Was Mark J. Hawkins’s Cloudflare (NET) share sale part of a Rule 10b5-1 plan?

Yes. The Form 4 states that the 133-share sale by Mark J. Hawkins was effected under a Rule 10b5-1 trading plan. This pre-arranged plan was adopted on May 30, 2025, indicating the sale timing was scheduled in advance.

Cloudflare (NYSE: NET) director gets 842 RSUs and sells 133 shares

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. director Mark J. Hawkins reported a routine mix of equity compensation and share sales. He received a grant of 842 shares of Class A common stock as an automatic annual restricted stock unit award under the company’s Outside Director Compensation Policy. These RSUs vest on the earlier of June 30, 2027 or the day before the next annual meeting of stockholders.

Hawkins also completed an open-market sale of 133 Class A shares at a price of $249.00 per share. The sale was made pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on May 30, 2025, and left him holding 10,765 shares of Class A common stock directly.

Insider Trade Summary 10b5-1

Net Seller: 133 shares ($33,117)

Net Sell 2 txns

Insider Hawkins Mark J

Role null

Sold 133 shs ($33K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	133	$249.00	$33K
Grant/Award	Class A Common Stock	842	$0.00	--

Holdings After Transaction: Class A Common Stock — 10,765 shares (Direct, null)

Footnotes (1)

Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy. The RSUs vest on the earlier of (i) June 30, 2027 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025.

Key Figures

Shares sold: 133 shares Sale price: $249.00 per share RSU grant size: 842 shares +2 more

5 metrics

Shares sold 133 shares Open-market sale of Class A Common Stock

Sale price $249.00 per share Price for 133-share sale on Class A Common Stock

RSU grant size 842 shares Automatic annual restricted stock unit award

Shares held after transactions 10,765 shares Direct holdings of Class A Common Stock after reported trades

RSU vesting date June 30, 2027 Latest possible vesting date for 842 RSUs

Key Terms

restricted stock unit, Outside Director Compensation Policy, Rule 10b5-1 trading plan, Class A Common Stock

4 terms

restricted stock unit financial

"Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Outside Director Compensation Policy financial

"Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy."

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 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.

Class A Common Stock financial

"security_title": "Class A Common Stock""

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:17 PM Accepted by SEC EDGAR 07/02/2026 - 04:16 PM

FAQ

What insider transactions did Cloudflare (NET) director Mark J. Hawkins report?

Mark J. Hawkins reported receiving 842 restricted stock units and selling 133 shares of Cloudflare Class A common stock. The RSUs are director compensation, while the sale was an open-market transaction under a pre-arranged Rule 10b5-1 trading plan.

How many Cloudflare (NET) shares did Mark J. Hawkins sell and at what price?

Mark J. Hawkins sold 133 shares of Cloudflare Class A common stock. The shares were sold in an open-market transaction at a reported price of $249.00 per share, according to the Form 4 insider trading disclosure.

What equity award did Mark J. Hawkins receive from Cloudflare (NET)?

Mark J. Hawkins received an automatic annual award of 842 restricted stock units. The grant was made under Cloudflare’s Outside Director Compensation Policy and represents stock-based compensation rather than a cash transaction, according to the reported Form 4 filing details.

When will Mark J. Hawkins’s Cloudflare (NET) RSUs vest?

The 842 restricted stock units awarded to Mark J. Hawkins will vest on the earlier of June 30, 2027 or the day before Cloudflare’s next annual meeting of stockholders, creating a time-based vesting schedule tied to director service.

How many Cloudflare (NET) shares does Mark J. Hawkins hold after these transactions?

After the reported transactions, Mark J. Hawkins directly holds 10,765 shares of Cloudflare Class A common stock. This figure reflects his position following the 133-share sale and the 842-share restricted stock unit award disclosed in the Form 4.

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).

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^*

Hawkins Mark J

(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)
06/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/30/2026		A		842⁽¹⁾	A	$0	10,898	D
Class A Common Stock	07/01/2026		S⁽²⁾		133	D	$249	10,765	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an automatic annual restricted stock unit, or RSU, award issued pursuant to the Issuer's Outside Director Compensation Policy. The RSUs vest on the earlier of (i) June 30, 2027 or (ii) the day prior to the date of the Issuer's next annual meeting of stockholders.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2025.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR