes (1)

1. F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025.

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Accepted by SEC EDGAR 09/04/2025 - 04:14 PM EDT Learn about SEC filing dates

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^*

Hawkins Mark J

(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		S(1)		1,000	D	$201.6	12,990	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 May 30, 2025.

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.