[Form 4] Cloudflare, Inc. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

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 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)
09/22/2025

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	09/22/2025		C		10,000	A	(1)	199,517	D
Class A Common Stock	09/22/2025		S(2)		1,000	D	$223.4891(3)	198,517	D
Class A Common Stock	09/22/2025		S(2)		600	D	$224.466(4)	197,917	D
Class A Common Stock	09/22/2025		S(2)		400	D	$226.2235(5)	197,517	D
Class A Common Stock	09/22/2025		S(2)		1,800	D	$227.1465(6)	195,717	D
Class A Common Stock	09/22/2025		S(2)		3,022	D	$228.2871(7)	192,695	D
Class A Common Stock	09/22/2025		S(2)		2,778	D	$229.3251(8)	189,917	D
Class A Common Stock	09/22/2025		S(2)		400	D	$229.9325(9)	189,517	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	09/22/2025		M			10,000	(10)	07/25/2027	Class B Common Stock(1)	10,000	$0	120,341	D
Class B Common Stock	(1)	09/22/2025		M		10,000		(1)	(1)	Class A Common Stock	10,000	$0	18,925	D
Class B Common Stock	(1)	09/22/2025		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(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)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(14)

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 $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.

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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

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

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

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

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

14. 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/ Lindsey Cochran, by power of attorney	09/22/2025
	** 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 did Cloudflare (NET) CFO Thomas Seifert report on Form 4?

He reported exercising an employee option for 10,000 shares and multiple sales of Class A common stock on 09/22/2025, reducing his direct holdings.

Were the sales by the reporting person pre-planned or discretionary?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 26, 2024.

How many Class A shares did the CFO own after the transactions?

Following the reported transactions, the CFO beneficially owned 189,517 Class A shares directly.

At what price range were the shares sold?

Weighted average prices for the disclosed sales fall within ranges spanning approximately $222.85 to $230.03 per share.

Does the reporting person retain other holdings indirectly?

Yes. Significant indirect holdings remain via Center Court Partners Ltd. and multiple Center Court trusts for which he serves as partner or trustee.