NET Form 4: Seifert Exercises Options and Sells Shares Under 10b5-1 Plan
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) | 10,000 | $0.00 | -- |
| Exercise | Class B Common Stock | 10,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 10,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 10,000 | $0.00 | -- |
| Sale | Class A Common Stock | 1,600 | $185.3351 | $297K |
| Sale | Class A Common Stock | 1,100 | $186.5648 | $205K |
| Sale | Class A Common Stock | 2,300 | $187.8364 | $432K |
| Sale | Class A Common Stock | 3,549 | $188.6688 | $670K |
| Sale | Class A Common Stock | 4,073 | $189.6043 | $772K |
| Sale | Class A Common Stock | 12,762 | $190.5929 | $2.43M |
| Sale | Class A Common Stock | 4,017 | $191.5315 | $769K |
| Sale | Class A Common Stock | 10,711 | $192.7072 | $2.06M |
| Sale | Class A Common Stock | 543 | $193.6393 | $105K |
| Sale | Class A Common Stock | 900 | $194.7433 | $175K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. Shares subject to the option are fully vested and immediately exercisable. The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner. The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee. The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee. The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.
