Cloudflare (NYSE: NET) director’s trust sells 15,000 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare director Carl Ledbetter reported an indirect stock sale and updated holdings. A trust associated with Ledbetter sold 15,000 shares of Cloudflare Class A Common Stock at a weighted average price of $238.1198 per share on an open-market basis.

The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on February 14, 2025. After the transaction, the trust held 908,073 shares indirectly, while Ledbetter also held 19,599 shares directly, indicating the sale represented a small portion of his overall reported position.

Insider Trade Summary 10b5-1

Net Seller: 15,000 shares ($3,571,797)

Net Sell 2 txns

Insider Ledbetter Carl

Role null

Sold 15,000 shs ($3.57M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	15,000	$238.1198	$3.57M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 908,073 shares (Indirect, See footnote); Class A Common Stock — 19,599 shares (Direct, null)

Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.80 to $238.57, 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. 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

Shares sold: 15,000 shares Weighted average sale price: $238.1198 per share Sale price range: $237.80–$238.57 per share +4 more

7 metrics

Shares sold 15,000 shares Open-market sale of Class A Common Stock

Weighted average sale price $238.1198 per share Reported average for 15,000-share sale

Sale price range $237.80–$238.57 per share Range of individual trade prices

Indirect shares after sale 908,073 shares Held by Carl S. Ledbetter Trust after transaction

Direct shares after sale 19,599 shares Direct holdings following reported transactions

Plan adoption date February 14, 2025 Adoption date of Rule 10b5-1 trading plan

Trust date February 14, 2020 Date of Carl S. Ledbetter Trust

Key Terms

Rule 10b5-1 trading plan, weighted average price, Class A Common Stock, indirect ownership, +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"

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

indirect ownership financial

"total_shares_following_transaction": "908073.0000", "direct_or_indirect": "I""

trust financial

"The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020"

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 06:15 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^*

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)
05/05/2026

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	05/05/2026		S⁽¹⁾		15,000	D	$238.1198⁽²⁾	908,073	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)
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)

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 $237.80 to $238.57, 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.

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.

	/s/ Charlotte Bowe, by power of attorney	05/05/2026
	** 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 transaction did Cloudflare (NET) director Carl Ledbetter report?

Carl Ledbetter reported an indirect sale of 15,000 shares of Cloudflare Class A Common Stock. The shares were sold in an open-market transaction at a weighted average price of $238.1198 per share, executed under a pre-arranged Rule 10b5-1 trading plan.

At what prices were Carl Ledbetter’s Cloudflare (NET) shares sold?

The reported 15,000 Cloudflare shares were sold at a weighted average price of $238.1198. Individual trades occurred in multiple transactions at prices ranging from $237.80 to $238.57 per share, according to the disclosure’s pricing footnote.

How many Cloudflare (NET) shares does Carl Ledbetter hold after this transaction?

Following the reported sale, an associated trust held 908,073 Cloudflare Class A shares indirectly, and Ledbetter held 19,599 shares directly. The sale therefore represents a relatively small fraction of the total shares reported as owned after the transaction.

Was Carl Ledbetter’s Cloudflare (NET) stock sale part of a trading plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted on February 14, 2025. Such plans allow insiders to schedule trades in advance, helping separate routine portfolio management from discretionary market-timing decisions.

How are Carl Ledbetter’s indirect Cloudflare (NET) holdings structured?

The indirect holdings are held by the Carl S. Ledbetter Trust dated February 14, 2020. The filing notes that Ledbetter serves as a trustee of this trust, and the reported 15,000-share sale and 908,073-share post-transaction balance relate to this trust account.