Cloudflare (NYSE: NET) director granted 842 RSUs, holds large trust stake

Rhea-AI Filing Summary

Cloudflare director Carl Ledbetter reported a new equity award and updated holdings. He received a grant of 842 shares of Class A Common Stock as a restricted stock unit award at a price of $0.00 per share, classified as a compensation-related acquisition. After this grant, he directly holds 20,441 shares of Class A Common Stock.

The award was issued under Cloudflare’s Outside Director Compensation Policy and will vest on the earlier of June 30, 2027 or the day before the company’s next annual stockholder meeting. Separately, 893,073 shares of Class A Common Stock are held indirectly through the Carl S. Ledbetter Trust dated February 14, 2020, for which Ledbetter serves as trustee.

Insights

Equity compensation analyst

Routine RSU grant to Cloudflare director, small relative to disclosed holdings.

Cloudflare director Carl Ledbetter received 842 Class A shares via a restricted stock unit award at $0.00 per share. This is classified as a grant or award, typical for outside director compensation and not an open-market purchase or sale.

The RSUs vest on the earlier of June 30, 2027 or the day before the next annual stockholder meeting, so value realization depends on continued board service and future share price. Following the grant, Ledbetter holds 20,441 shares directly and 893,073 shares indirectly through a trust, indicating the award is modest versus his overall reported position.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ledbetter Carl

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	842	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 20,441 shares (Direct, null); Class A Common Stock — 893,073 shares (Indirect, See footnote)

Footnotes (1)

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

Key Figures

RSU grant size: 842 shares Grant price: $0.00 per share Direct holdings after grant: 20,441 shares +2 more

5 metrics

RSU grant size 842 shares Restricted stock unit award of Class A Common Stock

Grant price $0.00 per share Price per share for RSU award

Direct holdings after grant 20,441 shares Class A Common Stock directly owned following transaction

Indirect trust holdings 893,073 shares Class A Common Stock held by Carl S. Ledbetter Trust

RSU vesting date June 30, 2027 Latest vesting date, or earlier if before next annual meeting

Key Terms

restricted stock unit, RSU, Outside Director Compensation Policy, trustee, +1 more

5 terms

restricted stock unit financial

"Represents an automatic annual restricted stock unit, or RSU, award issued"

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.

RSU financial

"Represents an automatic annual restricted stock unit, or RSU, award issued"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

Outside Director Compensation Policy financial

"award issued pursuant to the Issuer's Outside Director Compensation Policy"

trustee financial

"for which the reporting person serves as a trustee"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

indirect ownership financial

"The shares are held of record by the Carl S. Ledbetter Trust"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:22 PM Accepted by SEC EDGAR 07/02/2026 - 04:21 PM Learn about SEC filing dates

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^*

Ledbetter Carl

(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/30/2026		A		842(1)	A	$0	20,441	D
Class A Common Stock								893,073	I	See footnote(2)

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

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)

FAQ

What did Cloudflare (NET) director Carl Ledbetter report in this Form 4?

Carl Ledbetter reported receiving 842 shares of Cloudflare Class A Common Stock as a restricted stock unit award at $0.00 per share. The filing also updates his direct and indirect share holdings, including trust-held shares where he serves as trustee.

How many Cloudflare (NET) shares did Carl Ledbetter acquire in this transaction?

Carl Ledbetter acquired 842 shares of Cloudflare Class A Common Stock through a restricted stock unit award. This award is categorized as a grant or other acquisition, not an open-market purchase, and forms part of his overall equity compensation as an outside director.

When do Carl Ledbetter’s new Cloudflare RSUs vest?

The 842 restricted stock units vest on the earlier of June 30, 2027 or the day before Cloudflare’s next annual meeting of stockholders. This schedule ties the award’s vesting to both a fixed date and the company’s regular governance calendar.

How many Cloudflare shares does Carl Ledbetter hold directly after this Form 4?

After the reported award, Carl Ledbetter directly holds 20,441 shares of Cloudflare Class A Common Stock. This figure reflects his direct ownership position associated with the compensation-related grant reported in the Form 4 filing.

What indirect Cloudflare (NET) holdings were disclosed for Carl Ledbetter?

The filing shows 893,073 Cloudflare Class A shares held indirectly by the Carl S. Ledbetter Trust dated February 14, 2020. Ledbetter serves as trustee of this trust, and these shares are listed separately from his directly owned holdings.

Is Carl Ledbetter’s Form 4 transaction a buy or a sale of Cloudflare stock?

The Form 4 reflects a grant of 842 shares as a restricted stock unit award, not a market buy or sale. The transaction is coded as a grant or award acquisition, with no reported open-market purchase or disposition of shares.