Cloudflare CFO Seifert sells 12,500 shares

A separate 2,944-share withholding addressed tax liability tied to RSU vesting, while a trust held 92,337 shares.

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert exercised 12,500 performance stock options on October 19, 2026, at $44.72 per share, acquiring 12,500 Class A shares, and sold 12,500 shares that day in seven transactions under a Rule 10b5-1 trading plan adopted November 20, 2025. On October 15, 2,944 shares were withheld to satisfy tax liability tied to restricted stock unit vesting. The option position after exercise was 487,500 shares. The 2026 Seifert Grantor Retained Annuity Trust held 92,337 shares as of October 15, 2026, with Seifert serving as trustee.

Insider Trade Summary 10b5-1

Exercise and Sale: 12,500 shares ($3.19M approx. pre-tax spread)

Exercise and Sale 11 txns

Insider SEIFERT THOMAS J

Role Chief Financial Officer

Sold 12,500 shs ($3.74M)

Approx. gross sale proceeds $3.74M

Approx. exercise cost $559K

Approx. pre-tax spread $3.19M

Type	Security	Shares	Price	Value
Exercise	Performance Stock Option (right to buy) F11	12,500	$0.00	$0.00
Exercise	Class A Common Stock	12,500	$44.72	$559K
Sale	Class A Common Stock F2, F3	1,100	$297.2919	$327K
Sale	Class A Common Stock F2, F4	3,401	$298.3212	$1.01M
Sale	Class A Common Stock F2, F5	3,756	$299.3555	$1.12M
Sale	Class A Common Stock F2, F6	2,643	$300.3914	$794K
Sale	Class A Common Stock F2, F7	598	$301.9943	$181K
Sale	Class A Common Stock F2, F8	502	$303.2558	$152K
Sale	Class A Common Stock F2, F9	500	$304.15	$152K
Tax Withholding	Class A Common Stock F1	2,944	$316.32	$931K
holding	Class A Common Stock F10	--	--	--

Holdings After Transaction: Performance Stock Option (right to buy) — 487,500 contracts (Direct); Class A Common Stock — 104,958 shares (Direct); Class A Common Stock — 92,337 shares (Indirect, See footnote)

Footnotes (11)

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 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.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.84 to $297.75, 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 (9) to this Form 4.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.90 to $298.85, inclusive.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.93 to $299.92, inclusive.
6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.93 to $300.91, inclusive.
7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.55 to $302.29, inclusive.
8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.57 to $303.56, inclusive.
9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.91 to $304.48, inclusive.
10. F10. 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.
11. F11. 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, six of the nine stock price goals have been satisfied and the underlying shares vest as set forth above. The remaining three tranches, representing 277,500 shares subject to the Performance Stock Option, become eligible to vest upon achievement of the applicable Stock Price Goal.

Key Figures

Performance stock options exercised: 12,500 shares Option exercise price: $44.72 per share Class A shares sold: 12,500 shares +5 more

8 metrics

Performance stock options exercised 12,500 shares October 19, 2026

Option exercise price $44.72 per share Exercise on October 19, 2026

Class A shares sold 12,500 shares Seven transactions on October 19, 2026

Reported weighted-average sale prices $297.2919, $298.3212, $299.3555, $300.3914, $301.9943, $303.2558 and $304.1500 per share Seven sale transactions on October 19, 2026

Shares withheld for tax liability 2,944 shares October 15, 2026; in connection with restricted stock unit vesting

Performance option shares following exercise 487,500 shares Following the October 19, 2026 exercise

Trust-held Class A shares 92,337 shares Held by the 2026 Seifert Grantor Retained Annuity Trust as of October 15, 2026

Shares in remaining eligible option tranches 277,500 shares Three tranches subject to applicable Stock Price Goals

Key Terms

Performance Stock Option, Rule 10b5-1 trading plan, weighted average price, restricted stock units, +1 more

5 terms

Performance Stock Option financial

"shares subject to the Performance Stock Option"

Rule 10b5-1 trading plan financial

"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.

restricted stock units financial

"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.

Stock Price Goals financial

"achievement of certain stock price targets (the "Stock Price Goals")"

FAQ

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

What prices did NET CFO Thomas J. Seifert receive for his Cloudflare share sales?

Seifert sold 12,500 shares on October 19, 2026, in seven transactions with reported weighted-average prices of $297.2919, $298.3212, $299.3555, $300.3914, $301.9943, $303.2558 and $304.1500 per share. The sales were made under a Rule 10b5-1 trading plan adopted November 20, 2025.

What conditions apply to NET CFO Thomas J. Seifert's remaining performance options?

The remaining three tranches, representing 277,500 shares subject to the Performance Stock Option, become eligible to vest upon achievement of their applicable Stock Price Goals. Six of the nine goals had been satisfied as of October 19, 2026; after a goal is certified, 1/6 of its tranche vests and becomes exercisable on an issuer quarterly vesting date on or after certification.

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

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Available on EDGAR 10/19/2026 - 07:05 PM EDT Accepted by SEC EDGAR 10/19/2026 - 07:04 PM EDT Learn about SEC filing dates

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).

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 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)
10/15/2026

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	10/15/2026		F(1)		2,944	D	$316.32	104,958	D
Class A Common Stock	10/19/2026		M		12,500	A	$44.72	117,458	D
Class A Common Stock	10/19/2026		S(2)		1,100	D	$297.2919(3)	116,358	D
Class A Common Stock	10/19/2026		S(2)		3,401	D	$298.3212(4)	112,957	D
Class A Common Stock	10/19/2026		S(2)		3,756	D	$299.3555(5)	109,201	D
Class A Common Stock	10/19/2026		S(2)		2,643	D	$300.3914(6)	106,558	D
Class A Common Stock	10/19/2026		S(2)		598	D	$301.9943(7)	105,960	D
Class A Common Stock	10/19/2026		S(2)		502	D	$303.2558(8)	105,458	D
Class A Common Stock	10/19/2026		S(2)		500	D	$304.15(9)	104,958	D
Class A Common Stock								92,337	I	See footnote(10)

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
Performance Stock Option (right to buy)	$44.72	10/19/2026		M			12,500	(11)	02/13/2032	Class A Common Stock	12,500	$0	487,500	D

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 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.84 to $297.75, 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 (9) 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 $297.90 to $298.85, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.93 to $299.92, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.93 to $300.91, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.55 to $302.29, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.57 to $303.56, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.91 to $304.48, inclusive.

10. 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.

11. 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, six of the nine stock price goals have been satisfied and the underlying shares vest as set forth above. The remaining three tranches, representing 277,500 shares subject to the Performance Stock Option, become eligible to vest upon achievement of the applicable Stock Price Goal.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	10/19/2026
	** 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)