[Form 4] Cloudflare, Inc. Class A common stock, par value $0.001 per share Insider Trading Activity

Rhea-AI Filing Summary

Thomas J. Seifert, Chief Financial Officer and director of Cloudflare, Inc. (NET), reported a withholding of 20,478 Class A shares on 08/15/2025 at a price of $195.38 per share to satisfy tax liabilities from the vesting of restricted stock units. After the withholding, the filing shows 221,072 Class A shares beneficially owned by the reporting person.

The Form 4 was signed by a power of attorney and filed on 08/19/2025. The filing lists this transaction as a routine tax-withholding disposition tied to RSU vesting.

Positive

• Transparent disclosure of insider transaction filed on Form 4 with role (CFO/director) and transaction details
• Transaction tied to RSU vesting, indicating compensation-related withholding rather than an open-market sale

Negative

• Reduction in reported Class A holdings by 20,478 shares, lowering the reporting person's stake to 221,072 shares

Insights

Financial Analyst

TL;DR: A routine RSU tax-withholding reduced the CFO's Class A holdings by 20,478 shares; this is typically neutral for valuation.

The transaction is described as a withholding to satisfy tax liability upon RSU vesting, not an open-market sale. The price listed ($195.38) likely reflects the per-share value used to calculate withholding. Because the change arises from compensation-related vesting, it does not indicate active divestment intent and has limited immediate signal about company performance. The remaining beneficial ownership is reported as 221,072 Class A shares.

Corporate Governance Expert

TL;DR: This disclosure reflects standard insider compliance with tax obligations tied to equity compensation.

The Form 4 clearly identifies the reporting person as CFO and director and documents use of withheld shares to meet tax obligations from RSU vesting. Filing by power of attorney is properly noted. This is a routine, compliance-driven transaction and does not reflect a change in board-level control or an unusual governance event based on the information provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SEIFERT THOMAS J

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

405 COMAL STREET

(Street)

AUSTIN TX 78702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		F(1)		20,478	D	$195.38	221,072	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Cloudflare (NET) insider Thomas J. Seifert report on Form 4?

The Form 4 reports that 20,478 Class A shares were withheld at $195.38 per share on 08/15/2025 to satisfy tax liabilities from RSU vesting, leaving 221,072 shares beneficially owned.

Why were shares withheld in this Form 4 filing for NET?

The filing states the shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units (RSUs).

Who signed and filed the Form 4 for Thomas J. Seifert?

The Form 4 was signed by /s/ Lindsey Cochran, by power of attorney and dated 08/19/2025.

Does this Form 4 indicate an open-market sale by the insider?

No. The filing identifies the transaction code and explanation as withholding to satisfy tax obligations from RSU vesting, not an open-market disposition.

What is the reporting person's role at Cloudflare listed on the form?

The reporting person is listed as a Director and Officer with the title Chief Financial Officer.