Cloudflare director sells 2,520 shares after option exercise

Accepted by SEC EDGAR 05/05/2026 - 06:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cloudflare, Inc. director John Graham-Cumming exercised stock options for 2,520 shares of Class A Common Stock at $44.7200 per share on May 4, 2026, then sold 2,520 shares in multiple trades at weighted-average prices between $217.545 and $223.825 pursuant to a Rule 10b5-1 trading plan adopted May 28, 2025. He now directly holds 494,067 Class A shares and retains options for 7,560 shares.

Insider Trade Summary 10b5-1

Exercise and Sale: 2,520 shares ($446K approx. pre-tax spread)

Exercise and Sale 9 txns

Insider Graham-Cumming John

Role Director

Sold 2,520 shs ($558K)

Approx. gross sale proceeds $558K

Approx. exercise cost $113K

Approx. pre-tax spread $446K

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,520	$0.00	$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 options (Direct); Class A Common Stock — 494,067 shares (Direct)

Footnotes (9)

1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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. F7. 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. F8. 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. F9. Shares subject to the option are fully vested and immediately exercisable.

Key Figures

Shares exercised: 2,520 shares Option exercise price: $44.7200 per share Shares sold: 2,520 shares +4 more

7 metrics

Shares exercised 2,520 shares Stock options exercised into Class A Common Stock on May 4, 2026

Option exercise price $44.7200 per share Exercise or conversion price of Stock Option (right to buy) expiring February 13, 2032

Shares sold 2,520 shares Total Class A Common shares sold in reported transactions on May 4, 2026

Sale price range $217.545 to $223.825 per share Weighted-average sale prices across multiple transactions, as described in footnotes

Post-transaction holdings 494,067 shares Direct Class A Common Stock holdings after the reported transactions

Remaining options 7,560 shares Stock Option (right to buy) position remaining after exercising 2,520 shares

10b5-1 plan adoption date May 28, 2025 Date reporting person adopted Rule 10b5-1 trading plan covering these sales

Key Terms

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

4 terms

Rule 10b5-1 trading plan regulatory

"Sale was effected pursuant to a Rule 10b5-1 trading plan adopted 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."

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.

Class A Common Stock financial

"Underlying security title is Class A Common Stock for the exercised option."

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.

Stock Option (right to buy) financial

"Security title is Stock Option (right to buy) with an exercise price of $44.7200."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cloudflare (NET) director John Graham-Cumming do on May 4, 2026?

On May 4, 2026, he exercised stock options for 2,520 Class A shares at $44.7200 per share and sold 2,520 Class A shares in market transactions pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2025.

How many Cloudflare (NET) shares did John Graham-Cumming sell, and at what prices?

He sold 2,520 Class A Common shares in several blocks at weighted-average prices, with individual transactions occurring at prices between $217.545 and $223.825 per share, as detailed across the reported sale price ranges.

What options did John Graham-Cumming exercise in Cloudflare (NET)?

He exercised a Stock Option (right to buy) for 2,520 underlying Class A shares at an exercise price of $44.7200 per share. After this exercise, options representing 7,560 shares remained outstanding and fully vested and immediately exercisable.

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

Following the reported option exercise and share sales, John Graham-Cumming directly holds 494,067 shares of Cloudflare Class A Common Stock and also retains stock options covering an additional 7,560 shares, according to the reported post-transaction holdings.

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

Yes. The reported sales were effected pursuant to a Rule 10b5-1 trading plan that he adopted on May 28, 2025, and the filing’s Rule 10b5-1 checkbox is affirmed, indicating a pre-arranged trading framework for these transactions.

What is the expiration date of the Cloudflare (NET) options John Graham-Cumming exercised?

The Stock Option he partially exercised on May 4, 2026, carrying 2,520 shares of Cloudflare Class A Common Stock, has an expiration date of February 13, 2032, and the shares subject to the option are fully vested and immediately exercisable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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)
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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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)