Cloudflare (NYSE: NET) director sells shares and exercises stock options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. director John Graham-Cumming reported a combination of share sales and an option exercise in Class A common stock. On June 15, 2026, he executed open-market sales totaling 2,520 shares at weighted average prices reported between about $231.58 and $238.615 per share, in multiple transactions.

The sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025. He also exercised stock options for 2,520 shares at an exercise price of $44.72 per share, from options that are fully vested and immediately exercisable and scheduled to expire on February 13, 2032.

Following these transactions, Graham-Cumming directly holds 496,587 shares of Cloudflare Class A common stock and 5,040 stock options.

Insider Trade Summary 10b5-1

Net Seller: 2,520 shares ($594,595)

Net Sell 9 txns

Insider Graham-Cumming John

Role null

Sold 2,520 shs ($595K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,520	$0.00	--
Exercise	Class A Common Stock	2,520	$44.72	$113K
Sale	Class A Common Stock	44	$231.6005	$10K
Sale	Class A Common Stock	144	$233.4633	$34K
Sale	Class A Common Stock	748	$234.7992	$176K
Sale	Class A Common Stock	596	$235.7474	$141K
Sale	Class A Common Stock	430	$236.7593	$102K
Sale	Class A Common Stock	504	$238.0236	$120K
Sale	Class A Common Stock	54	$238.5189	$13K

Holdings After Transaction: Stock Option (right to buy) — 5,040 shares (Direct, null); Class A Common Stock — 496,587 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 May 28, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.58 to $231.625, 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 (8) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.145 to $233.97, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.29 to $235.27, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.30 to $236.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $236.335 to $237.265, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.485 to $238.44, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.49 to $238.615, inclusive. Shares subject to the option are fully vested and immediately exercisable.

Key Figures

Shares sold: 2,520 shares Sale price ranges: $231.58–$238.615 per share Options exercised: 2,520 shares +5 more

8 metrics

Shares sold 2,520 shares Open-market sales of Class A common stock on June 15, 2026

Sale price ranges $231.58–$238.615 per share Weighted average price ranges across multiple transactions

Options exercised 2,520 shares Stock options exercised into Class A common stock

Option exercise price $44.72 per share Exercise price for stock options exercised on June 15, 2026

Shares held after 496,587 shares Direct Class A common stock holdings following transactions

Options held after 5,040 options Remaining stock options outstanding after the reported exercise

Option expiration February 13, 2032 Expiration date for the stock options exercised and remaining

Rule 10b5-1 plan adoption May 28, 2025 Date the trading plan governing the sales was adopted

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (right to buy), Class A Common Stock

4 terms

Rule 10b5-1 trading plan financial

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 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.

weighted average price financial

"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.58 to $231.625, inclusive."

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.

Stock Option (right to buy) financial

"security_title: Stock Option (right to buy) with an exercise price of $44.7200 and expiration date of February 13, 2032."

Class A Common Stock financial

"Transactions involve Class A Common Stock, including open-market sales and shares underlying exercised options."

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.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 05:15 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^*

Graham-Cumming John

(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)
06/15/2026

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	06/15/2026		M		2,520	A	$44.72	496,587	D
Class A Common Stock	06/15/2026		S⁽¹⁾		44	D	$231.6005⁽²⁾	496,543	D
Class A Common Stock	06/15/2026		S⁽¹⁾		144	D	$233.4633⁽³⁾	496,399	D
Class A Common Stock	06/15/2026		S⁽¹⁾		748	D	$234.7992⁽⁴⁾	495,651	D
Class A Common Stock	06/15/2026		S⁽¹⁾		596	D	$235.7474⁽⁵⁾	495,055	D
Class A Common Stock	06/15/2026		S⁽¹⁾		430	D	$236.7593⁽⁶⁾	494,625	D
Class A Common Stock	06/15/2026		S⁽¹⁾		504	D	$238.0236⁽⁷⁾	494,121	D
Class A Common Stock	06/15/2026		S⁽¹⁾		54	D	$238.5189⁽⁸⁾	494,067	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)
Stock Option (right to buy)	$44.72	06/15/2026		M			2,520	⁽⁹⁾	02/13/2032	Class A Common Stock	2,520	$0	5,040	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 May 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.58 to $231.625, 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 (8) 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 $233.145 to $233.97, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.29 to $235.27, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.30 to $236.29, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $236.335 to $237.265, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.485 to $238.44, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $238.49 to $238.615, inclusive.

9. Shares subject to the option are fully vested and immediately exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Charlotte Bowe, by power of attorney	06/16/2026
	** 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) report for John Graham-Cumming?

Cloudflare director John Graham-Cumming reported open-market sales of 2,520 Class A shares and the exercise of stock options for 2,520 shares. All transactions occurred on June 15, 2026, and involve directly held shares and options.

How many Cloudflare (NET) shares did John Graham-Cumming sell and at what prices?

He sold 2,520 Cloudflare Class A shares in multiple open-market trades. Weighted average sale prices were reported in ranges between $231.58 and $238.615 per share, with detailed price breakdowns available upon request from the company or the SEC staff.

Did John Graham-Cumming’s Cloudflare (NET) sales occur under a Rule 10b5-1 plan?

Yes. The filing states the reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 28, 2025. Such plans pre-schedule trades, indicating these transactions were arranged in advance rather than timed at the insider’s discretion.

What stock options did John Graham-Cumming exercise at Cloudflare (NET)?

He exercised stock options covering 2,520 shares of Cloudflare Class A common stock at an exercise price of $44.72 per share. The options are fully vested, immediately exercisable, and are scheduled to expire on February 13, 2032, according to the filing.

How many Cloudflare (NET) shares and options does John Graham-Cumming hold after these transactions?

After the reported transactions, John Graham-Cumming directly holds 496,587 shares of Cloudflare Class A common stock. He also holds 5,040 stock options, as shown in the derivative securities section of the Form 4 insider trading report.

What does weighted average price mean in John Graham-Cumming’s Cloudflare (NET) Form 4?

Weighted average price means each reported sale price reflects multiple trades within a specified price range. The filing notes ranges like $231.58 to $231.625, and the insider undertakes to provide full trade-by-trade details to the issuer, shareholders, or SEC staff upon request.