Were Carl Ledbetter’s Cloudflare (NET) share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on February 14, 2025. Such plans are pre‑arranged trading programs that schedule transactions in advance, reducing the significance of short‑term market timing in the reported sales.

Cloudflare (NYSE: NET) director Ledbetter sells 15,000 shares via trust plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. director Carl Ledbetter reported selling 15,000 shares of Class A Common Stock on June 1, 2026 through a series of open‑market transactions made under a pre‑arranged Rule 10b5‑1 trading plan.

The sold shares were held by the Carl S. Ledbetter Trust, for which he serves as trustee. After these sales, the trust’s indirect holdings were 905,473 shares, and he also reported 19,599 shares held directly, so only a small portion of his reported overall position was sold.

Insider Trade Summary 10b5-1

Net Seller: 15,000 shares ($3,690,929)

Net Sell 6 txns

Insider Ledbetter Carl

Role null

Sold 15,000 shs ($3.69M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,600	$243.9363	$634K
Sale	Class A Common Stock	4,851	$245.4371	$1.19M
Sale	Class A Common Stock	3,200	$246.7286	$790K
Sale	Class A Common Stock	4,249	$247.5211	$1.05M
Sale	Class A Common Stock	100	$248.31	$25K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 905,473 shares (Indirect, See footnote); Class A Common Stock — 19,599 shares (Direct, null)

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 February 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.50 to $244.40, 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) and (4) through (6) to this Form 4. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.02 to $246.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.075 to $246.935, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.08 to $248.00, inclusive.

Key Figures

Shares sold: 15,000 shares Price example 1: $248.3100 per share Price example 2: $245.4371 per share +4 more

7 metrics

Shares sold 15,000 shares Total Class A shares sold on June 1, 2026

Price example 1 $248.3100 per share Weighted average price for 100-share sale

Price example 2 $245.4371 per share Weighted average price for 4,851-share sale

Indirect holdings after sales 905,473 shares Trust holdings reported following transactions

Direct holdings after sales 19,599 shares Directly held shares reported as of June 1, 2026

Net share change -15,000 shares Net buy/sell direction across reported transactions

Number of sale entries 5 transactions Open-market sale records in this Form 4

Key Terms

Rule 10b5-1 trading plan, weighted average price, Class A Common Stock, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan financial

"The sale reported 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.

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.

Class A Common Stock financial

"security_title: Class A Common Stock for each transaction"

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.

open-market sale financial

"transaction_action: open-market sale for each non-derivative entry"

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.

indirect ownership financial

"ownership_type: indirect with nature of ownership See footnote"

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 04:10 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^*

Ledbetter Carl

(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)
06/01/2026

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	06/01/2026		S⁽¹⁾		2,600	D	$243.9363⁽²⁾	905,473	I	See footnote⁽³⁾
Class A Common Stock	06/01/2026		S⁽¹⁾		4,851	D	$245.4371⁽⁴⁾	900,622	I	See footnote⁽³⁾
Class A Common Stock	06/01/2026		S⁽¹⁾		3,200	D	$246.7286⁽⁵⁾	897,422	I	See footnote⁽³⁾
Class A Common Stock	06/01/2026		S⁽¹⁾		4,249	D	$247.5211⁽⁶⁾	893,173	I	See footnote⁽³⁾
Class A Common Stock	06/01/2026		S⁽¹⁾		100	D	$248.31	893,073	I	See footnote⁽³⁾
Class A Common Stock								19,599	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 February 14, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.50 to $244.40, 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) and (4) through (6) to this Form 4.

3. The shares are held of record by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.02 to $246.01, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.075 to $246.935, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.08 to $248.00, inclusive.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	06/02/2026
	** 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 Carl Ledbetter report in this Form 4?

Carl Ledbetter reported open‑market sales of 15,000 Cloudflare Class A shares. The transactions occurred on June 1, 2026 and were executed under a pre‑arranged Rule 10b5‑1 trading plan, according to the filing’s transaction data and accompanying footnotes.

At what prices were the Cloudflare (NET) shares sold in Ledbetter’s filing?

The 15,000 Cloudflare shares were sold at weighted average prices disclosed around the mid‑$240s per share. Individual transaction entries show prices such as $248.3100, $247.5211, $246.7286, $245.4371 and $243.9363 across several separate open‑market sales.

How many Cloudflare (NET) shares does Carl Ledbetter report owning after the sales?

After the June 1, 2026 transactions, the filing shows 905,473 Cloudflare Class A shares held indirectly by the Carl S. Ledbetter Trust and 19,599 shares held directly. These post‑transaction balances indicate the 15,000 shares sold represent a small fraction of his reported holdings.

Who technically held the Cloudflare (NET) shares sold in this Form 4?

The filing explains that the sold shares were held of record by the Carl S. Ledbetter Trust dated February 14, 2020. Carl Ledbetter serves as trustee of this trust, so the transactions are reported as indirect ownership sales associated with his role as a Cloudflare director.

How many separate sale transactions are shown in the Cloudflare (NET) Form 4?

The transaction summary shows five sale entries totaling 15,000 shares, plus one holding entry with no share change. Each sale entry lists Class A Common Stock, an open‑market sale code, share amount, price per share and updated indirect holdings after the respective transaction.