[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 of Cloudflare, Inc. (NET), reported a series of transactions on 08/20/2025. The filing shows acquisitions and multiple sales of Class A common stock effected under a Rule 10b5-1 trading plan adopted on November 26, 2024. The reporting person acquired 10,000 shares (exercise of employee stock option) and effected a separate purchase of 10,000 Class A shares, and sold a total of 41,555 Class A shares in multiple transactions at weighted-average prices ranging approximately from $184.90 to $195.34. After these transactions the reporting person beneficially owned 189,517 Class A shares directly.

The filing also discloses holdings of Class B common stock convertible one-for-one into Class A shares, including both direct and indirect holdings (several entries held by entities/trusts for which the reporting person serves as partner or trustee). The transactions were signed by power of attorney on 08/21/2025.

Positive

• Use of a Rule 10b5-1 trading plan (adopted November 26, 2024) provides clarity that sales were pre-planned
• Exercise of employee stock option for 10,000 shares indicates continued participation in equity compensation
• Clear disclosure of indirect holdings and convertibility of Class B to Class A shares via explicit footnotes

Negative

• Net reduction of direct Class A holdings by 41,555 shares, lowering direct ownership to 189,517 shares
• Multiple open-market sales at prices between approximately $184.90 and $195.34 could be viewed as reduced direct insider ownership

Insights

Financial Analyst

TL;DR: Routine insider stock sales under a 10b5-1 plan with option exercise; net holdings declined by 41,555 shares to 189,517.

The filing documents an option exercise and a contemporaneous programmed sell-off under a pre-established Rule 10b5-1 plan, which is a common liquidity mechanism for executives while minimizing insider trading concerns. The reporting person exercised an employee stock option for 10,000 shares and purchased another 10,000 Class A shares, then sold 41,555 Class A shares across multiple price points averaging between about $185 and $195. The net effect was a reduction in directly held Class A shares to 189,517. Holdings of Class B shares that are convertible one-for-one into Class A shares are also disclosed, including significant indirect interests held through entities and trusts, which increase the reporting person’s economic exposure beyond the direct Class A balance.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance practices—use of 10b5-1 plan and clear footnotes on indirect holdings and conversions.

The Form 4 includes detailed footnotes clarifying that Class B shares are convertible one-for-one and identifies record holders (Center Court entities/trusts) for which the reporting person serves as partner or trustee. The seller discloses the 10b5-1 plan adoption date (November 26, 2024) and provides weighted-average price ranges for the multiple trades, which enhances transparency. These disclosures meet expectations for an executive-level insider transaction filing and help investors understand both direct and indirect beneficial ownership.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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)
08/20/2025

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	08/20/2025		C		10,000	A	(1)	231,072	D
Class A Common Stock	08/20/2025		S(2)		1,600	D	$185.3351(3)	229,472	D
Class A Common Stock	08/20/2025		S(2)		1,100	D	$186.5648(4)	228,372	D
Class A Common Stock	08/20/2025		S(2)		2,300	D	$187.8364(5)	226,072	D
Class A Common Stock	08/20/2025		S(2)		3,549	D	$188.6688(6)	222,523	D
Class A Common Stock	08/20/2025		S(2)		4,073	D	$189.6043(7)	218,450	D
Class A Common Stock	08/20/2025		S(2)		12,762	D	$190.5929(8)	205,688	D
Class A Common Stock	08/20/2025		S(2)		4,017	D	$191.5315(9)	201,671	D
Class A Common Stock	08/20/2025		S(2)		10,711	D	$192.7072(10)	190,960	D
Class A Common Stock	08/20/2025		S(2)		543	D	$193.6393(11)	190,417	D
Class A Common Stock	08/20/2025		S(2)		900	D	$194.7433(12)	189,517	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
Employee Stock Option (right to buy)	$2.04	08/20/2025		M			10,000	(13)	07/25/2027	Class B Common Stock(1)	10,000	$0	130,341	D
Class B Common Stock	(1)	08/20/2025		M		10,000		(1)	(1)	Class A Common Stock	10,000	$0	18,925	D
Class B Common Stock	(1)	08/20/2025		C			10,000	(1)	(1)	Class A Common Stock	10,000	$0	8,925	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	150,000		150,000	I	See footnote(14)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(15)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(16)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(17)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.90 to $185.80, 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 (3) through (12) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.08 to $187.00, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.09 to $188.08, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.09 to $189.07, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.09 to $190.08, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.10 to $191.08, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.10 to $192.09, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.10 to $193.08, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.12 to $193.88, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.43 to $195.34, inclusive.

13. Shares subject to the option are fully vested and immediately exercisable.

14. The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.

15. The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.

16. The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.

17. The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	08/21/2025
	** 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 CFO Thomas J. Seifert report on Form 4 (NET)?

The Form 4 reports an option exercise of 10,000 shares, a separate purchase of 10,000 Class A shares, and sales totaling 41,555 Class A shares on 08/20/2025 under a Rule 10b5-1 plan.

How many Class A shares does Thomas Seifert beneficially own after the transactions?

After the reported transactions the filing shows 189,517 Class A shares beneficially owned directly.

Were the sales part of a trading plan or ad hoc trades?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 26, 2024, as disclosed in the filing.

What price range were the shares sold at?

The filing reports weighted-average prices with underlying trade price ranges approximately from $184.90 to $195.34 across the reported blocks.

Does the filing disclose convertible Class B holdings?

Yes. The Form 4 discloses multiple Class B common stock positions that are convertible one-for-one into Class A shares, including indirect holdings held by entities/trusts for which the reporting person serves as partner or trustee.