Was the Cloudflare (NET) share sale by Mark J. Hawkins pre-planned?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by Hawkins. Such pre-arranged plans schedule trades in advance, helping separate routine portfolio management from opportunistic, market-timed transactions by insiders.

Cloudflare (NYSE: NET) director sells 133 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. director Mark J. Hawkins sold a small portion of his stake in a pre-planned trade. On May 1, 2026, he completed an open-market sale of 133 shares of Class A common stock at $211.62 per share.

After this transaction, Hawkins directly owned 10,189 shares of Cloudflare stock. The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was scheduled in advance rather than timed in response to short-term market developments.

Insights

Small, pre-planned director sale with limited signal value.

Director Mark J. Hawkins sold 133 shares of Cloudflare, Inc. Class A common stock at $211.62 per share on May 1, 2026. He retained 10,189 shares afterward, so this represents only a minor trim of his position.

The transaction was carried out under a Rule 10b5-1 trading plan, adopted in advance. Such plans automate trades over time and are often used for routine diversification or liquidity, which generally reduces the informational weight of any single sale’s timing.

No derivative positions are listed in this filing, and there are no accompanying grants, exercises, or tax-withholding entries. Future company filings may provide broader context on his overall compensation and trading activity, but this specific sale appears routine and limited in scale.

Insider Trade Summary

Net Seller: 133 shares ($28,145)

Net Sell 1 txn

Insider Hawkins Mark J

Role null

Sold 133 shs ($28K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	133	$211.62	$28K

Holdings After Transaction: Class A Common Stock — 10,189 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

Shares sold: 133 shares Sale price: $211.62 per share Shares held after sale: 10,189 shares +1 more

4 metrics

Shares sold 133 shares Open-market sale on May 1, 2026

Sale price $211.62 per share Price for Class A common stock sold

Shares held after sale 10,189 shares Direct ownership after transaction

Net shares sold 133 shares Net change in buy/sell activity in this filing

Key Terms

Rule 10b5-1 trading plan, open-market sale, Form 4

3 terms

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 04:24 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^*

Hawkins Mark J

(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)
05/01/2026

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)
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	05/01/2026		S⁽¹⁾		133	D	$211.62	10,189	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)

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 30, 2025.

	/s/ Charlotte Bowe, by power of attorney	05/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cloudflare (NET) director Mark J. Hawkins do in this Form 4?

Mark J. Hawkins reported an open-market sale of 133 shares of Cloudflare Class A common stock. The shares were sold at $211.62 each, and he remained a direct owner of 10,189 shares after the transaction disclosed in this Form 4 filing.

At what price did Mark J. Hawkins sell Cloudflare (NET) shares?

He sold 133 Cloudflare Class A shares at $211.62 per share. This price reflects the execution level for the reported open-market transaction and is specific to the trade disclosed, not necessarily Cloudflare’s broader trading range on that date.

How many Cloudflare (NET) shares does Mark J. Hawkins hold after the sale?

Following the reported sale, Mark J. Hawkins directly owns 10,189 shares of Cloudflare Class A common stock. This post-transaction balance shows he retains a substantial position relative to the 133 shares sold in the disclosed open-market trade.

Does this Cloudflare (NET) Form 4 include any option exercises or derivatives?

No. The filing only reports a non-derivative transaction in Class A common stock: an open-market sale of 133 shares. The derivativeSummary section is empty, indicating no options, warrants, or other derivative transactions were reported in this particular Form 4.