NET Form 4: CFO Seifert Exercises 10,000-Share Option and Executes 10b5-1 Sales
Rhea-AI Filing Summary
Cloudflare Chief Financial Officer Thomas J. Seifert reported a series of transactions on 09/22/2025 showing option exercise activity and multiple open-market sales. He exercised an employee stock option to acquire 10,000 shares at a $2.04 exercise price and, on the same day, sold multiple blocks of Class A common stock in transactions executed pursuant to a Rule 10b5-1 trading plan adopted November 26, 2024. The Form 4 shows a net reduction in direct beneficial ownership of Class A shares from 199,517 to 189,517 after the reported sales, with individual sale prices reported as weighted averages in the $222.85–$230.03 range. Several larger holdings remain indirectly held through entities and trusts for which he serves as partner or trustee.
Positive
- Option exercise executed: CFO exercised a $2.04 employee stock option to acquire 10,000 shares, indicating utilization of long-term compensation.
- Sales conducted under Rule 10b5-1 plan: Dispositions were executed pursuant to a written trading plan adopted 11/26/2024, which provides pre-clearance and reduces appearance of opportunistic trading.
Negative
- Net reduction in direct Class A holdings: Direct beneficial ownership decreased from 199,517 to 189,517 Class A shares after the reported sales on 09/22/2025.
- Material open-market sales: Multiple sales occurred at weighted average prices in the $222.85–$230.03 range, representing notable insider liquidity events on that date.
Insights
TL;DR: CFO exercised options and executed pre-planned sales, reducing direct Class A holdings by ~10,000 shares on 09/22/2025.
The reported exercise of a $2.04 option for 10,000 shares is routine for executive compensation and was immediately followed by sales under a documented Rule 10b5-1 plan, which helps insulate the transactions from accusations of opportunistic trading. The sales reduced direct Class A beneficial ownership from 199,517 to 189,517 shares with weighted average sale prices disclosed across a $222.85–$230.03 range. Material indirect holdings remain significant, held through Center Court entities and trusts, which limits the economic impact of these disposals on overall insider alignment.
TL;DR: Transactions were executed under a 10b5-1 plan, indicating pre-planned dispositions rather than opportunistic insider sales.
The filing documents that the disposals were effected pursuant to a 10b5-1 trading plan adopted on November 26, 2024, which is an important governance safeguard. While the CFO sold multiple tranches of Class A stock at market prices, the presence of an established written plan reduces governance concern. Significant indirect holdings remain in affiliated entities and trusts for which the reporting person serves as partner or trustee, preserving an ongoing interest in the company’s performance.
Insider Trade Summary
| 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 | 1,000 | $223.4891 | $223K |
| Sale | Class A Common Stock | 600 | $224.466 | $135K |
| Sale | Class A Common Stock | 400 | $226.2235 | $90K |
| Sale | Class A Common Stock | 1,800 | $227.1465 | $409K |
| Sale | Class A Common Stock | 3,022 | $228.2871 | $690K |
| Sale | Class A Common Stock | 2,778 | $229.3251 | $637K |
| Sale | Class A Common Stock | 400 | $229.9325 | $92K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
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 $222.85 to $223.81, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.14 to $224.95, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.75 to $226.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.75 to $227.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.79 to $228.78, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.80 to $229.74, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.86 to $230.03, 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.
