Janel Riley - May 15, 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
Chief Accounting Officer
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
May 15, 2025
Transactions value $
-$1,138,447
Form type
4
Date filed
5/16/2025, 04:22 PM
Previous filing
Feb 19, 2025
Next filing
Aug 19, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Riley Janel Chief Accounting Officer C/O CLOUDFLARE, INC., 101 TOWNSEND STREET, SAN FRANCISCO /s/ Lindsey Cochran, by power of attorney 2025-05-16 0001979391

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Tax liability -$598K -3.87K -5.18% $154.49 70.9K May 15, 2025 Direct F1, F2
transaction NET Class A Common Stock Sale -$88.6K -579 -0.82% $152.96 70.3K May 16, 2025 Direct F3, F4
transaction NET Class A Common Stock Sale -$114K -740 -1.05% $154.06 69.5K May 16, 2025 Direct F3, F5
transaction NET Class A Common Stock Sale -$273K -1.76K -2.53% $155.42 67.8K May 16, 2025 Direct F3, F6
transaction NET Class A Common Stock Sale -$64K -410 -0.6% $156.12 67.4K May 16, 2025 Direct F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
F2 Includes 27 shares of Class A Common Stock acquired under the Issuer's employee stock purchase plan on May 9, 2025.
F3 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2024.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.705 to $153.32, 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 (4) through (7) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.77 to $154.56, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.05 to $156.03, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.08 to $156.22, inclusive.