Cloudflare (NET) Chief Legal Officer discloses Rule 10b5-1 stock sales

Rhea-AI Filing Summary

Cloudflare, Inc.’s Chief Legal Officer reported multiple open‑market sales of Class A common stock. On January 2, 2026, the officer sold blocks of shares at weighted average prices of $197.1032, $198.0256, $199.3135, and $199.8333, with the shares sold in each block executed across ranges from $196.52 up to $200.10 as described in the footnotes.

The transactions were coded as sales and were made under a Rule 10b5-1 trading plan that the reporting person adopted on November 25, 2024. Following these transactions, the officer reported continued beneficial ownership of Cloudflare Class A common stock, with the final reported balance at 104,101 shares held directly.

Insider Trade Summary

Net Seller: 9,000 shares ($1,786,861)

Net Sell 4 txns

Insider Kramer Douglas James

Role Chief Legal Officer

Sold 9,000 shs ($1.79M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,668	$197.1032	$526K
Sale	Class A Common Stock	1,440	$198.0256	$285K
Sale	Class A Common Stock	3,370	$199.3135	$672K
Sale	Class A Common Stock	1,522	$199.8333	$304K

Holdings After Transaction: Class A Common Stock — 110,433 shares (Direct)

Footnotes (1)

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2024. 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 $197.50, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.665 to $198.25, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.70 to $199.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.71 to $200.10, 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^*

Kramer Douglas James

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

900 19TH STREET NW, SUITE 375

(Street)

WASHINGTON DC 20006

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		S(1)		2,668	D	$197.1032(2)	110,433	D
Class A Common Stock	01/02/2026		S(1)		1,440	D	$198.0256(3)	108,993	D
Class A Common Stock	01/02/2026		S(1)		3,370	D	$199.3135(4)	105,623	D
Class A Common Stock	01/02/2026		S(1)		1,522	D	$199.8333(5)	104,101	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2024.

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 $197.50, 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 $197.665 to $198.25, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.70 to $199.69, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.71 to $200.10, inclusive.

Remarks:

	/s/ Chad Skinner, by power of attorney	01/06/2026
	** 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.

FAQ

What insider transaction did Cloudflare (NET) report in this filing?

The filing reports that Cloudflare’s Chief Legal Officer sold several blocks of Class A common stock on January 2, 2026 in open‑market transactions.

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

Yes. The filing states that the sale was effected under a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2024.

What prices did the Cloudflare (NET) shares sell for in this insider transaction?

The reported weighted average prices were $197.1032, $198.0256, $199.3135, and $199.8333, with underlying trade ranges from $196.52 to $200.10.

How many Cloudflare (NET) shares does the insider report owning after the trades?

After the reported sales, the officer reports beneficial ownership of 104,101 shares of Cloudflare Class A common stock held directly.

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

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

What type of SEC form is this Cloudflare (NET) insider report?

This is a Form 4 filing, which reports changes in the beneficial ownership of Cloudflare’s equity securities by an officer.