Cloudflare (NET) CAO exercises 23,332 options and sells 23,332 shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Accounting Officer Janel Riley exercised a performance stock option for 23,332 shares of Class A common stock on March 5, 2026, then sold 23,332 shares at $190.00 per share in an open-market transaction executed under a Rule 10b5-1 trading plan adopted on November 24, 2025. Following these transactions, she held 56,791 shares of Class A common stock directly, and 76,668 shares remained subject to the performance stock option, which will continue to vest quarterly beginning on May 15, 2026.

Insider Trade Summary

Net Seller: 23,332 shares ($4,433,080)

Net Sell 3 txns

Insider Riley Janel

Role Chief Accounting Officer

Sold 23,332 shs ($4.43M)

Type	Security	Shares	Price	Value
Exercise	Performance Stock Option (right to buy)	23,332	$0.00	--
Exercise	Class A Common Stock	23,332	$67.79	$1.58M
Sale	Class A Common Stock	23,332	$190.00	$4.43M

Holdings After Transaction: Performance Stock Option (right to buy) — 76,668 shares (Direct); Class A Common Stock — 80,123 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 November 24, 2025. The remaining shares subject to the option vest quarterly beginning on May 15, 2026.

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Form 4 Insider Transactions: What Each Field Means →

03/06/2026 - 05:47 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^*

Riley Janel

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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)
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	03/05/2026		M		23,332	A	$67.79	80,123	D
Class A Common Stock	03/05/2026		S⁽¹⁾		23,332	D	$190	56,791	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)
Performance Stock Option (right to buy)	$67.79	03/05/2026		M			23,332	⁽²⁾	08/06/2033	Class A Common Stock	23,332	$0	76,668	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 November 24, 2025.

2. The remaining shares subject to the option vest quarterly beginning on May 15, 2026.

Remarks:

	/s/ Chad Skinner, by power of attorney	03/06/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cloudflare (NET) CAO Janel Riley report?

Cloudflare Chief Accounting Officer Janel Riley exercised a performance stock option for 23,332 Class A shares and sold 23,332 shares in an open-market transaction on March 5, 2026. Both transactions were reported as direct ownership events in this Form 4 filing.

At what price did Cloudflare (NET) CAO Janel Riley sell shares?

Janel Riley sold 23,332 shares of Cloudflare Class A common stock at $190.00 per share on March 5, 2026. The transaction was described as an open-market sale executed under a pre-established Rule 10b5-1 trading plan adopted on November 24, 2025.

How many Cloudflare (NET) shares does Janel Riley hold after the transactions?

After the reported transactions, Janel Riley directly owned 56,791 shares of Cloudflare Class A common stock. In addition, 76,668 shares remained subject to her performance stock option, which is scheduled to continue vesting quarterly beginning on May 15, 2026.

Was Cloudflare (NET) CAO Janel Riley’s sale under a Rule 10b5-1 plan?

Yes. The Form 4 notes that the sale of 23,332 Cloudflare Class A shares was effected under a Rule 10b5-1 trading plan adopted by Janel Riley on November 24, 2025. Such plans allow pre-arranged trading according to predetermined instructions.

What are the vesting terms of Janel Riley’s Cloudflare performance stock option?

The Form 4 states that 76,668 shares remain subject to Janel Riley’s performance stock option. These remaining shares are scheduled to vest quarterly, with vesting beginning on May 15, 2026, providing her with additional potential share exercises over future vesting dates.