NET insider filing: director sales under Rule 10b5-1 plan

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) — Insider Form 4 activity. A director reported transactions on 10/13/2025, including an option exercise and open‑market sales executed under a Rule 10b5‑1 trading plan adopted on May 28, 2025.

The insider exercised a stock option for 2,520 Class A shares at $44.72 (code M), then sold shares in multiple transactions the same day (codes S) at weighted average prices spanning disclosed ranges, including from $216.095 to $223.56. Following these transactions, the insider beneficially owned 495,191 Class A shares, held directly.

In the derivative table, the option is fully vested and immediately exercisable, with an exercise price of $44.72 and an expiration date of 02/13/2032. After the reported activity, the insider beneficially owned 25,200 derivative securities.

Insider Trade Summary

Net Seller: 2,520 shares ($557,829)

Net Sell 10 txns

Insider Graham-Cumming John

Role Director

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	39	$216.1827	$8K
Sale	Class A Common Stock	72	$217.5175	$16K
Sale	Class A Common Stock	68	$218.4506	$15K
Sale	Class A Common Stock	204	$219.7904	$45K
Sale	Class A Common Stock	555	$220.8621	$123K
Sale	Class A Common Stock	830	$221.7812	$184K
Sale	Class A Common Stock	740	$222.5747	$165K
Sale	Class A Common Stock	12	$223.56	$3K

Holdings After Transaction: Stock Option (right to buy) — 25,200 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 $216.095 to $216.38, 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 $217.125 to $218.06, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.14 to $219.07, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.19 to $220.18, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.255 to $221.25, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.255 to $222.205, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.255 to $223.09, 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).

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)
10/13/2025

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	10/13/2025		M		2,520	A	$44.72	497,711	D
Class A Common Stock	10/13/2025		S(1)		39	D	$216.1827(2)	497,672	D
Class A Common Stock	10/13/2025		S(1)		72	D	$217.5175(3)	497,600	D
Class A Common Stock	10/13/2025		S(1)		68	D	$218.4506(4)	497,532	D
Class A Common Stock	10/13/2025		S(1)		204	D	$219.7904(5)	497,328	D
Class A Common Stock	10/13/2025		S(1)		555	D	$220.8621(6)	496,773	D
Class A Common Stock	10/13/2025		S(1)		830	D	$221.7812(7)	495,943	D
Class A Common Stock	10/13/2025		S(1)		740	D	$222.5747(8)	495,203	D
Class A Common Stock	10/13/2025		S(1)		12	D	$223.56	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	10/13/2025		M			2,520	(9)	02/13/2032	Class A Common Stock	2,520	$0	25,200	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 $216.095 to $216.38, 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 $217.125 to $218.06, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.14 to $219.07, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.19 to $220.18, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.255 to $221.25, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.255 to $222.205, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.255 to $223.09, inclusive.

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

Remarks:

	/s/ Lindsey Cochran, by power of attorney	10/15/2025
	** 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.

FAQ

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

A director exercised an option for 2,520 Class A shares at $44.72 and sold shares the same day in multiple transactions at weighted average prices.

What were the sale price ranges reported?

Weighted average prices included ranges such as $216.095 to $216.38 and up to a sale at $223.56.

How many Cloudflare shares were owned after the transactions?

Following the transactions, the insider beneficially owned 495,191 Class A shares, held directly.

Was the trading under a Rule 10b5-1 plan?

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

What were the details of the option exercised?

A stock option with an exercise price of $44.72, fully vested and immediately exercisable, expiring on 02/13/2032, for 2,520 shares.

How many derivative securities remain after the transactions?

The insider beneficially owned 25,200 derivative securities after the reported activity.

What is the insider’s relationship to Cloudflare?

The reporting person is a Director of Cloudflare, Inc.