Was John Graham-Cumming’s Cloudflare (NET) share sale under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2025. Such plans pre-schedule trades, making transaction timing more routine and less discretionary.

Cloudflare (NYSE: NET) director sells 2,520 shares and exercises stock options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. director John Graham-Cumming reported planned share sales and an option exercise. On May 4, 2026, he sold a total of 2,520 shares of Class A Common Stock in multiple open-market transactions at weighted average prices ranging from $217.545 to $223.825 per share, under a Rule 10b5-1 trading plan adopted on May 28, 2025.

On the same date, he exercised stock options to acquire 2,520 shares at an exercise price of $44.72 per share. Following these transactions, he holds 496,587 shares of Class A Common Stock directly and 7,560 stock options, indicating these trades represent a small portion of his overall position.

Insider Trade Summary 10b5-1

Net Seller: 2,520 shares ($558,382)

Net Sell 9 txns

Insider Graham-Cumming John

Role null

Sold 2,520 shs ($558K)

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	116	$218.0462	$25K
Sale	Class A Common Stock	360	$219.016	$79K
Sale	Class A Common Stock	166	$220.1909	$37K
Sale	Class A Common Stock	360	$221.0877	$80K
Sale	Class A Common Stock	603	$222.2454	$134K
Sale	Class A Common Stock	852	$222.9938	$190K
Sale	Class A Common Stock	63	$223.7277	$14K

Holdings After Transaction: Stock Option (right to buy) — 7,560 shares (Direct, null); Class A Common Stock — 496,587 shares (Direct, null)

Footnotes (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 $217.545 to $218.53, 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 (8) 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 $218.545 to $219.525, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.565 to $220.485, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.60 to $221.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.63 to $222.595, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.665 to $223.55, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.67 to $223.825, inclusive. Shares subject to the option are fully vested and immediately exercisable.

Key Figures

Shares sold: 2,520 shares Sale price range: $217.545–$223.825/share Shares acquired on exercise: 2,520 shares +3 more

6 metrics

Shares sold 2,520 shares Total Class A shares sold on May 4, 2026

Sale price range $217.545–$223.825/share Weighted average sale price ranges on May 4, 2026

Shares acquired on exercise 2,520 shares Class A shares from option exercise on May 4, 2026

Option exercise price $44.72/share Exercise price for stock options converted on May 4, 2026

Shares held after transactions 496,587 shares Direct Class A holdings following reported trades

Options outstanding after 7,560 options Stock options remaining after the reported exercise

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"

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"

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

"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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:17 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)
05/04/2026

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	05/04/2026		M		2,520	A	$44.72	496,587	D
Class A Common Stock	05/04/2026		S⁽¹⁾		116	D	$218.0462⁽²⁾	496,471	D
Class A Common Stock	05/04/2026		S⁽¹⁾		360	D	$219.016⁽³⁾	496,111	D
Class A Common Stock	05/04/2026		S⁽¹⁾		166	D	$220.1909⁽⁴⁾	495,945	D
Class A Common Stock	05/04/2026		S⁽¹⁾		360	D	$221.0877⁽⁵⁾	495,585	D
Class A Common Stock	05/04/2026		S⁽¹⁾		603	D	$222.2454⁽⁶⁾	494,982	D
Class A Common Stock	05/04/2026		S⁽¹⁾		852	D	$222.9938⁽⁷⁾	494,130	D
Class A Common Stock	05/04/2026		S⁽¹⁾		63	D	$223.7277⁽⁸⁾	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)
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)
Stock Option (right to buy)	$44.72	05/04/2026		M			2,520	⁽⁹⁾	02/13/2032	Class A Common Stock	2,520	$0	7,560	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 $217.545 to $218.53, 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 (8) 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 $218.545 to $219.525, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.565 to $220.485, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.60 to $221.54, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.63 to $222.595, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.665 to $223.55, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.67 to $223.825, inclusive.

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

	/s/ Charlotte Bowe, by power of attorney	05/05/2026
	** 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) director John Graham-Cumming report?

He reported selling 2,520 Cloudflare Class A shares and exercising options for 2,520 shares on May 4, 2026. These were open-market sales and an option exercise disclosed in a Form 4 insider trading report.

At what prices did John Graham-Cumming sell Cloudflare (NET) shares?

He sold Cloudflare Class A shares in multiple trades at weighted average prices between $217.545 and $223.825 per share. Each Form 4 line reflects a weighted average, with detailed price breakdowns available upon request from the issuer or regulators.

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

After the reported transactions, he directly holds 496,587 shares of Cloudflare Class A Common Stock. He also holds 7,560 stock options, providing additional potential equity exposure beyond his current share ownership level.

Did John Graham-Cumming exercise Cloudflare (NET) stock options in this filing?

Yes. He exercised options to acquire 2,520 Cloudflare Class A shares at an exercise price of $44.72 per share. The options were fully vested and immediately exercisable, as disclosed in the Form 4 footnotes.

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

He sold a total of 2,520 Cloudflare Class A shares across seven open-market transactions on May 4, 2026. The trades are reported with weighted average prices and detailed price ranges across several Form 4 footnotes.