Cloudflare Executive's Strategic Stock Sale: CFO Offloads Shares Near All-Time Highs

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Form Type

Rhea-AI Filing Summary

Cloudflare CFO Thomas J. Seifert executed several transactions on June 20, 2025, as part of a pre-planned Rule 10b5-1 trading plan established on November 26, 2024:

Exercised 10,000 employee stock options at $2.04 per share, converting Class B shares to Class A common stock
Subsequently sold a total of 10,000 Class A shares in multiple transactions at weighted average prices ranging from $179.43 to $184.44 per share
Following these transactions, Seifert directly owns 241,550 Class A shares
Maintains indirect ownership of 383,300 shares through various entities: - 200,000 shares via Center Court Partners Ltd. - 183,300 shares across three Center Court 2020 Trusts (61,100 each)

The transactions were executed under an existing trading plan, suggesting these sales were part of a predetermined strategy rather than a reactive decision. All reported option shares were fully vested and exercisable at the time of the transaction.

Insider Trade Summary

Net Seller: 10,000 shares ($1,807,588)

Net Sell 14 txns

Insider SEIFERT THOMAS J

Role Chief Financial Officer

Sold 10,000 shs ($1.81M)

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	4,820	$179.4303	$865K
Sale	Class A Common Stock	1,436	$180.4437	$259K
Sale	Class A Common Stock	1,400	$181.8234	$255K
Sale	Class A Common Stock	1,644	$182.7518	$300K
Sale	Class A Common Stock	600	$183.6267	$110K
Sale	Class A Common Stock	100	$184.44	$18K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 150,341 shares (Direct); Class B Common Stock — 18,925 shares (Direct); Class A Common Stock — 251,550 shares (Direct); Class B Common Stock — 200,000 shares (Indirect, See footnote)

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 $179.09 to $180.04, 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 (7) 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 $180.09 to $181.02, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.20 to $182.17, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.20 to $183.18, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.26 to $184.17, 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/23/2025 - 05:15 PM

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
Estimated average burden
hours per response:			0.5

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

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)
06/20/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/20/2025		C		10,000	A	⁽¹⁾	251,550	D
Class A Common Stock	06/20/2025		S⁽²⁾		4,820	D	$179.4303⁽³⁾	246,730	D
Class A Common Stock	06/20/2025		S⁽²⁾		1,436	D	$180.4437⁽⁴⁾	245,294	D
Class A Common Stock	06/20/2025		S⁽²⁾		1,400	D	$181.8234⁽⁵⁾	243,894	D
Class A Common Stock	06/20/2025		S⁽²⁾		1,644	D	$182.7518⁽⁶⁾	242,250	D
Class A Common Stock	06/20/2025		S⁽²⁾		600	D	$183.6267⁽⁷⁾	241,650	D
Class A Common Stock	06/20/2025		S⁽²⁾		100	D	$184.44	241,550	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.04	06/20/2025		M			10,000	⁽⁸⁾	07/25/2027	Class B Common Stock⁽¹⁾	10,000	$0	150,341	D
Class B Common Stock	⁽¹⁾	06/20/2025		M		10,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	10,000	$0	18,925	D
Class B Common Stock	⁽¹⁾	06/20/2025		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	200,000		200,000	I	See footnote⁽⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	61,100		61,100	I	See footnote⁽¹⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	61,100		61,100	I	See footnote⁽¹¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	61,100		61,100	I	See footnote⁽¹²⁾

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 $179.09 to $180.04, 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 (7) 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 $180.09 to $181.02, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.20 to $182.17, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.20 to $183.18, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.26 to $184.17, inclusive.

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

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

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

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

12. 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	06/23/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many NET shares did CFO Thomas Seifert sell on June 20, 2025?

On June 20, 2025, CFO Thomas Seifert sold a total of 10,000 shares of NET Class A Common Stock in multiple transactions, with prices ranging from approximately $179.43 to $184.44 per share. The sales were broken down into several blocks: 4,820 shares at $179.43, 1,436 shares at $180.44, 1,400 shares at $181.82, 1,644 shares at $182.75, 600 shares at $183.63, and 100 shares at $184.44.

What was the stock price range for NET shares sold by the CFO in this Form 4?

The NET shares were sold in multiple transactions with prices ranging from $179.09 at the lowest to $184.44 at the highest. The weighted average prices for different blocks of shares were: $179.4303, $180.4437, $181.8234, $182.7518, $183.6267, and $184.44.

Was NET CFO Seifert's stock sale planned in advance?

Yes, the sale was planned in advance. According to the filing, the transaction was executed pursuant to a Rule 10b5-1 trading plan that was adopted by Thomas Seifert on November 26, 2024. Rule 10b5-1 plans are pre-scheduled trading plans used by insiders to avoid accusations of insider trading.

How many NET shares does Thomas Seifert own after this transaction?

After the reported transactions, Thomas Seifert directly owns 241,550 shares of Class A Common Stock. Additionally, he has indirect beneficial ownership of 383,300 shares through various trusts and partnerships: 200,000 shares through Center Court Partners Ltd. and 183,300 shares through three Center Court 2020 Trusts (61,100 shares each).

What options on NET stock does the CFO still hold?

Following the reported transactions, Thomas Seifert still holds 150,341 employee stock options with an exercise price of $2.04 that are fully vested and immediately exercisable. These options expire on July 25, 2027.