Cloudflare (NET) director discloses planned Class A stock sales in Form 4

Rhea-AI Filing Summary

Cloudflare, Inc. director reports planned stock sales

A Cloudflare, Inc. director filed a Form 4 reporting several sales of Class A Common Stock made on December 29–30, 2025 under a pre-arranged Rule 10b5-1 trading plan adopted on February 14, 2025. On December 29, 2025, the reporting person sold 8,035 shares at a weighted average price of $201.3935 per share and 639 shares at a weighted average price of $202.3537 per share. On December 30, 2025, the reporting person sold 192 shares at a weighted average price of $201.2529 per share.

After these transactions, the reporting person beneficially owned 974,207 Class A shares indirectly through the Carl S. Ledbetter Trust dated February 14, 2020, and 19,599 Class A shares directly. The prices reported are weighted averages for multiple trades within the stated price ranges.

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

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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^*

Ledbetter Carl

(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)
12/29/2025

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	12/29/2025		S(1)		8,035	D	$201.3935(2)	975,038	I	See footnote(3)
Class A Common Stock	12/29/2025		S(1)		639	D	$202.3537(4)	974,399	I	See footnote(3)
Class A Common Stock	12/30/2025		S(1)		192	D	$201.2529(5)	974,207	I	See footnote(3)
Class A Common Stock								19,599	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

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 February 14, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.24 to $202.19, 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) and (4) through (5) to this Form 4.

3. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.26 to $202.50, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.24 to $201.285, inclusive.

Remarks:

	/s/ Chad Skinner, by power of attorney	12/30/2025
	** 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 in this Form 4?

The filing reports that a director of Cloudflare, Inc. sold Class A Common Stock in several transactions on December 29–30, 2025, as shown in Table I.

How many Cloudflare (NET) shares did the insider sell and at what prices?

The reporting person sold 8,035 shares at a weighted average price of $201.3935, 639 shares at $202.3537, and 192 shares at $201.2529 per share. Each price is a weighted average for multiple trades within specified ranges.

Was the Cloudflare (NET) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states that the sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

How many Cloudflare (NET) shares does the insider own after these transactions?

Following the reported sales, the reporting person beneficially owned 974,207 Class A shares indirectly and 19,599 Class A shares directly, as disclosed in Table I.

How are the indirectly owned Cloudflare (NET) shares held?

The indirectly owned shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee.

What do the weighted average prices in the Cloudflare (NET) Form 4 mean?

The filing explains that each reported price is a weighted average of multiple trades, with shares sold in price ranges such as $201.24 to $202.19 and other ranges detailed in the footnotes.

Is there any information about derivative securities for this Cloudflare (NET) insider?

Table II for derivative securities is included but shows no derivative transactions or holdings reported in the excerpt provided.