Cloudflare (NET) director exercises options and sells Class A shares

Rhea-AI Filing Summary

Cloudflare, Inc. director reports stock option exercise and share sales. On 01/05/2026, the reporting person exercised a stock option for 2,520 Class A common shares at an exercise price of $44.72 per share, increasing directly held shares before sales.

That same day, the director sold multiple small blocks of Class A common stock, including 52 shares at $196.7977 and 871 shares at $198.5555, in a series of open‑market transactions at weighted average prices detailed in footnotes (2) through (9). After these transactions, the director directly beneficially owned 495,191 Class A shares and held 17,640 stock options. The filing notes that the sales were made under a Rule 10b5‑1 trading plan adopted on May 28, 2025.

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)
01/05/2026

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	01/05/2026		M		2,520	A	$44.72	497,711	D
Class A Common Stock	01/05/2026		S(1)		52	D	$196.7977(2)	497,659	D
Class A Common Stock	01/05/2026		S(1)		871	D	$198.5555(3)	496,788	D
Class A Common Stock	01/05/2026		S(1)		534	D	$199.3709(4)	496,254	D
Class A Common Stock	01/05/2026		S(1)		287	D	$200.7042(5)	495,967	D
Class A Common Stock	01/05/2026		S(1)		352	D	$201.7707(6)	495,615	D
Class A Common Stock	01/05/2026		S(1)		177	D	$202.923(7)	495,438	D
Class A Common Stock	01/05/2026		S(1)		86	D	$204.0026(8)	495,352	D
Class A Common Stock	01/05/2026		S(1)		161	D	$204.6561(9)	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	01/05/2026		M			2,520	(10)	02/13/2032	Class A Common Stock	2,520	$0	17,640	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 $196.33 to $197.215, 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 (9) 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 $198.02 to $199.005, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.02 to $199.84, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.12 to $201.075, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.32 to $202.315, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.41 to $203.28, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.41 to $204.39, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.415 to $204.81, inclusive.

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

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 Form 4?

The filing shows a Cloudflare, Inc. director exercised a stock option for 2,520 Class A common shares at $44.72 per share on 01/05/2026 and sold portions of the resulting holdings in several open‑market transactions the same day.

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

Following the reported option exercise and share sales on 01/05/2026, the director directly beneficially owned 495,191 shares of Cloudflare Class A common stock.

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

Yes. The explanation states that the sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by the reporting person on May 28, 2025, which is a preset plan for trading company stock.

At what prices did the Cloudflare (NET) director sell shares?

The director sold shares in multiple transactions at weighted average prices, including $196.7977, $198.5555, $199.3709, and higher amounts. Footnotes (2)–(9) state that the underlying trade prices ranged from $196.33 to $204.81 per share.

What Cloudflare (NET) derivative securities are still held by the director?

After the reported transactions, the director held 17,640 stock options (rights to buy Class A common stock) with an exercise price of $44.72 per share and an expiration date of 02/13/2032. These options are fully vested and immediately exercisable.

What is the relationship of the reporting person to Cloudflare (NET)?

The form identifies the reporting person’s relationship to Cloudflare, Inc. as a Director, with the Form 4 filed for one reporting person.