Cloudflare (NYSE: NET) CFO sells 10,000 shares after option exercise

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert reported exercising stock options and selling shares of the company’s stock. On January 20, 2026, he exercised 10,000 employee stock options and ultimately converted the resulting Class B shares into 10,000 shares of Class A Common Stock at an exercise price of $2.04 per share.

That same day, he sold 10,000 Class A shares in multiple transactions at weighted average prices ranging from about $175.70 to $181.98 under a Rule 10b5-1 trading plan adopted on November 26, 2024. After these transactions, he directly holds 137,486 shares of Class A Common Stock and 8,925 shares of Class B Common Stock

01/21/2026 - 05:13 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

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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)
01/20/2026

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	01/20/2026		C		10,000	A	(1)	147,486	D
Class A Common Stock	01/20/2026		S(2)		928	D	$176.2688(3)	146,558	D
Class A Common Stock	01/20/2026		S(2)		3,472	D	$177.1713(4)	143,086	D
Class A Common Stock	01/20/2026		S(2)		1,800	D	$178.0762(5)	141,286	D
Class A Common Stock	01/20/2026		S(2)		1,200	D	$179.4141(6)	140,086	D
Class A Common Stock	01/20/2026		S(2)		1,900	D	$180.0901(7)	138,186	D
Class A Common Stock	01/20/2026		S(2)		600	D	$181.2706(8)	137,586	D
Class A Common Stock	01/20/2026		S(2)		100	D	$181.98	137,486	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	01/20/2026		M			10,000	(9)	07/25/2027	Class B Common Stock(1)	10,000	$0	80,341	D
Class B Common Stock	(1)	01/20/2026		M		10,000		(1)	(1)	Class A Common Stock	10,000	$0	18,925	D
Class B Common Stock	(1)	01/20/2026		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(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(11)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(12)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(13)

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 $175.70 to $176.58, 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 (8) 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 $176.71 to $177.70, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.73 to $178.71, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.74 to $179.72, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.75 to $180.60, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.86 to $181.78, inclusive.

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

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

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

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

13. 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/ Chad Skinner, by power of attorney	01/21/2026
	** 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 insider transaction did Cloudflare (NET) CFO Thomas Seifert report?

Cloudflare’s Chief Financial Officer Thomas J. Seifert reported that on January 20, 2026, he exercised 10,000 employee stock options and converted the resulting Class B shares into 10,000 Class A Common Stock shares, then sold those 10,000 Class A shares in a series of market transactions.

How many Cloudflare (NET) shares did the CFO sell and at what prices?

On January 20, 2026, he sold 10,000 shares of Class A Common Stock in multiple trades. The reported weighted average sale prices ranged from about $175.70 to $181.98, with specific weighted averages including $176.2688, $177.1713, $178.0762, $179.4141, $180.0901, $181.2706, and a final sale at $181.98.

Was the Cloudflare CFO’s stock sale under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the sale reported in this Form 4 was carried out under a Rule 10b5-1 trading plan that Thomas J. Seifert adopted on November 26, 2024. Rule 10b5-1 plans pre-establish trading instructions for insiders.

How many Cloudflare (NET) shares does the CFO own after these transactions?

Following the reported transactions, Thomas J. Seifert directly owns 137,486 shares of Class A Common Stock and 8,925 shares of Class B Common Stock. In addition, footnotes state that Class B shares are also held of record by Center Court Partners Ltd. and three Center Court 2020 Trusts, for which he serves as partner or trustee.

What is the difference between Cloudflare Class A and Class B shares in this filing?

The filing states that each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock at the reporting person’s election and that the Class B shares reported have no expiration date. The transactions involve conversion of Class B into Class A before the sales.

What Cloudflare-related entities hold shares mentioned in the CFO’s Form 4?

Footnotes explain that certain shares are held of record by Center Court Partners Ltd. and by three trusts named Center Court 2020 Trust 1 UA 12/11/20, Center Court 2020 Trust 2 UA 12/11/20, and Center Court 2020 Trust 3 UA 12/11/20, for which Thomas J. Seifert serves as partner or trustee.