Form 4: Cloudflare Director Sells $3 Million in Shares Under Pre-Arranged Trading Plan

Cloudflare Director Carl Ledbetter sold 15,000 shares of Class A Common Stock for approximately $3 million through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Carl Ledbetter, a Director of Cloudflare, Inc. (NET), sold a total of 15,000 shares of Class A Common Stock on July 28, 2025.
• The sales were executed in three separate transactions at weighted average prices ranging from $199.3645 to $200.9571 per share.
• The total value of the shares sold amounts to approximately $2,997,787.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ledbetter on February 14, 2025.
• Following these sales, Mr. Ledbetter beneficially owns 1,043,073 shares indirectly through the Carl S. Ledbetter Trust and 19,599 shares directly, totaling 1,062,672 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be perceived negatively, the fact that it was conducted under a pre-arranged Rule 10b5-1 plan mitigates concerns that it signals a lack of confidence in the company's future prospects.

Positives

• The sale was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on immediate, non-public information, which reduces concerns about insider sentiment.

Negatives

• A director's sale of shares, even if pre-planned, reduces their direct equity stake in the company.

Future Outlook

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

Industry Context

This filing reports an individual insider transaction and does not provide broader industry context or trends. It reflects a routine, pre-planned sale by a director of a technology company.

Related Party Transactions

• Shares are held indirectly by the Carl S. Ledbetter Trust dated February 14, 2020, for which the reporting person serves as a trustee.

Stakeholder Impact

• Shareholders may note the reduction in a director's equity stake, but the pre-planned nature of the sale under a Rule 10b5-1 plan suggests it is part of a personal financial management strategy rather than a reflection of company-specific concerns.

Key Dates

Keywords

Cloudflare, NET, Insider Sale, Form 4, Director, Stock Transaction, Rule 10b5-1, Equity, Shares