Cloudflare (NET) director trades stock via Rule 10b5-1 option exercise and sales

Rhea-AI Filing Summary

Cloudflare, Inc. disclosed that a director carried out option-related share transactions on 12/15/2025. The director acquired 2,520 shares of Class A common stock at $44.72 per share through the exercise of stock options.

On the same day, the director sold several small blocks of Class A shares in multiple trades at weighted average prices such as $196.8488 and $202.6515, under a Rule 10b5-1 trading plan adopted on May 28, 2025. After these transactions, the director directly owned 495,191 Class A shares and held 20,160 stock options that are fully vested and immediately exercisable.

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^*

Graham-Cumming John

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		2,520	A	$44.72	497,711	D
Class A Common Stock	12/15/2025		S(1)		552	D	$196.8488(2)	497,159	D
Class A Common Stock	12/15/2025		S(1)		166	D	$198.1898(3)	496,993	D
Class A Common Stock	12/15/2025		S(1)		569	D	$199.0261(4)	496,424	D
Class A Common Stock	12/15/2025		S(1)		542	D	$200.11(5)	495,882	D
Class A Common Stock	12/15/2025		S(1)		494	D	$201.0885(6)	495,388	D
Class A Common Stock	12/15/2025		S(1)		163	D	$202.0327(7)	495,225	D
Class A Common Stock	12/15/2025		S(1)		34	D	$202.6515(8)	495,191	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
Stock Option (right to buy)	$44.72	12/15/2025		M			2,520	(9)	02/13/2032	Class A Common Stock	2,520	$0	20,160	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 $196.52 to $197.355, 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 $197.56 to $198.515, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.56 to $199.54, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.56 to $200.435, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.56 to $201.55, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.565 to $202.455, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.60 to $202.725, inclusive.

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

Remarks:

	/s/ Chad Skinner, by power of attorney	12/16/2025
	** 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 stock activity at Cloudflare (NET) is reported in this filing?

A Cloudflare director exercised stock options to acquire 2,520 shares of Class A common stock at $44.72 per share and sold multiple small blocks of Class A shares on 12/15/2025.

How many Cloudflare (NET) stock options did the director exercise and at what price?

The director exercised stock options covering 2,520 shares of Class A common stock at an exercise price of $44.72 per share.

What Cloudflare (NET) share sales did the director make and at what prices?

The director sold several small lots of Class A common stock, including 552 shares at a weighted average price of $196.8488 and 34 shares at a weighted average price of $202.6515, as part of multiple transactions.

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

Yes. The filing states that the reported sale was made under a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025.

How many Cloudflare (NET) shares does the director own after these transactions?

After the reported transactions, the director directly owned 495,191 shares of Cloudflare Class A common stock.

What is the director’s remaining Cloudflare (NET) stock option position after the transactions?

Following the option exercise, the director held 20,160 stock options, and the shares subject to the option are described as fully vested and immediately exercisable.

Why are weighted average prices shown for the Cloudflare (NET) share sales?

The filing explains that the reported prices are weighted average prices for shares sold in multiple transactions, with detailed price ranges provided in the footnotes for each sale group.