Was John Graham-Cumming’s Cloudflare (NET) share sale under a 10b5-1 trading plan?

Yes. A footnote explains the sale reported in the Form 4 was effected under a Rule 10b5-1 trading plan adopted by John Graham-Cumming on May 28, 2025, indicating the sales followed a pre-established, discretionary trading arrangement.

Cloudflare (NYSE: NET) director exercises options, sells 2,520 shares in plan trade

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare director John Graham-Cumming reported option exercises and share sales in Cloudflare, Inc. Class A common stock. On February 9, 2026, he exercised stock options covering 2,520 shares at an exercise price of $44.72 per share, receiving fully vested, immediately exercisable shares.

That same day, he sold a total of 2,520 Class A shares in several open-market transactions under a Rule 10b5-1 trading plan adopted on May 28, 2025. The weighted average sale prices reported ranged from about $170.15 to $175.435 per share across multiple small blocks. After these transactions, he directly beneficially owned 495,191 shares of Cloudflare Class A common stock.

Insider Trade Summary

Net Seller: 2,520 shares ($436,831)

Net Sell 8 txns

Insider Graham-Cumming John

Role Director

Sold 2,520 shs ($437K)

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	32	$170.1538	$5K
Sale	Class A Common Stock	190	$171.9441	$33K
Sale	Class A Common Stock	851	$172.8542	$147K
Sale	Class A Common Stock	1,246	$173.7583	$217K
Sale	Class A Common Stock	177	$174.6052	$31K
Sale	Class A Common Stock	24	$175.42	$4K

Holdings After Transaction: Stock Option (right to buy) — 15,120 shares (Direct); Class A Common Stock — 497,711 shares (Direct)

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 $170.15 to $170.16, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.29 to $172.285, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.31 to $173.30, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.315 to $174.305, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.32 to $174.925, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.405 to $175.435, inclusive. Shares subject to the option are fully vested and immediately exercisable.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/11/2026 - 04:56 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

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)
02/09/2026

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)
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	02/09/2026		M		2,520	A	$44.72	497,711	D
Class A Common Stock	02/09/2026		S⁽¹⁾		32	D	$170.1538⁽²⁾	497,679	D
Class A Common Stock	02/09/2026		S⁽¹⁾		190	D	$171.9441⁽³⁾	497,489	D
Class A Common Stock	02/09/2026		S⁽¹⁾		851	D	$172.8542⁽⁴⁾	496,638	D
Class A Common Stock	02/09/2026		S⁽¹⁾		1,246	D	$173.7583⁽⁵⁾	495,392	D
Class A Common Stock	02/09/2026		S⁽¹⁾		177	D	$174.6052⁽⁶⁾	495,215	D
Class A Common Stock	02/09/2026		S⁽¹⁾		24	D	$175.42⁽⁷⁾	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)
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	02/09/2026		M			2,520	⁽⁸⁾	02/13/2032	Class A Common Stock	2,520	$0	15,120	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 $170.15 to $170.16, 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 $171.29 to $172.285, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.31 to $173.30, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.315 to $174.305, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.32 to $174.925, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.405 to $175.435, inclusive.

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

Remarks:

	/s/ Chad Skinner, by power of attorney	02/11/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cloudflare (NET) director John Graham-Cumming report?

Cloudflare director John Graham-Cumming reported exercising stock options for 2,520 Class A shares, then selling 2,520 shares in multiple open-market trades on February 9, 2026. These transactions were disclosed in a Form 4 insider filing with detailed prices and share amounts.

How many Cloudflare (NET) shares does John Graham-Cumming own after this Form 4?

After the reported transactions, John Graham-Cumming directly beneficially owned 495,191 shares of Cloudflare Class A common stock. This total reflects his February 9, 2026 option exercise for 2,520 shares and the same-day sale of 2,520 shares in several small open-market trades.

At what prices did John Graham-Cumming sell Cloudflare (NET) shares?

He sold 2,520 Cloudflare Class A shares in several trades at weighted average prices between about $170.1538 and $175.42 per share. Footnotes state the shares were sold in multiple transactions within narrow price ranges from $170.15 up to $175.435.

What was the exercise price of John Graham-Cumming’s Cloudflare (NET) stock options?

The stock options exercised on February 9, 2026 had an exercise price of $44.72 per share for 2,520 underlying Class A shares. Footnotes specify these option shares were fully vested and immediately exercisable at the time of the reported transaction.

What type of derivative security did John Graham-Cumming exercise in Cloudflare (NET)?

He exercised a stock option (right to buy) covering 2,520 shares of Cloudflare Class A common stock at an exercise price of $44.72 per share. After this exercise, he held 15,120 derivative securities, with the option expiring on February 13, 2032.