Hawkins Mark J 4

What Happened Mark J. Hawkins, a director of Cloudflare, reported two transactions: an automatic award of 842 restricted stock units (RSUs) on 2026-06-30 (grant recorded at $0) and an open‑market sale of 133 shares on 2026-07-01 at $249.00 per share, generating gross proceeds of $33,117. The RSU award is part of the company’s outside director compensation and vests subject to the plan schedule.

Key Details

• Sale: 133 shares sold on 2026-07-01 at $249.00/share — proceeds $33,117. (Open market sale.)
• Award: 842 RSUs granted on 2026-06-30 (recorded at $0); vesting occurs the earlier of June 30, 2027 or the day before the next annual meeting. (Footnote F1)
• The sale was executed under a prearranged Rule 10b5‑1 trading plan adopted by Hawkins on May 30, 2025. (Footnote F2)
• Shares owned after the transaction: not specified in this Form 4.
• Filing: Reported on 2026-07-02 (no late filing indicated based on reported dates).

Context Sales made under a Rule 10b5‑1 plan are typically preplanned and routine; the reported sale does not by itself indicate a change in the director’s view of the company. The RSU award is a standard annual director compensation grant and will vest in the future per the policy.