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NET Form 4: Director option exercise and open‑market sales reported

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported an insider transaction: a director filed a Form 4 detailing activity on 11/03/2025. The reporting person exercised a stock option for 2,520 shares at $44.72 and completed multiple open‑market sales the same day pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2025.

Sale prices were disclosed as weighted averages across numerous trades, with ranges including $245.47–$245.97 and up to $256.955–$257.665 (see footnotes). After the transactions, the reporting person beneficially owned 495,191 Class A shares directly. 22,680 stock options were beneficially owned following the transactions. The option exercised is fully vested and carries an expiration date of 02/13/2032.

Positive

  • None.

Negative

  • None.
Insider Graham-Cumming John
Role Director
Sold 2,520 shs ($632K)
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 36 $245.675 $9K
Sale Class A Common Stock 74 $246.975 $18K
Sale Class A Common Stock 471 $248.0286 $117K
Sale Class A Common Stock 524 $249.4058 $131K
Sale Class A Common Stock 643 $250.2815 $161K
Sale Class A Common Stock 211 $251.2125 $53K
Sale Class A Common Stock 50 $252.8776 $13K
Sale Class A Common Stock 74 $254.3882 $19K
Sale Class A Common Stock 84 $255.3714 $21K
Sale Class A Common Stock 224 $256.3669 $57K
Sale Class A Common Stock 129 $257.2314 $33K
Holdings After Transaction: Stock Option (right to buy) — 22,680 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 $245.47 to $245.97, 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 (12) 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 $246.615 to $247.34, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.745 to $248.72, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.84 to $249.835, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.845 to $250.84, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.88 to $251.72, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.415 to $253.39, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $253.74 to $254.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.84 to $255.80, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.91 to $256.87, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.955 to $257.665, inclusive. Shares subject to the option are fully vested and immediately exercisable.
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 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025
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 11/03/2025 M 2,520 A $44.72 497,711 D
Class A Common Stock 11/03/2025 S(1) 36 D $245.675(2) 497,675 D
Class A Common Stock 11/03/2025 S(1) 74 D $246.975(3) 497,601 D
Class A Common Stock 11/03/2025 S(1) 471 D $248.0286(4) 497,130 D
Class A Common Stock 11/03/2025 S(1) 524 D $249.4058(5) 496,606 D
Class A Common Stock 11/03/2025 S(1) 643 D $250.2815(6) 495,963 D
Class A Common Stock 11/03/2025 S(1) 211 D $251.2125(7) 495,752 D
Class A Common Stock 11/03/2025 S(1) 50 D $252.8776(8) 495,702 D
Class A Common Stock 11/03/2025 S(1) 74 D $254.3882(9) 495,628 D
Class A Common Stock 11/03/2025 S(1) 84 D $255.3714(10) 495,544 D
Class A Common Stock 11/03/2025 S(1) 224 D $256.3669(11) 495,320 D
Class A Common Stock 11/03/2025 S(1) 129 D $257.2314(12) 495,191 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 11/03/2025 M 2,520 (13) 02/13/2032 Class A Common Stock 2,520 $0 22,680 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 $245.47 to $245.97, 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 (12) 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 $246.615 to $247.34, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.745 to $248.72, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.84 to $249.835, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.845 to $250.84, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.88 to $251.72, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.415 to $253.39, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $253.74 to $254.73, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.84 to $255.80, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.91 to $256.87, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.955 to $257.665, inclusive.
13. Shares subject to the option are fully vested and immediately exercisable.
Remarks:
/s/ Lindsey Cochran, by power of attorney 11/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Cloudflare (NET) disclose in this Form 4?

A director exercised a stock option for 2,520 shares at $44.72 and made multiple open‑market sales on 11/03/2025 under a Rule 10b5-1 plan.

What are the reported sale price ranges for NET shares?

Weighted average prices were reported across ranges including $245.47–$245.97 and up to $256.955–$257.665.

How many Cloudflare shares were beneficially owned after the transactions?

The reporting person beneficially owned 495,191 Class A shares directly after the transactions.

What options activity was reported for NET?

A stock option was exercised for 2,520 shares at $44.72; 22,680 stock options were beneficially owned following the transactions.

Was a trading plan used for these NET transactions?

Yes. Sales were made under a Rule 10b5-1 trading plan adopted on May 28, 2025.

When does the reported option expire?

The option has an expiration date of 02/13/2032 and is fully vested.