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Cloudflare (NET) director Scott Sandell receives 842 RSUs and reports trust holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SANDELL SCOTT D reported acquisition or exercise transactions in this Form 4 filing.

Cloudflare, Inc. director Scott D. Sandell received an automatic grant of 842 restricted stock units (RSUs) of Class A common stock under the company’s Outside Director Compensation Policy. The RSUs vest on the earlier of June 30, 2027 or the day before Cloudflare’s next annual stockholder meeting.

After this award, Sandell holds 11,378 shares of Class A common stock directly. In addition, 37,000 shares are held by the Blue Mountain Trust dated April 29, 2019, and 174,534 shares are held by the Pendleton 2020 GRAT dated December 21, 2020, for both of which he serves as trustee.

Positive

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Negative

  • None.
Insider SANDELL SCOTT D
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 842 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 11,378 shares (Direct, null); Class A Common Stock — 174,534 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy. The RSUs vest on the earlier of (i) June 30, 2027 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders. The shares are held of record by the Blue Mountain Trust dated April 29, 2019, for which the reporting person serves as trustee. The shares are held of record by the Pendleton 2020 GRAT dated December 21, 2020, for which the reporting person serves as trustee.
RSU grant size 842 RSUs Automatic annual award to outside director
RSU vesting date June 30, 2027 Or day prior to next annual stockholder meeting
Direct shares after grant 11,378 shares Class A common stock, held directly by Scott Sandell
Blue Mountain Trust holdings 37,000 shares Held by Blue Mountain Trust dated April 29, 2019
Pendleton 2020 GRAT holdings 174,534 shares Held by Pendleton 2020 GRAT dated December 21, 2020
Grant price per share $0.0000 per share RSU grant under Outside Director Compensation Policy
restricted stock unit financial
"Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Outside Director Compensation Policy financial
"Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy."
RSU financial
"Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy."
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
GRAT financial
"The shares are held of record by the Pendleton 2020 GRAT dated December 21, 2020, for which the reporting person serves as trustee."
trustee financial
"for which the reporting person serves as trustee."
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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*
SANDELL SCOTT D
(Last)(First)(Middle)
1954 GREENSPRING DRIVE
SUITE 600
(Street)
TIMONIUM MARYLAND 21093
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/30/2026A842(1)A$011,378D
Class A Common Stock174,534ISee footnote(2)
Class A Common Stock37,000ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy. The RSUs vest on the earlier of (i) June 30, 2027 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders.
2. The shares are held of record by the Blue Mountain Trust dated April 29, 2019, for which the reporting person serves as trustee.
3. The shares are held of record by the Pendleton 2020 GRAT dated December 21, 2020, for which the reporting person serves as trustee.
Remarks:
/s/ Chad Skinner, by power of attorney07/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cloudflare (NET) director Scott Sandell report in this Form 4?

Scott Sandell reported receiving an automatic grant of 842 restricted stock units of Cloudflare Class A common stock. The grant is part of Cloudflare’s Outside Director Compensation Policy and reflects stock-based compensation rather than an open-market share purchase or sale.

When do Scott Sandell’s new Cloudflare RSUs vest?

The 842 RSUs vest on the earlier of June 30, 2027, or the day prior to Cloudflare’s next annual meeting of stockholders. This creates a service-based vesting schedule tied to either a fixed date or the timing of the company’s next annual meeting.

How many Cloudflare shares does Scott Sandell hold directly after this transaction?

Following the RSU grant, Scott Sandell holds 11,378 shares of Cloudflare Class A common stock directly. This figure reflects his direct ownership position reported in the Form 4 and excludes additional indirect holdings through trusts where he serves as trustee.

What indirect Cloudflare shareholdings are associated with Scott Sandell?

The filing shows 37,000 shares held by the Blue Mountain Trust dated April 29, 2019, and 174,534 shares held by the Pendleton 2020 GRAT dated December 21, 2020. In both cases, Scott Sandell serves as trustee, indicating indirect beneficial holdings.

Was Scott Sandell’s Cloudflare RSU grant an open-market transaction?

No, the 842-share transaction is coded as a grant or award with a price of $0.0000 per share. It represents compensation in the form of restricted stock units under Cloudflare’s Outside Director Compensation Policy, not a purchase or sale in the open market.