Cloudflare (NYSE: NET) CFO sells 55,000 shares after major option exercise
Rhea-AI Filing Summary
Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert reported an option exercise-and-sale on August 4, 2026. He exercised 55,000 shares under a Performance Stock Option at an exercise price of $44.7200 per share, receiving 55,000 shares of Class A Common Stock, and then sold 53,861 shares at a weighted average price of $300.2812 (with individual trades from $300.00 to $300.99) and 1,139 shares at $301.0000 per share. These sales were effected under a Rule 10b5-1 trading plan adopted on November 20, 2025.
The Performance Stock Option consists of nine tranches tied to stock price goals; as of this report, five goals have been achieved and 500,000 shares remain subject to the award, while four remaining tranches representing 333,000 shares will become eligible to vest upon achievement of additional stock price goals. An additional 92,337 Class A shares are held of record by the 2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026, for which Mr. Seifert serves as trustee.
Positive
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Insider Trade Summary 10b5-1
Exercise and Sale: 55,000 shares ($14.06M approx. pre-tax spread)
Exercise and Sale
5 txns
Insider
SEIFERT THOMAS J
Role
Chief Financial Officer
Sold
55,000 shs ($16.52M)
Approx. gross sale proceeds
$16.52M
Approx. exercise cost
$2.46M
Approx. pre-tax spread
$14.06M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Stock Option (right to buy) F4 | 55,000 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 55,000 | $44.72 | $2.46M |
| Sale | Class A Common Stock F1, F2 | 53,861 | $300.2812 | $16.17M |
| Sale | Class A Common Stock F1 | 1,139 | $301.00 | $343K |
| holding | Class A Common Stock F3 | -- | -- | -- |
Holdings After Transaction:
Performance Stock Option (right to buy) — 500,000 shares (Direct);
Class A Common Stock — 113,790 shares (Direct);
Class A Common Stock — 92,337 shares (Indirect, See footnote)
Footnotes (4)
- F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2025.
- F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.00 to $300.99, 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.
- F3. 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.
- F4. The shares subject to the Performance Stock Option are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals"). Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. As of the date of this report, five of the nine stock price goals have been satisfied and the underlying shares vest as set forth above. The remaining four tranches, representing 333,000 shares subject to the Performance Stock Option, become eligible to vest upon achievement of the applicable Stock Price Goal.
Key Figures
Options exercised: 55,000 shares
Exercise price: $44.7200 per share
Shares sold (weighted-average block): 53,861 shares at $300.2812
+4 more
7 metrics
Options exercised
55,000 shares
Performance Stock Option exercised on August 4, 2026 at $44.7200 per share
Exercise price
$44.7200 per share
Strike price of Performance Stock Option exercised for 55,000 shares
Shares sold (weighted-average block)
53,861 shares at $300.2812
Weighted average sale price; trades from $300.00 to $300.99 on August 4, 2026
Additional shares sold
1,139 shares at $301.0000
Open-market sale of Class A Common Stock on August 4, 2026
Remaining Performance Stock Option shares
500,000 shares
Shares still subject to the Performance Stock Option after the reported exercise
Unmet stock price goal tranches
333,000 shares
Shares in four remaining tranches that vest upon achieving future Stock Price Goals
Indirectly held shares
92,337 shares
Class A shares held by the 2026 Seifert Grantor Retained Annuity Trust
Key Terms
Rule 10b5-1 trading plan, weighted average price, Grantor Retained Annuity Trust, Performance Stock Option, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Grantor Retained Annuity Trust financial
"The shares are 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.
Performance Stock Option financial
"The shares subject to the Performance Stock Option are comprised of nine separate tranches"
Stock Price Goals financial
"tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals")"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transactions did Cloudflare (NET) CFO Thomas Seifert report on this Form 4?
Thomas Seifert reported exercising 55,000 Performance Stock Options at $44.7200 per share and receiving 55,000 Class A shares, then selling a total of 55,000 shares in open-market transactions on August 4, 2026, under a pre-arranged Rule 10b5-1 plan.
What stock options did the Cloudflare (NET) CFO exercise in this filing?
He exercised a Performance Stock Option covering 55,000 shares of Class A Common Stock at an exercise price of $44.7200 per share. These options are part of a larger performance award structured in nine tranches tied to specified stock price goals.
What Cloudflare (NET) equity interests does Thomas Seifert retain after these transactions?
After the reported exercise, 500,000 shares remain subject to Mr. Seifert’s Performance Stock Option, and 92,337 Class A shares are held of record by a 2026 Grantor Retained Annuity Trust for which he serves as trustee, in addition to any other holdings not detailed here.
How is the Cloudflare (NET) Performance Stock Option structured for the CFO?
The Performance Stock Option is divided into nine tranches, each tied to a stock price goal. Once a goal is certified, one-sixth of that tranche vests on each quarterly vesting date. Four remaining tranches representing 333,000 shares become eligible only upon meeting future stock price goals.