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Cloudflare (NYSE: NET) CAO exercises options, sells 5,148 shares

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

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported insider activity by Chief Accounting Officer Janel Riley. On August 17, 2026, Riley exercised 1,667 performance stock options at a strike price of $67.79 per share, receiving the same number of Class A shares, and on August 17–18 sold an aggregate of 5,148 Class A shares in multiple open-market transactions at weighted average prices generally in the low $300s per share. The sales were executed under a Rule 10b5-1 trading plan adopted on November 24, 2025. Following the derivative transaction, 71,668 performance stock options remain outstanding, expiring on August 6, 2033, with the remaining option shares vesting quarterly beginning November 15, 2026.

Positive

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Negative

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Insights

Analyzing...

Insider Riley Janel
Role Chief Accounting Officer
Sold 5,148 shs ($1.58M)
Approx. gross sale proceeds $1.58M
Approx. exercise cost $113K
Type Security Shares Price Value
Sale Class A Common Stock F1, F9 267 $302.6209 $81K
Sale Class A Common Stock F1, F10 898 $303.8114 $273K
Sale Class A Common Stock F1, F11 1,216 $304.7656 $371K
Sale Class A Common Stock F1, F12 600 $306.5783 $184K
Sale Class A Common Stock F1, F13 500 $308.92 $154K
Exercise Performance Stock Option (right to buy) F14 1,667 $0.00 $0.00
Exercise Class A Common Stock 1,667 $67.79 $113K
Sale Class A Common Stock F1, F2 395 $307.3823 $121K
Sale Class A Common Stock F1, F3 332 $308.4585 $102K
Sale Class A Common Stock F1, F4 140 $309.6436 $43K
Sale Class A Common Stock F1, F5 180 $310.8156 $56K
Sale Class A Common Stock F1, F6 190 $311.6379 $59K
Sale Class A Common Stock F1, F7 160 $313.4053 $50K
Sale Class A Common Stock F1, F8 270 $314.4187 $85K
Holdings After Transaction: Performance Stock Option (right to buy) — 71,668 shares (Direct); Class A Common Stock — 41,547 shares (Direct)
Footnotes (14)
  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 November 24, 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 $306.93 to $307.685, 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 (13) 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 $307.98 to $308.97, 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 $309.0575 to $309.795, 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 $310.285 to $311.24, 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 $311.375 to $311.93, 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 $312.76 to $313.735, 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 $314.215 to $314.49, inclusive.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.41 to $303.31, inclusive.
  10. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.485 to $304.385, inclusive.
  11. F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.59 to $305.00, inclusive.
  12. F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.12 to $307.085, inclusive.
  13. F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.57 to $309.32, inclusive.
  14. F14. The remaining shares subject to the option vest quarterly beginning on November 15, 2026.
Shares sold 5,148 shares Aggregate Class A Common Stock sales by Janel Riley on August 17–18, 2026
Option shares exercised 1,667 shares Performance stock options exercised into Class A Common Stock on August 17, 2026
Option strike price $67.79 per share Conversion or exercise price of performance stock option exercised on August 17, 2026
Representative sale price $307.3823 per share Weighted average price for 395-share sale lot on August 17, 2026
Highest reported weighted average sale price $314.4187 per share Weighted average price for 270-share sale lot on August 17, 2026
Remaining options 71,668 options Performance stock options remaining after exercise, expiring August 6, 2033
Option expiration date August 6, 2033 Expiration date of reported performance stock option grant
10b5-1 plan adoption date November 24, 2025 Date Janel Riley adopted the Rule 10b5-1 trading plan used for these sales
Rule 10b5-1 trading plan regulatory
"The sale reported ... was effected pursuant to a Rule 10b5-1 trading plan"
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.
Performance Stock Option (right to buy) financial
"security_title: Performance Stock Option (right to buy)"
derivative security financial
"transaction_code_description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
vesting financial
"The remaining shares subject to the option vest quarterly beginning on November 15, 2026."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What insider transactions did Cloudflare (NET) report for Janel Riley on this Form 4?
Cloudflare reported that Chief Accounting Officer Janel Riley exercised 1,667 performance stock options and sold 5,148 Class A Common shares in multiple open-market transactions on August 17–18, 2026, all as detailed in this Form 4 filing.

At what prices did Janel Riley sell Cloudflare (NET) shares in August 2026?
Riley’s reported sales used weighted average prices per trade lot, including examples of $307.38, $308.46, $309.64, and up to $314.42 per share, with each sale executed across multiple transactions within disclosed price ranges.

How many Cloudflare (NET) options did Janel Riley exercise and at what strike price?
Riley exercised 1,667 performance stock options for Cloudflare Class A Common Stock at a strike (conversion) price of $67.79 per share on August 17, 2026, receiving an equal number of Class A shares upon exercise.

How many performance stock options does Janel Riley still hold in Cloudflare (NET)?
After the reported exercise, Riley continues to hold 71,668 performance stock options on Cloudflare Class A Common Stock, which are scheduled to expire on August 6, 2033, subject to their vesting conditions.

Were Janel Riley’s Cloudflare (NET) share sales made under a Rule 10b5-1 plan?
Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by Riley on November 24, 2025, indicating the transactions were pre-arranged rather than opportunistic discretionary trades.

When do the remaining Cloudflare (NET) performance stock options for Janel Riley vest?
For the reported option grant, the remaining unexercised shares are scheduled to vest quarterly beginning on November 15, 2026, subject to the option’s terms, as disclosed in the accompanying footnote.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Riley Janel
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026M1,667A$67.7946,695D
Class A Common Stock08/17/2026S(1)395D$307.3823(2)46,300D
Class A Common Stock08/17/2026S(1)332D$308.4585(3)45,968D
Class A Common Stock08/17/2026S(1)140D$309.6436(4)45,828D
Class A Common Stock08/17/2026S(1)180D$310.8156(5)45,648D
Class A Common Stock08/17/2026S(1)190D$311.6379(6)45,458D
Class A Common Stock08/17/2026S(1)160D$313.4053(7)45,298D
Class A Common Stock08/17/2026S(1)270D$314.4187(8)45,028D
Class A Common Stock08/18/2026S(1)267D$302.6209(9)44,761D
Class A Common Stock08/18/2026S(1)898D$303.8114(10)43,863D
Class A Common Stock08/18/2026S(1)1,216D$304.7656(11)42,647D
Class A Common Stock08/18/2026S(1)600D$306.5783(12)42,047D
Class A Common Stock08/18/2026S(1)500D$308.92(13)41,547D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Option (right to buy)$67.7908/17/2026M1,667 (14)08/06/2033Class A Common Stock1,667$071,668D
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 November 24, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.93 to $307.685, 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 (13) 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 $307.98 to $308.97, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.0575 to $309.795, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $310.285 to $311.24, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.375 to $311.93, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $312.76 to $313.735, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $314.215 to $314.49, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.41 to $303.31, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.485 to $304.385, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.59 to $305.00, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.12 to $307.085, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.57 to $309.32, inclusive.
14. The remaining shares subject to the option vest quarterly beginning on November 15, 2026.
Remarks:
/s/ Charlotte Bowe, by power of attorney08/19/2026
** Signature of Reporting PersonDate
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