Cloudflare (NYSE: NET) director exercises options and sells 2,520 shares

Rhea-AI Filing Summary

Cloudflare, Inc. director John Graham-Cumming exercised stock options for 2,520 shares of Class A common stock on March 2, 2026, converting options with a $0.0000 exercise price into shares at $44.7200 per share. He then sold 2,520 shares in a series of open-market transactions under a Rule 10b5-1 trading plan adopted on May 28, 2025, leaving his direct holdings unchanged at 495,191 Class A shares.

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

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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^*

Graham-Cumming John

(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)
03/02/2026

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	03/02/2026		M		2,520	A	$44.72	497,711	D
Class A Common Stock	03/02/2026		S(1)		112	D	$174.4326(2)	497,599	D
Class A Common Stock	03/02/2026		S(1)		447	D	$175.6566(3)	497,152	D
Class A Common Stock	03/02/2026		S(1)		234	D	$176.4935(4)	496,918	D
Class A Common Stock	03/02/2026		S(1)		296	D	$177.8078(5)	496,622	D
Class A Common Stock	03/02/2026		S(1)		432	D	$178.7147(6)	496,190	D
Class A Common Stock	03/02/2026		S(1)		474	D	$179.6893(7)	495,716	D
Class A Common Stock	03/02/2026		S(1)		525	D	$180.5548(8)	495,191	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
Stock Option (right to buy)	$44.72	03/02/2026		M			2,520	(9)	02/13/2032	Class A Common Stock	2,520	$0	12,600	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 May 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.135 to $174.66, 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 (8) 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 $175.15 to $176.115, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.175 to $176.91, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.21 to $178.195, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.215 to $179.19, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.25 to $180.235, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.25 to $180.86, inclusive.

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

	/s/ Chad Skinner, by power of attorney	03/03/2026
	** 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.
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FAQ

What insider transaction did Cloudflare (NET) director John Graham-Cumming report?

Cloudflare director John Graham-Cumming reported exercising options for 2,520 Class A shares and selling 2,520 shares on March 2, 2026. These open-market sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025, leaving his overall share count unchanged.

How many Cloudflare (NET) shares does John Graham-Cumming hold after this Form 4?

After the reported transactions, John Graham-Cumming directly holds 495,191 shares of Cloudflare Class A common stock. He exercised options for 2,520 shares and then sold 2,520 shares in multiple trades, so his net ownership level remained the same following the March 2, 2026 activity.

Were John Graham-Cumming’s Cloudflare (NET) share sales part of a 10b5-1 plan?

Yes. The sales disclosed in this Form 4 were executed under a Rule 10b5-1 trading plan adopted on May 28, 2025. Such plans allow insiders to pre-schedule trades, helping separate personal portfolio decisions from nonpublic information about Cloudflare’s business or prospects.

What prices were involved in John Graham-Cumming’s Cloudflare (NET) transactions?

The stock options had a $0.0000 exercise price and were converted into Class A shares valued at $44.7200 per share. Subsequent open-market sales covered 2,520 shares at weighted average prices, including trades at $174.4326 and $180.5548 per share across several transaction blocks.

Did John Graham-Cumming increase or decrease his Cloudflare (NET) stake?

His reported stake effectively stayed flat. He acquired 2,520 Class A shares via option exercise and then sold 2,520 shares in open-market transactions. After these March 2, 2026 trades, his direct holdings remained at 495,191 Cloudflare Class A common shares, showing no net ownership change.