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

Cloudflare's Chief Accounting Officer, Janel Riley, sold a significant number of Class A Common Stock shares in November 2025, primarily through a pre-arranged 10b5-1 trading plan and for tax obligations.

Summary

• Janel Riley, Cloudflare's Chief Accounting Officer, reported transactions involving Class A Common Stock.
• On November 15, 2025, 3,874 shares were withheld to cover tax liabilities related to restricted stock unit (RSU) vesting, at a price of $210.6 per share.
• On November 18, 2025, a total of 3,488 shares were sold through multiple transactions under a Rule 10b5-1 trading plan adopted on February 18, 2025.
• Sale prices for the 10b5-1 plan transactions ranged from $188.89 to $199.94 per share, with weighted average prices provided for several larger blocks.
• Following these transactions, Janel Riley beneficially owns 56,144 shares of Class A Common Stock.
• The beneficial ownership also includes 17 shares acquired on November 7, 2025, under the Issuer's employee stock purchase plan.

Sentiment

Score: 5

Explanation: The transactions are routine insider sales for tax purposes and under a pre-arranged trading plan, which are generally not indicative of a strong positive or negative sentiment regarding the company's future prospects.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned disposition rather than an immediate reaction to new information.
• A portion of the shares were withheld to satisfy tax obligations related to RSU vesting, which is a common and expected event for executive compensation.
• The reporting person acquired 17 shares of Class A Common Stock under the company's employee stock purchase plan on November 7, 2025, demonstrating continued participation in employee ownership programs.

Negatives

• Janel Riley, Chief Accounting Officer, disposed of a total of 7,362 shares of Class A Common Stock in November 2025.
• The sales occurred at prices ranging from $188.89 to $210.6 per share, representing a reduction in her direct beneficial ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The sale by a Chief Accounting Officer could be perceived as a slight negative signal, though mitigated by the 10b5-1 plan and tax withholding. It reduces the officer's direct alignment with shareholders through equity ownership.

Key Dates

Recommendation

The reported transactions are routine insider sales, primarily for tax obligations and under a pre-arranged 10b5-1 trading plan. Such transactions typically do not signal a change in the company's fundamental outlook and therefore do not warrant a change in investment recommendation based solely on this filing.

Keywords

Cloudflare, NET, Insider Trading, Form 4, Stock Sale, Executive Compensation, 10b5-1 Plan, Chief Accounting Officer, Janel Riley