Cloudflare Inc
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended March 31, 2025, the following officers and directors, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408:
On February 11, 2025, Matthew Prince, our Chief Executive Officer and Co-Chair of the Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 2,042,976 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until June 24, 2026, or earlier if all transactions under the trading arrangement are completed.
On February 14, 2025, Michelle Zatlyn, our President and Co-Chair of the Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 1,000,000 shares of our Class A common stock plus up to 76,871 shares of Class A common stock settled, net of taxes, following the vesting and settlement of RSUs. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to Ms. Zatlyn’s trading arrangement, can only be determined upon the occurrence of the future vesting events. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until June 18, 2026, or earlier if all transactions under the trading arrangement are completed.
On February 18, 2025, Janel Riley, our Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 7,087 shares of our Class A common stock settled, net of taxes, following the vesting and settlement of RSUs. The number of shares to be withheld, and therefore the exact number of shares to be sold pursuant to Ms. Riley’s trading arrangement, can only be determined upon the occurrence of the future vesting events. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 18, 2026, or earlier if all transactions under the trading arrangement are completed.
On February 14, 2025, Carl Ledbetter, amember of our Board of Directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 195,000 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until June 26, 2026, or earlier if all transactions under the trading arrangement are completed.
No other officers or directors, as defined in Rule 16a-1(f), adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, each as defined in Regulation S-K Item 408, during the last fiscal quarter.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.