Cloudflare (NET) CAO uses 3,151 shares to cover RSU tax liability

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Accounting Officer Janel Riley reported a tax-related share disposition tied to vesting of restricted stock units. On February 15, 2026, 3,151 shares of Class A common stock were withheld at $195.85 per share to satisfy tax liabilities. After this tax-withholding disposition, Riley directly owned 60,951 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

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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).

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^*

Riley Janel

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F(1)		3,151	D	$195.85	60,951	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

Explanation of Responses:

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

Remarks:

	/s/ Chad Skinner, by power of attorney	02/18/2026
	** 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).
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FAQ

What insider transaction did Cloudflare (NET) report for Janel Riley?

Cloudflare reported that Chief Accounting Officer Janel Riley had 3,151 Class A shares withheld to cover taxes on RSU vesting. This tax-withholding disposition, reported on February 15, 2026, is not an open-market sale and reflects routine equity compensation administration.

How many Cloudflare (NET) shares were involved in Janel Riley’s Form 4?

The Form 4 shows 3,151 shares of Cloudflare Class A common stock were withheld. These shares were used to satisfy Riley’s tax liability from restricted stock unit vesting, rather than being sold in the open market to outside buyers.

At what price were Janel Riley’s Cloudflare (NET) shares withheld for taxes?

The shares were withheld at a price of $195.85 per share. This price is used for calculating the value of the shares applied toward Riley’s tax obligation arising from the vesting of her restricted stock units in Cloudflare.

How many Cloudflare (NET) shares does Janel Riley own after this transaction?

After the tax-withholding disposition, Janel Riley directly owns 60,951 shares of Cloudflare Class A common stock. This remaining balance reflects her continuing equity stake following the use of 3,151 shares to cover RSU-related taxes.

Was Janel Riley’s Cloudflare (NET) transaction a sale on the open market?

No, the transaction was classified as a tax-withholding disposition under code F, not an open-market sale. Shares were withheld by Cloudflare to satisfy Riley’s tax liability from vesting restricted stock units, according to the disclosed footnote.

What does transaction code F mean in Cloudflare (NET) insider filings?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Cloudflare used 3,151 shares from Janel Riley’s equity to cover RSU-related taxes instead of a discretionary buy or sell in the market.