[Form 4] Cloudflare, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cloudflare director Mark J. Hawkins reported a sale of 1,000 shares of Class A common stock on 10/01/2025 at a price of $212.83 per share, leaving him with 11,990 shares held directly. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted by the reporting person on 05/30/2025. The Form 4 was signed by a power of attorney on behalf of the reporting person.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-established trading parameters
• Timely Form 4 disclosure filed to report the transaction
• Remaining direct ownership disclosed (11,990 shares) giving transparency on post-sale holdings

Negative

• Director reduced direct holdings by 1,000 shares
• Sale price $212.83 could be viewed by some investors as a liquidity event by insider

Insights

Financial Analyst

TL;DR: Director sold a small number of shares under a pre-established 10b5-1 plan; disclosure is routine and likely not material to valuation.

The sale of 1,000 shares at $212.83 reduced direct beneficial ownership to 11,990 shares. Because the transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on 05/30/2025, timing is pre-planned rather than opportunistic. For most investors, a director sale of this size is informational but not transformational given the remaining holding.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure and use of a 10b5-1 plan indicate governance controls are in place.

The Form 4 documents timely reporting and notes the 10b5-1 plan adoption date, which supports compliance with insider trading rules. The signature by power of attorney is standard practice for filings and does not, by itself, indicate governance issues. The single non-derivative sale reported is routine for executives or directors managing personal liquidity.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hawkins Mark J

(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)
10/01/2025

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	10/01/2025		S(1)		1,000	D	$212.83	11,990	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

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.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	10/01/2025
	** 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 did Cloudflare director Mark J. Hawkins disclose on the Form 4 (NET)?

He reported selling 1,000 shares of Class A common stock on 10/01/2025 at $212.83 per share, leaving 11,990 shares held directly.

Was the sale by the director part of a 10b5-1 trading plan?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 05/30/2025.

How many shares does Mark J. Hawkins own after the reported transaction?

11,990 shares of Class A common stock are reported as beneficially owned following the sale.

Who signed the Form 4 for the reporting person?

The form was signed by Lindsey Cochran by power of attorney on 10/01/2025 on behalf of the reporting person.

Does the Form 4 report any derivative transactions for Mark J. Hawkins?

No. The filing includes only a non-derivative sale of Class A common stock and no derivative securities were reported.