SANDELL SCOTT D 4

What Happened Scott D. Sandell, a director of Cloudflare, was granted 842 restricted stock units (RSUs) on June 30, 2026. The Form 4 reports the acquisition at a $0.00 purchase price (typical for RSU awards issued as compensation). This transaction is an award/compensation event (code A), not an open-market buy or sale.

Key Details

• Transaction date: 2026-06-30; Transaction type: Award/Grant (code A).
• Shares/units granted: 842 RSUs; reported acquisition price: $0.00.
• Vesting: RSUs vest on the earlier of (i) June 30, 2027 or (ii) the day prior to the issuer’s next annual meeting of stockholders (per filing footnote).
• Record ownership notes: some shares are held of record by the Blue Mountain Trust (dated April 29, 2019) and the Pendleton 2020 GRAT (dated December 21, 2020), for which Sandell serves as trustee.
• Shares owned after the transaction: not specified in the filing.
• Filing timeliness: Transaction period 2026-06-30; Form 4 filed 2026-07-02 (appears timely under standard Form 4 deadlines).

Context This is a routine director compensation award under Cloudflare’s Outside Director Compensation Policy; RSU grants are common non-cash compensation for board members and do not by themselves indicate a buy or sell decision in the market. The economic value to the director will depend on Cloudflare’s stock price at vesting.