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  4. [Form 4] Cloudflare, Inc. Insider Trading Activity

Cloudflare (NYSE: NET) CLO exercises options, sells shares above $307

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported that its Chief Legal Officer, Alissa Michelle Starzak, exercised a Performance Stock Option for 3,333 shares of Class A Common Stock at an exercise price of $77.70 per share, with the option expiring on August 4, 2034. On August 17–18, 2026, she sold a total of 5,871 shares of Class A Common Stock in multiple open-market transactions at weighted average prices generally between the $307–$315 range. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on February 26, 2026. Following the option exercise, 86,666 shares remain subject to the option, which will continue to vest quarterly beginning on November 15, 2026.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Starzak Alissa Michelle
Role Chief Legal Officer
Sold 5,871 shs ($1.81M)
Approx. gross sale proceeds $1.81M
Approx. exercise cost $259K
Type Security Shares Price Value
Sale Class A Common Stock F1 2,538 $304.68 $773K
Exercise Performance Stock Option (right to buy) F8 3,333 $0.00 $0.00
Exercise Class A Common Stock 3,333 $77.70 $259K
Sale Class A Common Stock F1, F2 965 $307.5483 $297K
Sale Class A Common Stock F1, F3 585 $308.6578 $181K
Sale Class A Common Stock F1, F4 350 $309.5054 $108K
Sale Class A Common Stock F1, F5 274 $310.6161 $85K
Sale Class A Common Stock F1, F6 460 $311.7189 $143K
Sale Class A Common Stock F1, F7 300 $313.5983 $94K
Sale Class A Common Stock F1 399 $314.49 $125K
Holdings After Transaction: Performance Stock Option (right to buy) — 86,666 shares (Direct); Class A Common Stock — 112,082 shares (Direct)
Footnotes (8)
  1. F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2026.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.17 to $308.055, 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 (7) to this Form 4.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.19 to $308.99, inclusive.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.275 to $309.77, inclusive.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $310.29 to $311.065, inclusive.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.375 to $311.94, inclusive.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.325 to $313.735, inclusive.
  8. F8. The remaining shares subject to the option vest quarterly beginning on November 15, 2026.
Shares sold 5,871 shares Total Class A Common Stock sales reported across transactions on August 17–18, 2026
Option shares exercised 3,333 shares Performance Stock Option converted into Class A Common Stock on August 17, 2026
Option exercise price $77.70 per share Conversion or exercise price for the Performance Stock Option into Class A Common Stock
Representative sale price $307.5483 per share Weighted average price for a 965-share sale of Class A Common Stock
Highest reported sale price $314.4900 per share Weighted average price for a 399-share sale of Class A Common Stock
Remaining option shares 86,666 shares Shares still subject to the Performance Stock Option after the reported exercise
Option expiration August 4, 2034 Expiration date of the Performance Stock Option reported in the derivative transaction
10b5-1 plan adoption date February 26, 2026 Adoption date of the Rule 10b5-1 trading plan governing the reported sales
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"
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.
Performance Stock Option financial
"Performance Stock Option (right to buy) with an exercise price of $77.70 per share"
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold"
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.
vesting financial
"The remaining shares subject to the option vest quarterly beginning on November 15, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

What insider transactions did Cloudflare (NET) report for Alissa Michelle Starzak on this Form 4?
Cloudflare (NET) reported that Alissa Michelle Starzak exercised a Performance Stock Option for 3,333 shares at $77.70 per share and sold a total of 5,871 shares of Class A Common Stock in multiple open-market sales on August 17–18, 2026.

At what prices did Alissa Michelle Starzak sell Cloudflare (NET) shares in these transactions?
Alissa Michelle Starzak’s Cloudflare (NET) sales were executed at weighted average prices per trade, including specific trades at around $307.55, $308.66, $309.51, $310.62, $311.72, $313.60, and $314.49, with detailed price ranges disclosed in the footnotes.

How many Cloudflare (NET) options did Alissa Michelle Starzak exercise and at what strike price?
She exercised a Cloudflare (NET) Performance Stock Option covering 3,333 shares of Class A Common Stock at an exercise price of $77.70 per share. This exercise converted the derivative position into non-derivative shares as reported in the Form 4 transactions table.

Does Alissa Michelle Starzak still hold unvested options in Cloudflare (NET) after these transactions?
Yes. After the reported exercise, 86,666 shares remain subject to the Performance Stock Option for Cloudflare (NET). According to the filing, the remaining shares under this option will vest quarterly beginning on November 15, 2026.

Were the Cloudflare (NET) insider sales by Alissa Michelle Starzak under a Rule 10b5-1 plan?
Yes. The filing states that the sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Alissa Michelle Starzak on February 26, 2026. Such plans pre-arrange trades according to specified instructions, independent of later market conditions.

What is the expiration date of the Performance Stock Option reported for Cloudflare (NET)?
The Performance Stock Option reported for Cloudflare (NET) has an expiration date of August 4, 2034. The filing also notes that the remaining option shares will vest quarterly beginning on November 15, 2026, providing a long-dated equity incentive.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Starzak Alissa Michelle
(Last)(First)(Middle)
C/O CLOUDFLARE, INC.
900 19TH STREET NW, SUITE 375
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20006
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/17/2026M3,333A$77.7117,953D
Class A Common Stock08/17/2026S(1)965D$307.5483(2)116,988D
Class A Common Stock08/17/2026S(1)585D$308.6578(3)116,403D
Class A Common Stock08/17/2026S(1)350D$309.5054(4)116,053D
Class A Common Stock08/17/2026S(1)274D$310.6161(5)115,779D
Class A Common Stock08/17/2026S(1)460D$311.7189(6)115,319D
Class A Common Stock08/17/2026S(1)300D$313.5983(7)115,019D
Class A Common Stock08/17/2026S(1)399D$314.49114,620D
Class A Common Stock08/18/2026S(1)2,538D$304.68112,082D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Option (right to buy)$77.708/17/2026M3,333 (8)08/04/2034Class A Common Stock3,333$086,666D
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 February 26, 2026.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.17 to $308.055, 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 (7) 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 $308.19 to $308.99, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.275 to $309.77, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $310.29 to $311.065, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.375 to $311.94, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.325 to $313.735, inclusive.
8. The remaining shares subject to the option vest quarterly beginning on November 15, 2026.
Remarks:
/s/ Charlotte Bowe, by power of attorney08/19/2026
** Signature of Reporting PersonDate
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