Graham-Cumming John 4

What Happened
John Graham‑Cumming, a director of Cloudflare (NET), exercised 2,520 stock options on Feb 9, 2026 at $44.72 per share (total exercise cost $112,694) and on the same day sold 2,520 shares in multiple open‑market transactions for aggregate proceeds of about $436,831 (weighted average sale ≈ $173.26/share). The filing shows the option shares are fully vested and immediately exercisable.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
• Exercise: 2,520 shares @ $44.72 = $112,694 (code M).
• Open‑market sales: 2,520 shares sold in several trades at prices ranging roughly $170.15–$175.44; total proceeds ≈ $436,831 (weighted avg ≈ $173.26).
• Net result: exercised 2,520 shares and sold 2,520 shares the same day (no post‑transaction holdings disclosed in this filing).
• Footnotes: sales were executed under a Rule 10b5‑1 trading plan adopted May 28, 2025; several footnotes report the exact price ranges and that option shares are fully vested/immediately exercisable.
• The filing does not report shares owned following the transactions.

Context

• This transaction involved exercising options (derivative exercise) and immediate open‑market sales the same day. That sequence is common when insiders exercise vested options and sell shares, but the filing itself only reports the transactions and associated amounts — it does not state motives.
• For retail investors, purchases can signal confidence while routine option exercises followed by sales are often for liquidity or tax/cost purposes; here the exercise cost was ~$112.7K and gross sale proceeds were ~$436.8K.