Form 4: Cloudflare CLO Sells Shares Under 10b5-1 Plan

Cloudflare's Chief Legal Officer, Douglas James Kramer, sold 3,000 shares of Class A Common Stock for approximately $591,900 on December 1, 2025, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Douglas James Kramer, Cloudflare's Chief Legal Officer, sold a total of 3,000 shares of Class A Common Stock on December 1, 2025.
• The sales were executed at weighted average prices ranging from $196.0246 to $197.7733 per share.
• The transactions were conducted pursuant to a Rule 10b5-1 trading plan established on November 25, 2024.
• Following these transactions, Kramer beneficially owns 113,101 shares of Cloudflare Class A Common Stock.

Sentiment

Score: 5

Explanation: A neutral score is assigned because while it is an insider sale, it was conducted under a pre-arranged 10b5-1 plan, which mitigates the negative signal typically associated with insider selling. It's a routine personal financial planning event rather than a reaction to new company-specific information.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by investors, as it reduces the insider's direct equity stake in the company.

Risks

• While the sale was pre-planned, significant or frequent insider selling, even under 10b5-1 plans, could potentially be interpreted by some investors as a lack of confidence in the company's long-term growth prospects, which could impact investor sentiment.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Cloudflare's future performance or strategic direction.

Industry Context

This insider transaction is a routine disclosure for publicly traded companies and does not inherently reflect broader industry trends. Sales under a 10b5-1 plan are common among executives for personal financial planning and diversification.

Related Party Transactions

• Douglas James Kramer, Chief Legal Officer of Cloudflare, Inc., sold shares of the company's Class A Common Stock. This is a direct transaction between an insider and the market.

Stakeholder Impact

• Shareholders: May view the insider sale with slight caution, though the 10b5-1 plan mitigates concerns about immediate sentiment. The overall impact is likely minimal given the pre-planned nature and relatively small percentage of total shares outstanding.

Key Dates

Recommendation

The insider sale by Cloudflare's Chief Legal Officer, Douglas James Kramer, was conducted under a pre-arranged Rule 10b5-1 trading plan. Such sales are typically for personal financial planning and diversification, rather than an indication of a change in the insider's view of the company's prospects. Therefore, this specific transaction alone does not provide a strong signal to alter an investment position, warranting a 'hold' recommendation based solely on this filing.

Keywords

Cloudflare, NET, Insider Trading, Form 4, Stock Sale, Douglas James Kramer, Chief Legal Officer, 10b5-1 Plan, Equity, SEC Filing