Cloudflare insider files Form 4 with 10b5-1 sales disclosed

Rhea-AI Filing Summary

Cloudflare (NET) reported insider activity by its Chief Legal Officer on 11/03/2025 under a Rule 10b5-1 trading plan. The officer sold 955, 1,163, and 882 shares of Class A common stock at weighted average prices of $254.6648, $255.5833, and $256.4072, respectively. Following these sales, the officer beneficially owned 129,185 Class A shares directly.

The filing also shows option-related transactions coded “M,” reflecting 18,500 shares underlying an employee stock option at an exercise price of $2.04 and a conversion of Class B into Class A on a one-to-one basis, as permitted at the holder’s election.

Insider Trade Summary

Net Seller: 3,000 shares ($766,599)

Net Sell 5 txns

Insider Kramer Douglas James

Role Chief Legal Officer

Sold 3,000 shs ($767K)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	18,500	$0.00	--
Exercise	Class B Common Stock	18,500	$0.00	--
Sale	Class A Common Stock	955	$254.6648	$243K
Sale	Class A Common Stock	1,163	$255.5833	$297K
Sale	Class A Common Stock	882	$256.4072	$226K

Holdings After Transaction: Employee Stock Option (right to buy) — 30,519 shares (Direct); Class B Common Stock — 37,175 shares (Direct); Class A Common Stock — 131,230 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 November 25, 2024. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.15 to $255.1425, 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 (4) 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 $255.18 to $256.11, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.25 to $256.84, inclusive. Shares subject to the option are fully vested and immediately exercisable. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

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^*

Kramer Douglas James

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

900 19TH STREET NW, SUITE 375

(Street)

WASHINGTON DC 20006

(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 Legal Officer

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		S(1)		955	D	$254.6648(2)	131,230	D
Class A Common Stock	11/03/2025		S(1)		1,163	D	$255.5833(3)	130,067	D
Class A Common Stock	11/03/2025		S(1)		882	D	$256.4072(4)	129,185	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
Employee Stock Option (right to buy)	$2.04	11/03/2025		M			18,500	(5)	07/25/2027	Class B Common Stock(6)	18,500	$0	30,519	D
Class B Common Stock	(6)	11/03/2025		M		18,500		(6)	(6)	Class A Common Stock	18,500	$0	37,175	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 November 25, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.15 to $255.1425, 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 (4) 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 $255.18 to $256.11, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.25 to $256.84, inclusive.

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

6. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	11/05/2025
	** 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 insider transaction did Cloudflare (NET) disclose?

The Chief Legal Officer reported sales of Class A shares on 11/03/2025 pursuant to a Rule 10b5-1 trading plan.

How many Cloudflare (NET) shares were sold and at what prices?

Sales of 955, 1,163, and 882 shares at weighted average prices of $254.6648, $255.5833, and $256.4072, respectively.

How many shares did the officer hold after the reported transactions?

The officer beneficially owned 129,185 Class A shares directly after the reported transactions.

Was a trading plan used for these sales?

Yes. The sales were effected under a Rule 10b5-1 plan adopted on November 25, 2024.

Were there option exercises reported for Cloudflare (NET)?

Yes. An employee stock option with 18,500 underlying shares at an exercise price of $2.04 was involved (code “M”).

What is the Class B to Class A conversion noted?

Each Class B share is convertible into one Class A share at any time at the holder’s election, with no expiration date.