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  4. [Form 4] Cloudflare, Inc. Insider Trading Activity

Cloudflare (NET) director discloses trust-based insider stock sales

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cloudflare, Inc. reported insider share sales by a director. On 01/05/2026, a reporting person serving as a director completed three open-market sales of Class A Common Stock under transaction code "S".

The transactions involved 1,567 shares at a weighted average price of $196.9193, 2,300 shares at $198.1624, and 2,267 shares at $199.2899, with prices in each trade executed across narrow ranges. After these sales, the reporting person beneficially owned 968,073 Class A shares held indirectly.

The filing notes that all shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person is a trustee. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 14, 2025, indicating they were pre-arranged.

Positive

  • None.

Negative

  • None.
Insider Ledbetter Carl
Role Director
Sold 6,134 shs ($1.22M)
Type Security Shares Price Value
Sale Class A Common Stock 1,567 $196.9193 $309K
Sale Class A Common Stock 2,300 $198.1624 $456K
Sale Class A Common Stock 2,267 $199.2899 $452K
Holdings After Transaction: Class A Common Stock — 972,640 shares (Indirect, See footnote)
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 February 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.62 to $197.1687, 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) and (4) through (5) to this Form 4. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.64 to $198.49, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.91 to $199.54, inclusive.
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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*
Ledbetter Carl
(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)
01/05/2026
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 01/05/2026 S(1) 1,567 D $196.9193(2) 972,640 I See footnote(3)
Class A Common Stock 01/05/2026 S(1) 2,300 D $198.1624(4) 970,340 I See footnote(3)
Class A Common Stock 01/05/2026 S(1) 2,267 D $199.2899(5) 968,073 I See 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)
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 February 14, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.62 to $197.1687, 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) and (4) through (5) to this Form 4.
3. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.64 to $198.49, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.91 to $199.54, inclusive.
Remarks:
/s/ Chad Skinner, by power of attorney 01/06/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Cloudflare (NET) disclose in this Form 4?

The filing reports that a director of Cloudflare, Inc. sold Class A Common Stock in three open-market transactions on 01/05/2026 under transaction code "S."

How many Cloudflare (NET) shares were sold in each transaction?

The director sold 1,567 shares at one weighted average price, 2,300 shares at a second, and 2,267 shares at a third weighted average price, all on 01/05/2026.

At what prices were the Cloudflare (NET) shares sold?

Weighted average sale prices were $196.9193 (with trades between $196.62 and $197.1687), $198.1624 (between $197.64 and $198.49), and $199.2899 (between $198.91 and $199.54).

How many Cloudflare (NET) shares does the reporting person still beneficially own?

Following the reported transactions, the filing shows 968,073 shares of Cloudflare Class A Common Stock beneficially owned indirectly by the reporting person.

How are the Cloudflare (NET) shares held by the reporting person structured?

The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee, making the ownership indirect.

Were the Cloudflare (NET) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

What is the reporting person’s relationship to Cloudflare (NET)?

The reporting person is identified as a Director of Cloudflare, Inc., and the Form 4 is filed by one reporting person.