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Cloudflare, Inc.·4

Mar 3, 4:42 PM ET

Graham-Cumming John 4

4 · Cloudflare, Inc. · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Cloudflare (NET) Director John Graham‑Cumming Exercises Options, Sells 2,520 Shares

What Happened

  • John Graham‑Cumming, a director of Cloudflare (NET), exercised 2,520 stock options on March 2, 2026 at a strike price of $44.72 per share (total exercise cost $112,694) and sold the resulting 2,520 shares in multiple open‑market transactions that generated approximately $449,154 in gross proceeds. The filing also records a corresponding derivative conversion/disposition entry for 2,520 shares at $0.00; the optioned shares are fully vested and immediately exercisable (footnote F9).
  • This combination of exercise plus immediate sales is effectively a sell‑to‑cover or cashless outcome (exercise followed by sales), producing net proceeds after paying the exercise cost (and any taxes/fees).

Key Details

  • Transaction date: March 2, 2026; Form 4 filed March 3, 2026 (timely filing).
  • Option exercise: 2,520 shares @ $44.72 = $112,694 (code M).
  • Open‑market sales: 2,520 shares sold in multiple trades (codes S) for combined gross proceeds ≈ $449,154. Reported weighted average sale prices and ranges:
    • 112 shares: Wtd avg $174.43 (range $174.135–$174.66) (F2)
    • 447 shares: Wtd avg $175.66 (range $175.15–$176.115) (F3)
    • 234 shares: Wtd avg $176.49 (range $176.175–$176.91) (F4)
    • 296 shares: Wtd avg $177.81 (range $177.21–$178.195) (F5)
    • 432 shares: Wtd avg $178.71 (range $178.215–$179.19) (F6)
    • 474 shares: Wtd avg $179.69 (range $179.25–$180.235) (F7)
    • 525 shares: Wtd avg $180.55 (range $180.25–$180.86) (F8)
  • Sales were effected pursuant to a pre‑existing Rule 10b5‑1 trading plan adopted May 28, 2025 (F1).
  • Shares owned after the transactions are not specified in the provided excerpt of the filing.

Context

  • For retail investors: this is routine insider liquidity — the director exercised vested options and sold the resulting shares under a 10b5‑1 plan. The exercise (M) followed immediately by sales (S) commonly results in a cashless outcome; it does not by itself signal a change in company fundamentals.
  • The filing is timely and discloses the weighted‑average sale prices and price ranges; the optioned shares were fully vested and immediately exercisable (F9).

Insider Transaction Report

Form 4
Period: 2026-03-02
Cloudflare, Inc.NET
Graham-Cumming John
Director
Transactions
  • Exercise/Conversion

    Class A Common Stock

    2026-03-02$44.72/sh+2,520$112,694→ 497,711 total
  • Sale

    Class A Common Stock

    [F1][F2]
    2026-03-02$174.43/sh−112$19,536→ 497,599 total
  • Sale

    Class A Common Stock

    [F1][F3]
    2026-03-02$175.66/sh−447$78,519→ 497,152 total
  • Sale

    Class A Common Stock

    [F1][F4]
    2026-03-02$176.49/sh−234$41,299→ 496,918 total
  • Sale

    Class A Common Stock

    [F1][F5]
    2026-03-02$177.81/sh−296$52,631→ 496,622 total
  • Sale

    Class A Common Stock

    [F1][F6]
    2026-03-02$178.71/sh−432$77,205→ 496,190 total
  • Sale

    Class A Common Stock

    [F1][F7]
    2026-03-02$179.69/sh−474$85,173→ 495,716 total
  • Sale

    Class A Common Stock

    [F1][F8]
    2026-03-02$180.55/sh−525$94,791→ 495,191 total
  • Exercise/Conversion

    Stock Option (right to buy)

    [F9]
    2026-03-02−2,520→ 12,600 total
    Exercise: $44.72Exp: 2032-02-13→ Class A Common Stock (2,520 underlying)
Footnotes (9)
  • [F1]The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025.
  • [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.135 to $174.66, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (8) to this Form 4.
  • [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.15 to $176.115, inclusive.
  • [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.175 to $176.91, inclusive.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.21 to $178.195, inclusive.
  • [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.215 to $179.19, inclusive.
  • [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.25 to $180.235, inclusive.
  • [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.25 to $180.86, inclusive.
  • [F9]Shares subject to the option are fully vested and immediately exercisable.
Signature
/s/ Chad Skinner, by power of attorney|2026-03-03

Documents

1 file
  • 4
    form4-03032026_090329.xmlPrimary