Cloudflare director trades 2,520 shares in plan sale

Cloudflare, Inc. director John Graham-Cumming reported option exercises and share sales in Class A common stock.

Rhea-AI Filing Summary

Cloudflare, Inc. director John Graham-Cumming reported option exercises and share sales in Class A common stock. On July 6, 2026, he exercised stock options for 2,520 shares at an exercise price of $44.72 per share and reported open-market sales totaling 2,520 shares at weighted-average prices in the mid-$240s, executed in multiple trades.

The transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025. After these trades, he directly holds 494,909 shares of Cloudflare Class A common stock, indicating he retains a substantial equity position.

Insider Trade Summary 10b5-1

Exercise and Sale: 2,520 shares ($510K approx. pre-tax spread)

Exercise and Sale 8 txns

Insider Graham-Cumming John

Role Director

Sold 2,520 shs ($623K)

Approx. gross sale proceeds $623K

Approx. exercise cost $113K

Approx. pre-tax spread $510K

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	2,520	$0.00	$0.00
Exercise	Class A Common Stock	2,520	$44.72	$113K
Sale	Class A Common Stock	138	$245.5965	$34K
Sale	Class A Common Stock	940	$246.2828	$232K
Sale	Class A Common Stock	686	$247.4408	$170K
Sale	Class A Common Stock	562	$248.4438	$140K
Sale	Class A Common Stock	182	$249.3763	$45K
Sale	Class A Common Stock	12	$250.1475	$3K

Holdings After Transaction: Stock Option (right to buy) — 2,520 contracts (Direct); Class A Common Stock — 494,909 shares (Direct)

Footnotes (7)

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 May 28, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.825 to $245.82, inclusive. The reporting person undertakes to provide to 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 (6) 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 $245.85 to $246.84, 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 $246.995 to $247.9675, 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 $248.02 to $249.015, 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 $249.045 to $249.75, inclusive.
7. F7. Shares subject to the option are fully vested and immediately exercisable.

Key Figures

Shares sold: 2,520 shares Option exercise shares: 2,520 shares Option exercise price: $44.72 per share +3 more

6 metrics

Shares sold 2,520 shares Open-market sales of Class A Common Stock on July 6, 2026

Option exercise shares 2,520 shares Stock option exercise into Class A Common Stock

Option exercise price $44.72 per share Strike price of stock option exercised July 6, 2026

Post-transaction holdings 494,909 shares Direct Class A Common Stock held after reported transactions

Highest reported sale price $250.1475 per share One sale tranche price for Class A Common Stock

Lowest sale price range $244.825 per share Lower bound of one weighted-average sale price range

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (right to buy), Class A Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"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."

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

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.

Stock Option (right to buy) financial

"security_title: Stock Option (right to buy)"

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

How many Cloudflare (NET) shares did John Graham-Cumming sell in this Form 4?

John Graham-Cumming reported open-market sales totaling 2,520 Cloudflare Class A shares. These were executed in several trades at weighted-average prices in the mid-$240s, as detailed across multiple sale entries in the Form 4.

At what prices were the Cloudflare (NET) shares sold in this Form 4?

The reported sale prices range around the mid-$240s per share. Footnotes state the weighted-average prices reflect multiple trades with ranges including $244.825 to $249.75, with full trade-by-trade detail available on request from the reporting person.

What stock options did John Graham-Cumming exercise in Cloudflare (NET)?

He exercised a stock option for 2,520 shares of Cloudflare Class A common stock. The option carried an exercise price of $44.72 per share, was fully vested and immediately exercisable, and expires on February 13, 2032.

How many Cloudflare (NET) shares does John Graham-Cumming hold after these transactions?

After the reported trades, John Graham-Cumming directly holds 494,909 shares of Cloudflare Class A common stock. This post-transaction holding is disclosed in the Form 4 as his direct ownership following the July 6, 2026 transactions.

Was the Cloudflare (NET) share sale by John Graham-Cumming pre-planned?

Yes. A footnote explains the sale was effected under a Rule 10b5-1 trading plan. This plan was adopted on May 28, 2025, indicating the trades were scheduled in advance rather than being discretionary decisions at the time of sale.

What does transaction code M mean in this Cloudflare (NET) Form 4?

Transaction code M indicates an exercise or conversion of a derivative security. Here, it reflects John Graham-Cumming exercising a stock option for 2,520 shares of Cloudflare Class A common stock at a strike price of $44.72 per share.

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

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Available on EDGAR 07/07/2026 - 06:39 PM Accepted by SEC EDGAR 07/07/2026 - 06:38 PM Learn about SEC filing dates

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 CALIFORNIA 94107

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/06/2026		M		2,520	A	$44.72	497,429	D
Class A Common Stock	07/06/2026		S(1)		138	D	$245.5965(2)	497,291	D
Class A Common Stock	07/06/2026		S(1)		940	D	$246.2828(3)	496,351	D
Class A Common Stock	07/06/2026		S(1)		686	D	$247.4408(4)	495,665	D
Class A Common Stock	07/06/2026		S(1)		562	D	$248.4438(5)	495,103	D
Class A Common Stock	07/06/2026		S(1)		182	D	$249.3763(6)	494,921	D
Class A Common Stock	07/06/2026		S(1)		12	D	$250.1475	494,909	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	07/06/2026		M			2,520	(7)	02/13/2032	Class A Common Stock	2,520	$0	2,520	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 $244.825 to $245.82, inclusive. The reporting person undertakes to provide to 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 (6) 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 $245.85 to $246.84, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.995 to $247.9675, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.02 to $249.015, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.045 to $249.75, inclusive.

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

Remarks:

	/s/ Charlotte Bowe, by power of attorney	07/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)