Were the Cloudflare (NET) share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sale disclosed was effected under a Rule 10b5-1 trading plan. The reporting person adopted this trading plan on February 26, 2026, indicating the sale schedule was pre-arranged rather than newly decided.

Cloudflare CLO sells shares, exercises options

Cloudflare, Inc. Chief Legal Officer Alissa Michelle Starzak reported multiple transactions in Class A Common Stock.

Filing Impact

(Very High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Legal Officer Alissa Michelle Starzak reported multiple transactions in Class A Common Stock. On May 28, 2026, she sold a total of 16,243 shares in open-market transactions at weighted average prices ranging from about $213 to $218 per share under a Rule 10b5-1 trading plan adopted on February 26, 2026. She also exercised a performance stock option to acquire 10,001 shares at an exercise price of $77.70 per share. Following these trades, she held 118,395 shares of Class A Common Stock directly and 89,999 performance stock options remained outstanding, vesting quarterly beginning on August 15, 2026.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Starzak Alissa Michelle

Role Chief Legal Officer

Sold 16,243 shs ($3.51M)

Approx. gross sale proceeds $3.51M

Approx. exercise cost $777K

Type	Security	Shares	Price	Value
Exercise	Performance Stock Option (right to buy)	10,001	$0.00	$0.00
Exercise	Class A Common Stock	10,001	$77.70	$777K
Sale	Class A Common Stock	1,296	$213.30	$276K
Sale	Class A Common Stock	4,520	$215.0116	$972K
Sale	Class A Common Stock	3,264	$216.1169	$705K
Sale	Class A Common Stock	5,721	$217.2063	$1.24M
Sale	Class A Common Stock	1,442	$218.1346	$315K

Holdings After Transaction: Performance Stock Option (right to buy) — 89,999 contracts (Direct); Class A Common Stock — 118,395 shares (Direct)

Footnotes (6)

F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2026.
F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.505 to $215.41, 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 (5) to this Form 4.
F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.55 to $216.415, inclusive.
F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.71 to $217.66, inclusive.
F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.80 to $218.79, inclusive.
F6. The remaining shares subject to the option vest quarterly beginning on August 15, 2026.

Key Figures

Shares sold: 16,243 shares Sale prices: $213–$218 per share Option exercise shares: 10,001 shares +4 more

7 metrics

Shares sold 16,243 shares Total Class A Common Stock sold on May 28, 2026

Sale prices $213–$218 per share Weighted average price ranges from Form 4 footnotes

Option exercise shares 10,001 shares Shares acquired via performance stock option exercise

Option exercise price $77.70 per share Exercise price of performance stock option

Shares held after trades 118,395 shares Direct Class A Common Stock holdings after transactions

Remaining performance options 89,999 options Performance stock options outstanding after exercise

Option expiration August 4, 2034 Expiration date of the performance stock option grant

Key Terms

Rule 10b5-1 trading plan, weighted average price, Performance Stock Option (right to buy), Class A Common Stock, +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 February 26, 2026."

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.

Performance Stock Option (right to buy) financial

"Performance Stock Option (right to buy)"

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.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cloudflare (NET) executive Alissa Starzak report in this Form 4?

Alissa Starzak reported a combination of stock sales and an option exercise. She sold 16,243 Class A shares in open-market trades and exercised a performance stock option for 10,001 shares, updating her direct holdings and remaining option position.

How many Cloudflare (NET) shares did Alissa Starzak sell and at what prices?

She sold 16,243 Class A Common shares in several transactions. The weighted average prices ranged from about $213 to $218 per share, with detailed price ranges for each sale noted in weighted-average footnotes in the filing.

What option exercise did Alissa Starzak disclose for Cloudflare (NET)?

She exercised a performance stock option covering 10,001 shares of Class A Common Stock. The exercise price was $77.70 per share, converting derivative rights into actual shares while leaving a substantial performance option balance outstanding.

How many Cloudflare (NET) shares does Alissa Starzak hold after these transactions?

After the reported trades, she directly holds 118,395 shares of Cloudflare Class A Common Stock. This figure reflects the net effect of the same-day option exercise and subsequent open-market sales disclosed in the Form 4.

What performance stock options remain for Alissa Starzak at Cloudflare (NET)?

After exercising 10,001 options, 89,999 performance stock options remain outstanding. These options relate to Class A Common Stock and, according to a footnote, the remaining shares subject to the option vest quarterly beginning on August 15, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/01/2026 - 07:15 PM EDT

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^*

Starzak Alissa Michelle

(Last)

(First)

(Middle)

C/O CLOUDFLARE, INC.

900 19TH STREET NW, SUITE 375

(Street)

WASHINGTON

DISTRICT OF COLUMBIA

20006

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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	05/28/2026		M		10,001	A	$77.7	134,638	D
Class A Common Stock	05/28/2026		S⁽¹⁾		1,296	D	$213.3	133,342	D
Class A Common Stock	05/28/2026		S⁽¹⁾		4,520	D	$215.0116⁽²⁾	128,822	D
Class A Common Stock	05/28/2026		S⁽¹⁾		3,264	D	$216.1169⁽³⁾	125,558	D
Class A Common Stock	05/28/2026		S⁽¹⁾		5,721	D	$217.2063⁽⁴⁾	119,837	D
Class A Common Stock	05/28/2026		S⁽¹⁾		1,442	D	$218.1346⁽⁵⁾	118,395	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)	$77.7	05/28/2026		M			10,001	⁽⁶⁾	08/04/2034	Class A Common Stock	10,001	$0	89,999	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 February 26, 2026.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.505 to $215.41, 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 (5) 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 $215.55 to $216.415, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.71 to $217.66, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.80 to $218.79, inclusive.

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

Remarks:

	/s/ Charlotte Bowe, by power of attorney	06/01/2026
	** 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