Form 4: Cloudflare Director Scott Sandell Reports Acquisition of Restricted Stock Units

Cloudflare, Inc. Director and 10% Owner Scott D. Sandell reported the acquisition of 1,172 Class A Common Stock shares through an automatic restricted stock unit award.

Summary

• Scott D. Sandell, a Director and 10% Owner of Cloudflare, Inc. (NET), reported a change in beneficial ownership.
• On June 5, 2025, Mr. Sandell acquired 1,172 shares of Class A Common Stock.
• This acquisition was an automatic annual restricted stock unit (RSU) award, issued pursuant to Cloudflare's Outside Director Compensation Policy.
• The RSUs vest on the earlier of June 5, 2026, or the day prior to the date of Cloudflare's next annual meeting of stockholders.
• Following this transaction, Mr. Sandell directly beneficially owns 10,536 shares of Class A Common Stock.
• Additionally, he indirectly beneficially owns 174,534 shares through the Blue Mountain Trust and 37,000 shares through the Pendleton 2020 GRAT, for which he is the trustee.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock units by a director, as part of an established compensation policy, generally indicates alignment of interests between management and shareholders and is a routine event.

Positives

• The acquisition of shares by a director aligns the director's interests with those of shareholders.
• The transaction is part of a pre-established compensation policy, indicating a structured approach to director remuneration.

Future Outlook

The acquired restricted stock units (RSUs) are set to vest on the earlier of June 5, 2026, or the day prior to Cloudflare's next annual meeting of stockholders.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 174,534 shares through the Blue Mountain Trust, dated April 29, 2019, where the reporting person is the trustee.
• Indirect beneficial ownership of 37,000 shares through the Pendleton 2020 GRAT dated December 21, 2020, where the reporting person is the trustee.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to equity compensation.

Next Steps

• Vesting of the 1,172 RSUs on the earlier of June 5, 2026, or the day prior to Cloudflare's next annual meeting of stockholders.

Key Dates

Recommendation

Keywords

Cloudflare, NET, Scott D. Sandell, Form 4, SEC filing, insider transaction, restricted stock units, RSU, director compensation, beneficial ownership