Ledbetter Trust tied to Cloudflare (NYSE: NET) sells 15,000 shares

Rhea-AI Filing Summary

Cloudflare, Inc. director-linked trust reports planned share sale. The Carl S. Ledbetter Trust, for which director Carl Ledbetter serves as trustee, sold a total of 15,000 shares of Cloudflare Class A common stock on January 27, 2026 under a pre-arranged Rule 10b5-1 trading plan adopted on February 14, 2025.

The sales occurred in three transactions: 6,904 shares at a weighted average price of $210.0715, 5,306 shares at $211.7186, and 2,790 shares at $212.7964, each executed through multiple trades within narrow price ranges. After these transactions, the trust beneficially owned 953,073 shares of Cloudflare Class A common stock.

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
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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)
01/27/2026

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	01/27/2026		S(1)		6,904	D	$210.0715(2)	961,169	I	See footnote(3)
Class A Common Stock	01/27/2026		S(1)		5,306	D	$211.7186(4)	955,863	I	See footnote(3)
Class A Common Stock	01/27/2026		S(1)		2,790	D	$212.7964(5)	953,073	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 $210.07 to $210.745, 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 $211.2975 to $211.73, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.78 to $212.80, inclusive.

Remarks:

	/s/ Chad Skinner, by power of attorney	01/28/2026
	** 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.

FAQ

What insider transaction did Cloudflare (NET) report for January 27, 2026?

Cloudflare reported that the Carl S. Ledbetter Trust sold 15,000 shares of Class A common stock on January 27, 2026. The sales were reported across three transactions at weighted average prices slightly above $210 per share, with specific narrow trading ranges disclosed.

Who executed the recent Cloudflare (NET) share sales disclosed on Form 4?

The transactions were executed by the Carl S. Ledbetter Trust dated February 14, 2020. Carl Ledbetter serves as trustee of this trust and is a director of Cloudflare, but the shares are held of record by the trust, which is identified as the beneficial owner.

How many Cloudflare (NET) shares does the Ledbetter Trust hold after the reported sale?

After the reported transactions, the Carl S. Ledbetter Trust beneficially owned 953,073 shares of Cloudflare Class A common stock. This figure reflects the updated position following the three separate sales totaling 15,000 shares disclosed for January 27, 2026.

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

The trust’s sales used weighted average prices of $210.0715, $211.7186, and $212.7964 per share. Each reported price reflects multiple trades within narrow ranges, from $210.07 to $212.80, with full trade-level details available upon request from the reporting person.

Was the Cloudflare (NET) insider sale part of a Rule 10b5-1 trading plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025. Such plans allow pre-scheduled trades, providing a structured framework for selling shares over time.

What is the relationship between Carl Ledbetter and Cloudflare (NET)?

Carl Ledbetter is identified as a director of Cloudflare, Inc. The reported shares are held of record by the Carl S. Ledbetter Trust, for which he serves as trustee, and the trust is listed as the holder of the Class A common stock.