Cloudflare NET Chief Accounting Officer files Form 4 insider trades

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported an insider transaction by its Chief Accounting Officer on a Form 4. On 11/15/2025, 3,874 shares of Class A Common Stock were disposed of using transaction code "F" to cover taxes due upon the vesting of restricted stock units. On 11/18/2025, the officer executed several open-market sales of Class A shares under a pre-arranged Rule 10b5-1 trading plan adopted on February 18, 2025, at weighted average prices including $188.89, $190.13 and in ranges from $194.91 to $199.23. After these transactions, the officer beneficially owned 56,144 shares of Cloudflare Class A Common Stock, which includes 17 shares acquired under the company’s employee stock purchase plan on November 7, 2025.

Insider Trade Summary

Net Seller: 3,488 shares ($685,418)

Net Sell 8 txns

Insider Riley Janel

Role Chief Accounting Officer

Sold 3,488 shs ($685K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	209	$188.89	$39K
Sale	Class A Common Stock	200	$190.13	$38K
Sale	Class A Common Stock	454	$195.5762	$89K
Sale	Class A Common Stock	904	$196.6747	$178K
Sale	Class A Common Stock	830	$197.666	$164K
Sale	Class A Common Stock	791	$198.8261	$157K
Sale	Class A Common Stock	100	$199.94	$20K
Tax Withholding	Class A Common Stock	3,874	$210.60	$816K

Holdings After Transaction: Class A Common Stock — 59,423 shares (Direct)

Footnotes (1)

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. Includes 17 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on November 7, 2025. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.91 to $195.805, 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 (4) through (7) 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 $196.10 to $197.04, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.275 to $198.0925, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.285 to $199.23, inclusive.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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 CA 94107

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/15/2025		F(1)		3,874	D	$210.6	59,632(2)	D
Class A Common Stock	11/18/2025		S(3)		209	D	$188.89	59,423	D
Class A Common Stock	11/18/2025		S(3)		200	D	$190.13	59,223	D
Class A Common Stock	11/18/2025		S(3)		454	D	$195.5762(4)	58,769	D
Class A Common Stock	11/18/2025		S(3)		904	D	$196.6747(5)	57,865	D
Class A Common Stock	11/18/2025		S(3)		830	D	$197.666(6)	57,035	D
Class A Common Stock	11/18/2025		S(3)		791	D	$198.8261(7)	56,244	D
Class A Common Stock	11/18/2025		S(3)		100	D	$199.94	56,144	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.

2. Includes 17 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on November 7, 2025.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.91 to $195.805, 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 (4) through (7) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.10 to $197.04, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.275 to $198.0925, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.285 to $199.23, inclusive.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	11/18/2025
	** 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.

FAQ

What insider activity did Cloudflare (NET) report in this Form 4?

The filing reports that Cloudflare’s Chief Accounting Officer disposed of 3,874 Class A shares on 11/15/2025 to cover RSU-related taxes and sold additional Class A shares in multiple open-market transactions on 11/18/2025 under a Rule 10b5-1 trading plan.

How many Cloudflare (NET) shares does the reporting officer own after the transactions?

Following the reported transactions, the officer beneficially owns 56,144 shares of Cloudflare Class A Common Stock, including 17 shares acquired through the employee stock purchase plan on November 7, 2025.

Why were 3,874 Cloudflare (NET) shares disposed of on 11/15/2025?

The 3,874 Class A shares disposed of on 11/15/2025 were withheld to satisfy the reporting person’s tax liability arising from the vesting of restricted stock units (RSUs).

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

Yes. The filing states that the sale activity reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2025.

What prices were Cloudflare (NET) shares sold for on 11/18/2025?

On 11/18/2025, Class A shares were sold at weighted average prices including $188.89, $190.13, and weighted averages within ranges such as $194.91 to $195.805, $196.10 to $197.04, $197.275 to $198.0925, and $198.285 to $199.23.

What is the reporting person’s role at Cloudflare (NET)?

The reporting person is an officer of Cloudflare, serving as the company’s Chief Accounting Officer.