[Form 4] Cloudflare, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Carl Ledbetter, a director of Cloudflare, Inc. (NET), reported the sale of 19,599 shares of Class A common stock on 09/22/2025. The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ledbetter on 02/14/2025. The filing shows the sales occurred in multiple transactions at weighted-average prices reported in three groups: $223.3586, $224.2456, and $225.4559, with disclosed price ranges for each group. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which he serves as trustee. After the reported transactions, the filing shows 1,013,073 shares of Class A common stock beneficially owned indirectly.

Positive

• Sales executed under a Rule 10b5-1 trading plan, which indicates pre-scheduled, compliant transactions
• Clear disclosure of weighted-average prices and the trustee relationship for the shares

Negative

• Insider reduced indirect holdings by 19,599 Class A shares, decreasing the trust's reported stake to 1,013,073 shares

Insights

Financial Analyst

TL;DR: Routine insider sales under a pre-established 10b5-1 plan; neutral for fundamentals.

The Form 4 discloses that a director executed a series of sales totaling 19,599 Class A shares on 09/22/2025 under a Rule 10b5-1 plan adopted 02/14/2025. The reporting lists weighted-average prices for three sale groups and confirms the shares are held in the Carl S. Ledbetter Trust. These transactions are compliance-driven dispositions rather than open-market ad hoc trades, reducing indirect beneficial holdings to 1,013,073 shares. There is no information in the filing indicating company performance changes or material non-routine events that would alter Cloudflare's financial outlook.

Corporate Governance Expert

TL;DR: Governance appears compliant; disclosure is clear and cites a 10b5-1 plan.

The filing documents adherence to a Rule 10b5-1 trading plan and provides weighted-average price ranges and a trustee relationship for record ownership, which supports transparency. The signature by power of attorney is included. The filing does not disclose any changes to board status or other governance actions. From a disclosure and procedure standpoint, the Form 4 contains the expected information for scheduled insider sales.

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^*

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)
09/22/2025

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	09/22/2025		S(1)		7,715	D	$223.3586(2)	1,020,358	I	See footnote(3)
Class A Common Stock	09/22/2025		S(1)		5,799	D	$224.2456(4)	1,014,559	I	See footnote(3)
Class A Common Stock	09/22/2025		S(1)		1,486	D	$225.4559(5)	1,013,073	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 $222.885 to $223.8512, 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 $223.99 to $224.98, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.04 to $225.54, inclusive.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	09/22/2025
	** 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

When did Carl Ledbetter sell Cloudflare (NET) shares?

The sales occurred on 09/22/2025 as reported on the Form 4.

How many Class A shares did the reporting person sell in the Form 4?

The filing reports the disposition of 19,599 Class A shares.

Were the sales part of a planned trading arrangement for NET insider?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 02/14/2025.

How many Cloudflare shares does the Carl S. Ledbetter Trust beneficially own after the transactions?

The Form 4 reports 1,013,073 shares of Class A common stock beneficially owned indirectly after the reported transactions.

What price information is disclosed for the NET share sales?

The filing provides weighted-average prices by group: $223.3586, $224.2456, and $225.4559, with ranges noted for each group.