Cloudflare (NET) CAO Janel Riley sells 6,814 shares after exercising options

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Accounting Officer Janel Riley reported a mix of option exercises, tax withholding, and open-market sales of Class A Common Stock. Riley exercised 3,333 performance stock options at $67.79 per share and, in connection with RSU vesting, had 4,134 shares withheld to cover tax liability. She then sold 3,333 shares at $196.95 and 3,481 shares at $193.32 in open-market transactions under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, she directly holds 49,163 shares, reflecting corrections to a prior grant and including shares acquired through the employee stock purchase plan. The remaining shares subject to the option vest quarterly beginning on August 15, 2026.

Insights

Routine option exercise, tax withholding, and planned sales with meaningful remaining stake.

Chief Accounting Officer Janel Riley exercised 3,333 performance stock options at a $67.79 strike and executed two open-market sales totaling 6,814 shares at prices near $195. These actions convert part of her equity awards into cash.

The filing shows 4,134 shares withheld to satisfy RSU-related tax liabilities, a non-market disposition that does not reflect a directional view on the stock. A footnote states the sales were made under a Rule 10b5-1 trading plan adopted on November 24, 2025, indicating the timing was pre-scheduled rather than opportunistic.

After these transactions, Riley directly owns 49,163 shares of Class A Common Stock, including 27 shares from the employee stock purchase plan. Another footnote clarifies that this total reflects a corrected grant size, and remaining option shares are scheduled to vest quarterly beginning August 15, 2026, preserving ongoing equity exposure.

Insider Trade Summary 10b5-1

Net Seller: 6,814 shares ($1,329,381)

Net Sell 5 txns

Insider Riley Janel

Role Chief Accounting Officer

Sold 6,814 shs ($1.33M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,481	$193.32	$673K
Exercise	Performance Stock Option (right to buy)	3,333	$0.00	--
Exercise	Class A Common Stock	3,333	$67.79	$226K
Tax Withholding	Class A Common Stock	4,134	$199.81	$826K
Sale	Class A Common Stock	3,333	$196.95	$656K

Holdings After Transaction: Class A Common Stock — 49,163 shares (Direct, null); Performance Stock Option (right to buy) — 73,335 shares (Direct, null)

Footnotes (1)

The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2025. Includes 27 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on May 8, 2026. Total reflects the accurate number of Class A Common Stock shares granted on February 6, 2026, updated to correct the prior filing due to an error in grant size valuation. Total securities beneficially owned has been updated accordingly. The remaining shares subject to the option vest quarterly beginning on August 15, 2026.

Key Figures

Open-market sale 1: 3,481 shares at $193.32 Open-market sale 2: 3,333 shares at $196.95 Option exercise: 3,333 shares at $67.79 +4 more

7 metrics

Open-market sale 1 3,481 shares at $193.32 Class A Common Stock sale on May 18, 2026

Open-market sale 2 3,333 shares at $196.95 Class A Common Stock sale on May 15, 2026

Option exercise 3,333 shares at $67.79 Performance stock option exercise on May 15, 2026

Tax withholding shares 4,134 shares at $199.81 Shares withheld for RSU tax liability

Post-transaction holdings 49,163 shares Class A Common Stock directly owned after transactions

Net shares sold 6,814 shares Net sell direction from transaction summary

Option expiration August 6, 2033 Performance stock option expiration date

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Performance Stock Option, tax liability, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Option financial

"Performance Stock Option (right to buy)"

tax liability financial

"The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs."

employee stock purchase plan financial

"Includes 27 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on May 8, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:51 PM

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^*

Riley Janel

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		M		3,333	A	$67.79	60,124	D
Class A Common Stock	05/15/2026		F⁽¹⁾		4,134	D	$199.81	55,990	D
Class A Common Stock	05/15/2026		S⁽²⁾		3,333	D	$196.95	52,644⁽³⁾⁽⁴⁾	D
Class A Common Stock	05/18/2026		S⁽²⁾		3,481	D	$193.32	49,163	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Option (right to buy)	$67.79	05/15/2026		M			3,333	⁽⁵⁾	08/06/2033	Class A Common Stock	3,333	$0	73,335	D

Explanation of Responses:

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2025.

3. Includes 27 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on May 8, 2026.

4. Total reflects the accurate number of Class A Common Stock shares granted on February 6, 2026, updated to correct the prior filing due to an error in grant size valuation. Total securities beneficially owned has been updated accordingly.

5. The remaining shares subject to the option vest quarterly beginning on August 15, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Charlotte Bowe, by power of attorney	05/19/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cloudflare (NET) CAO Janel Riley report?

Janel Riley reported exercising 3,333 performance stock options at $67.79, two open-market sales totaling 6,814 Class A shares around $195 per share, and a 4,134-share tax-withholding disposition tied to RSU vesting, all in Cloudflare Class A Common Stock.

How many Cloudflare (NET) shares did Janel Riley sell and at what prices?

Riley sold 3,333 Class A shares at $196.95 on May 15, 2026 and 3,481 shares at $193.32 on May 18, 2026. Both transactions are reported as open-market sales of Cloudflare Class A Common Stock under Form 4 data.

Were Janel Riley’s Cloudflare (NET) stock sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted on November 24, 2025. Such plans pre-schedule trades, making the timing more routine and less indicative of immediate sentiment about Cloudflare’s share price.

How many Cloudflare (NET) shares does Janel Riley own after these transactions?

Following the reported transactions, Riley directly holds 49,163 shares of Cloudflare Class A Common Stock. This total includes 27 shares acquired under the company’s employee stock purchase plan and reflects a corrected grant size from a prior equity award filing.

Why were 4,134 Cloudflare (NET) shares disposed of in Janel Riley’s Form 4?

The 4,134-share disposition is labeled with code F and a footnote explains the shares were withheld to satisfy Riley’s tax liability from RSU vesting. This tax-withholding mechanism is not an open-market sale and primarily fulfills payroll tax obligations on equity compensation.

What are the terms of Janel Riley’s exercised Cloudflare (NET) performance stock option?

The filing shows a performance stock option for 3,333 underlying Class A shares with a $67.79 exercise price and an expiration date of August 6, 2033. A footnote adds that remaining shares subject to this option vest quarterly starting on August 15, 2026.