Cloudflare (NYSE: NET) director sells 3,644 shares under 10b5-1 plan

Rhea-AI Filing Summary

Cloudflare director John Graham-Cumming reported an option exercise and related share sales. He exercised a stock option to acquire 2,520 shares of Class A Common Stock at $44.72 per share, then sold 3,644 shares in multiple open‑market trades at weighted average prices around $200–204 per share. The sales were made under a Rule 10b5-1 trading plan adopted on May 28, 2025. After these transactions, he directly holds 494,067 Class A shares, indicating he retains a substantial stake in the company.

Insider Trade Summary 10b5-1

Net Seller: 3,644 shares ($737,203)

Net Sell 7 txns

Insider Graham-Cumming John

Role Director

Sold 3,644 shs ($737K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,520	$0.00	--
Exercise	Class A Common Stock	2,520	$44.72	$113K
Sale	Class A Common Stock	356	$200.5634	$71K
Sale	Class A Common Stock	1,090	$201.5951	$220K
Sale	Class A Common Stock	1,278	$202.5754	$259K
Sale	Class A Common Stock	881	$203.4071	$179K
Sale	Class A Common Stock	39	$204.3867	$8K

Holdings After Transaction: Stock Option (right to buy) — 10,080 shares (Direct); Class A Common Stock — 497,711 shares (Direct)

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 May 28, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.145 to $201.125, 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) through (6) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.155 to $202.13, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.155 to $203.145, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.17 to $204.015, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.33 to $204.46, inclusive. Shares subject to the option are fully vested and immediately exercisable.

Key Figures

Options exercised: 2,520 shares Exercise price: $44.72/share Shares sold: 3,644 shares +5 more

8 metrics

Options exercised 2,520 shares Stock option exercise into Class A Common Stock

Exercise price $44.72/share Stock Option (right to buy) conversion price

Shares sold 3,644 shares Total Class A shares sold in open-market transactions

Sample sale price $200.5634/share Weighted average price for 356-share sale lot

Highest reported sale price $204.3867/share Weighted average for final 39-share sale lot

Shares held after transactions 494,067 shares Direct Class A Common Stock ownership post-transaction

Option expiration February 13, 2032 Original expiration date of exercised stock option

10b5-1 plan adoption date May 28, 2025 Date pre-arranged trading plan was adopted

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (right to buy, Class A Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.145 to $201.125, inclusive."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Stock Option (right to buy financial

"security_title": "Stock Option (right to buy)"

Class A Common Stock financial

"underlying_security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Exercise or conversion of derivative security regulatory

"transaction_code_description": "Exercise or conversion of derivative security""

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^*

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)
03/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/27/2026		M		2,520	A	$44.72	497,711	D
Class A Common Stock	03/27/2026		S(1)		356	D	$200.5634(2)	497,355	D
Class A Common Stock	03/27/2026		S(1)		1,090	D	$201.5951(3)	496,265	D
Class A Common Stock	03/27/2026		S(1)		1,278	D	$202.5754(4)	494,987	D
Class A Common Stock	03/27/2026		S(1)		881	D	$203.4071(5)	494,106	D
Class A Common Stock	03/27/2026		S(1)		39	D	$204.3867(6)	494,067	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
Stock Option (right to buy)	$44.72	03/27/2026		M			2,520	(7)	02/13/2032	Class A Common Stock	2,520	$0	10,080	D

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 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.145 to $201.125, 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) through (6) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.155 to $202.13, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.155 to $203.145, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.17 to $204.015, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.33 to $204.46, inclusive.

7. Shares subject to the option are fully vested and immediately exercisable.

Remarks:

	/s/ Chad Skinner, by power of attorney	03/30/2026
	** 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)

FAQ

What insider activity did Cloudflare (NET) report for John Graham-Cumming?

Cloudflare director John Graham-Cumming exercised stock options for 2,520 Class A shares at $44.72, then sold 3,644 shares in several open-market transactions at weighted average prices around $200–204, while retaining 494,067 shares directly.

How many Cloudflare (NET) shares did John Graham-Cumming sell?

He sold a total of 3,644 Cloudflare Class A Common Stock shares in five open-market sale transactions, with weighted average prices ranging from about $200.15 to $204.46 per share, according to the detailed price ranges disclosed in the filing footnotes.

At what price did John Graham-Cumming exercise Cloudflare (NET) stock options?

He exercised stock options covering 2,520 shares of Cloudflare Class A Common Stock at an exercise price of $44.72 per share. The options were fully vested and immediately exercisable, and had an original expiration date in February 2032.

How many Cloudflare (NET) shares does John Graham-Cumming hold after these transactions?

Following the option exercise and subsequent sales, John Graham-Cumming directly owns 494,067 shares of Cloudflare Class A Common Stock. This post-transaction holding figure comes directly from the ownership totals reported in the Form 4 filing.

Were John Graham-Cumming’s Cloudflare (NET) share sales under a 10b5-1 plan?

Yes. The filing states the reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by John Graham-Cumming on May 28, 2025, indicating the transactions were pre-arranged rather than opportunistic discretionary trades.

What price range did Cloudflare (NET) shares sell for in these insider transactions?

The reported sale prices are weighted averages, with detailed footnotes stating shares were sold in multiple trades at prices spanning several ranges, from approximately $200.145 up to $204.46 per share across the different sale transactions disclosed.