Cloudflare (NET) director granted 842 RSUs under outside director plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Graham-Cumming John reported acquisition or exercise transactions in this Form 4 filing.

Cloudflare, Inc. reported a routine equity grant to one of its directors. Director John Graham-Cumming received 842 shares of Class A Common Stock as a restricted stock unit award with a grant price of $0 per share, reflecting non-cash compensation.

The award was made under Cloudflare’s Outside Director Compensation Policy and will vest in full on the earlier of June 30, 2027 or the day before the next annual stockholder meeting. After this grant, Graham-Cumming directly holds 494,909 shares of Cloudflare Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Graham-Cumming John

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	842	$0.00	--

Holdings After Transaction: Class A Common Stock — 494,909 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

RSU grant size: 842 shares Grant price per share: $0.00 per share Post-transaction holdings: 494,909 shares +1 more

4 metrics

RSU grant size 842 shares Annual restricted stock unit award to director

Grant price per share $0.00 per share Equity compensation, not open-market purchase

Post-transaction holdings 494,909 shares Director’s direct Class A Common Stock holdings after grant

Vesting date June 30, 2027 RSUs vest on earlier of this date or day before next annual meeting

Key Terms

restricted stock unit, RSU, Outside Director Compensation Policy

3 terms

restricted stock unit financial

"Represents an automatic annual restricted stock unit, or RSU, award issued"

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.

RSU financial

"Represents an automatic annual restricted stock unit, or RSU, award issued"

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.

Outside Director Compensation Policy financial

"award issued pursuant to the Issuer's Outside Director Compensation Policy"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:21 PM Accepted by SEC EDGAR 07/02/2026 - 04:19 PM

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).

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^*

Graham-Cumming John

(Last)

(First)

(Middle)

C/O CLOUDFLARE, INC.

101 TOWNSEND STREET

(Street)

SAN FRANCISCO

CALIFORNIA

94107

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/30/2026		A		842⁽¹⁾	A	$0	494,909	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cloudflare (NET) disclose for John Graham-Cumming?

Cloudflare disclosed that director John Graham-Cumming received 842 shares of Class A Common Stock as a restricted stock unit award at $0 per share. This is a non-cash equity compensation grant under the company’s Outside Director Compensation Policy, not an open-market stock purchase or sale.

How many Cloudflare (NET) shares does John Graham-Cumming hold after this Form 4 filing?

Following the reported grant, John Graham-Cumming directly holds 494,909 shares of Cloudflare Class A Common Stock. This total includes the 842-share restricted stock unit award disclosed, giving investors a clearer picture of his overall direct equity position in the company after the compensation transaction.

When do the newly granted Cloudflare (NET) RSUs to John Graham-Cumming vest?

The 842 restricted stock units granted to John Graham-Cumming vest on the earlier of June 30, 2027, or the day before Cloudflare’s next annual meeting of stockholders. This time-based vesting schedule aligns the director’s compensation with ongoing service on Cloudflare’s board.

Was the Cloudflare (NET) stock award to John Graham-Cumming an automatic director grant?

Yes. The filing explains the 842-share restricted stock unit award was an automatic annual grant issued under Cloudflare’s Outside Director Compensation Policy. This indicates the transaction is part of the standard equity compensation program for outside directors serving on Cloudflare’s board.

Did John Graham-Cumming buy or sell Cloudflare (NET) shares on the market in this Form 4?

No. The Form 4 shows a grant coded as an acquisition of 842 shares at $0 per share through restricted stock units. This represents equity compensation rather than an open-market purchase or sale, so it does not reflect discretionary trading activity in Cloudflare stock.