Cloudflare CFO has 2,944 shares withheld for tax

Cloudflare’s CFO reported RSU-related tax withholding, with substantial direct and indirect shareholdings remaining.

Available on EDGAR 09/15/2026 - 07:08 PM EDT Accepted by SEC EDGAR 09/15/2026 - 07:07 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported that Chief Financial Officer Thomas J. Seifert had 2,944 shares of Class A common stock withheld on September 15, 2026 to satisfy tax liability arising from the vesting of restricted stock units. After this tax-withholding disposition, he held 107,902 shares directly and 92,337 shares indirectly through a 2026 Grantor Retained Annuity Trust.

Insider Trade Summary

Tax Withholding: 2,944 shares

Tax Withholding 1 txn

Insider SEIFERT THOMAS J

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	2,944	$327.23	$963K
Holding	Class A Common Stock F2	--	--	--

Holdings After Transaction: Class A Common Stock — 107,902 shares (Direct); Class A Common Stock — 92,337 shares (Indirect, See footnote)

Footnotes (2)

1. F1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
2. F2. The shares are held of record by the 2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026, for which the reporting person serves as trustee.

Key Figures

Shares withheld for tax liability: 2,944 shares Per-share value for withheld shares: $327.23 per share Direct holdings after transaction: 107,902 shares +1 more

4 metrics

Shares withheld for tax liability 2,944 shares Class A common stock withheld on September 15, 2026 for RSU-related tax

Per-share value for withheld shares $327.23 per share Valuation used for the 2,944 shares withheld on September 15, 2026

Direct holdings after transaction 107,902 shares CFO’s direct Cloudflare Class A holdings following the September 15, 2026 withholding

Indirect holdings via 2026 GRAT 92,337 shares Cloudflare Class A shares held by the 2026 Seifert Grantor Retained Annuity Trust

Key Terms

restricted stock units, Grantor Retained Annuity Trust, withheld to satisfy the reporting person's tax liability

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units, or RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Grantor Retained Annuity Trust financial

"held of record by the 2026 Seifert Grantor Retained Annuity Trust"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

withheld to satisfy the reporting person's tax liability financial

"The shares were withheld to satisfy the reporting person's tax liability"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cloudflare (NET) disclose for its CFO?

Cloudflare disclosed that CFO Thomas J. Seifert had 2,944 Class A shares withheld on September 15, 2026 to pay tax liability related to vesting restricted stock units, rather than through an open-market sale.

How many Cloudflare (NET) shares does the CFO hold directly after this Form 4?

After the reported tax-withholding transaction, CFO Thomas J. Seifert holds 107,902 shares of Cloudflare Class A common stock directly.

What indirect Cloudflare (NET) holdings does the CFO report on this Form 4?

The filing reports 92,337 shares of Cloudflare Class A common stock held indirectly through the 2026 Seifert Grantor Retained Annuity Trust, for which Thomas J. Seifert serves as trustee.

Was the Cloudflare (NET) CFO’s Form 4 transaction an open-market sale?

No. The Form 4 states the 2,944 shares were withheld to satisfy tax liability from RSU vesting, not sold in the open market.

At what value were the Cloudflare (NET) shares withheld for tax on the Form 4?

The 2,944 shares withheld for tax liability were valued at $327.23 per share in the Form 4 entry for September 15, 2026.

Does the Cloudflare (NET) Form 4 indicate use of a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes describe the transaction solely as tax withholding for RSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 TEXAS 78702

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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

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

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

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	09/15/2026		F(1)		2,944	D	$327.23	107,902	D
Class A Common Stock								92,337	I	See footnote(2)

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.

2. The shares are held of record by the 2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026, for which the reporting person serves as trustee.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	09/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)