Cloudflare (NYSE: NET) CAO keeps 45K shares after RSU tax withholding

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported that Chief Accounting Officer Janel Riley had 4,135 shares of Class A common stock withheld on 2026-08-15 to satisfy her tax liability related to vesting restricted stock units. This was a code F transaction (payment of taxes by share withholding), not an open-market sale. Following this event, she directly holds 45,028 shares of Cloudflare Class A common stock.

Insider Trade Summary

Net Seller: 4,135 shares

Net Sell 1 txn

Insider Riley Janel

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	4,135	$315.78	$1.31M

Holdings After Transaction: Class A Common Stock — 45,028 shares (Direct)

Footnotes (1)

1. F1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

Key Figures

Shares withheld for taxes: 4,135 shares Price per share for withholding: $315.78 Shares held after transaction: 45,028 shares +1 more

4 metrics

Shares withheld for taxes 4,135 shares Class A Common Stock withheld on 2026-08-15 for tax liability from RSU vesting

Price per share for withholding $315.78 Per-share value used for the 4,135 withheld shares in the code F transaction

Shares held after transaction 45,028 shares Direct ownership of Cloudflare Class A common stock by Janel Riley after the transaction

Exercise-price-or-tax-liability shares 4,135 shares Total shares reported under code F for payment of tax liability

Key Terms

restricted stock units, tax liability, withheld

3 terms

restricted stock units financial

"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.

tax liability financial

"withheld to satisfy the reporting person's tax liability in connection"

withheld financial

"The shares were withheld to satisfy the reporting person's tax liability"

FAQ

What insider transaction did Cloudflare (NET) disclose for Janel Riley?

Cloudflare (NET) disclosed that Chief Accounting Officer Janel Riley had 4,135 shares of Class A common stock withheld on 2026-08-15 to pay taxes from RSU vesting, leaving her with 45,028 shares held directly.

Was the recent Cloudflare (NET) Form 4 a market sale of shares?

No. The Form 4 shows a code F transaction where 4,135 shares were withheld to cover tax liability from RSU vesting, not a discretionary open-market sale, and Riley’s direct holdings now total 45,028 shares.

How many Cloudflare (NET) shares were withheld for taxes in the latest filing?

The filing reports that 4,135 shares of Cloudflare Class A common stock were withheld to satisfy Janel Riley’s tax liability arising from the vesting of restricted stock units on 2026-08-15.

What is Janel Riley’s Cloudflare (NET) shareholding after the Form 4 transaction?

After the reported tax-withholding transaction, Chief Accounting Officer Janel Riley directly holds 45,028 shares of Cloudflare Class A common stock, as stated in the Form 4’s post-transaction ownership figure.

What does transaction code F mean in the Cloudflare (NET) Form 4?

In this Cloudflare (NET) Form 4, code F indicates payment of tax liability by delivering or withholding securities. Here, 4,135 shares were withheld to cover taxes tied to vesting restricted stock units.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:59 PM Accepted by SEC EDGAR 08/18/2026 - 04:59 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^*

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)
08/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2026		F(1)		4,135	D	$315.78	45,028	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

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.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	08/18/2026
	** 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)