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

Cloudflare Director Carl Ledbetter sold 15,000 shares of Class A Common Stock on August 25, 2025, through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Carl Ledbetter, a Director of Cloudflare, Inc. (NET), executed sales of Class A Common Stock on August 25, 2025.
• A total of 15,000 shares were sold across three separate transactions.
• The sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Ledbetter on February 14, 2025.
• The shares were sold at weighted average prices ranging from $194.8508 to $196.5062 per share.
• Following these transactions, Mr. Ledbetter beneficially owns 1,028,073 shares of Class A Common Stock, held indirectly through the Carl S. Ledbetter Trust dated February 14, 2020, for which he serves as a trustee.

Sentiment

Score: 5

Explanation: The sale of shares by a director, while a reduction in direct ownership, was conducted under a pre-arranged 10b5-1 trading plan, which mitigates the negative signal typically associated with insider selling, making the sentiment neutral.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, which indicates a planned liquidity event rather than an opportunistic sale based on new, non-public information.

Negatives

• A director's reduction in direct share ownership, even if planned, can be perceived as a slight decrease in insider alignment with shareholder interests.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This is a routine insider transaction report and does not provide information directly related to broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: A director's planned sale of shares is a routine event that typically has minimal impact on shareholder sentiment, as it is not indicative of new company-specific information.

Key Dates

Recommendation

The sale of shares by Director Carl Ledbetter was executed under a pre-arranged Rule 10b5-1 trading plan, which was adopted several months prior to the transaction date. This indicates a planned liquidity event rather than a reaction to new, negative information about the company. While it represents a reduction in insider ownership, the pre-scheduled nature of the sale generally mitigates concerns about its implications for the company's immediate prospects. Investors should view this as a routine, pre-planned transaction and not a strong signal for a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Cloudflare, NET, Carl Ledbetter, Insider Sale, Form 4, 10b5-1 Plan, Director, Stock Transaction