Cloudflare (NYSE: NET) CFO sells 41,557 shares after option exercise

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert reported a mix of option exercises, share conversions, and open-market sales. He exercised an employee stock option for 10,000 shares and converted 10,000 shares of Class B Common Stock into 10,000 shares of Class A Common Stock, all at a stated price of $0.0000 per share. He then sold a total of 41,557 shares of Class A Common Stock in multiple open‑market transactions, including 8,279 shares at $177.1821 and 8,133 shares at $191.1280 per share, under a Rule 10b5‑1 trading plan adopted on November 26, 2024. After these sales, he directly owned 105,930 shares of Class A Common Stock. The filing also notes that each share of Class B Common Stock is convertible into one share of Class A Common Stock and that additional Class B shares are held indirectly through Center Court entities where Seifert serves as partner or trustee.

Insider Trade Summary

Net Seller: 41,557 shares ($7,689,671)

Net Sell 25 txns

Insider SEIFERT THOMAS J

Role Chief Financial Officer

Sold 41,557 shs ($7.69M)

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	8,279	$177.1821	$1.47M
Sale	Class A Common Stock	4,700	$178.5281	$839K
Sale	Class A Common Stock	2,400	$179.5146	$431K
Sale	Class A Common Stock	1,900	$180.6797	$343K
Sale	Class A Common Stock	1,500	$181.816	$273K
Sale	Class A Common Stock	1,300	$182.5272	$237K
Sale	Class A Common Stock	1,000	$183.7783	$184K
Sale	Class A Common Stock	700	$185.0912	$130K
Sale	Class A Common Stock	500	$186.0968	$93K
Sale	Class A Common Stock	200	$187.385	$37K
Sale	Class A Common Stock	300	$188.7733	$57K
Sale	Class A Common Stock	2,613	$190.3487	$497K
Sale	Class A Common Stock	8,133	$191.128	$1.55M
Sale	Class A Common Stock	4,771	$192.1801	$917K
Sale	Class A Common Stock	2,766	$193.1234	$534K
Sale	Class A Common Stock	395	$194.0468	$77K
Sale	Class A Common Stock	100	$195.19	$20K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 70,341 shares (Direct); Class B Common Stock — 18,925 shares (Direct); Class A Common Stock — 127,009 shares (Direct); Class B Common Stock — 150,000 shares (Indirect, See footnote)

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 $176.93 to $177.88, 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 (18) 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 $178.01 to $178.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.07 to $179.98, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.17 to $181.12, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.22 to $182.19, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.23 to $182.88, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.27 to $184.05, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.67 to $185.48, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.82 to $186.64, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.33 to $187.44, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.49 to $188.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.67 to $190.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.67 to $191.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.70 to $192.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.70 to $193.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.71 to $194.33, 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.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 07:47 PM

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

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)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/20/2026		C		10,000	A	⁽¹⁾	127,009	D
Class A Common Stock	02/20/2026		S⁽²⁾		8,279	D	$177.1821⁽³⁾	118,730	D
Class A Common Stock	02/20/2026		S⁽²⁾		4,700	D	$178.5281⁽⁴⁾	114,030	D
Class A Common Stock	02/20/2026		S⁽²⁾		2,400	D	$179.5146⁽⁵⁾	111,630	D
Class A Common Stock	02/20/2026		S⁽²⁾		1,900	D	$180.6797⁽⁶⁾	109,730	D
Class A Common Stock	02/20/2026		S⁽²⁾		1,500	D	$181.816⁽⁷⁾	108,230	D
Class A Common Stock	02/20/2026		S⁽²⁾		1,300	D	$182.5272⁽⁸⁾	106,930	D
Class A Common Stock	02/20/2026		S⁽²⁾		1,000	D	$183.7783⁽⁹⁾	105,930	D
Class A Common Stock	02/20/2026		S⁽²⁾		700	D	$185.0912⁽¹⁰⁾	105,230	D
Class A Common Stock	02/20/2026		S⁽²⁾		500	D	$186.0968⁽¹¹⁾	104,730	D
Class A Common Stock	02/20/2026		S⁽²⁾		200	D	$187.385⁽¹²⁾	104,530	D
Class A Common Stock	02/20/2026		S⁽²⁾		300	D	$188.7733⁽¹³⁾	104,230	D
Class A Common Stock	02/20/2026		S⁽²⁾		2,613	D	$190.3487⁽¹⁴⁾	101,617	D
Class A Common Stock	02/20/2026		S⁽²⁾		8,133	D	$191.128⁽¹⁵⁾	93,484	D
Class A Common Stock	02/20/2026		S⁽²⁾		4,771	D	$192.1801⁽¹⁶⁾	88,713	D
Class A Common Stock	02/20/2026		S⁽²⁾		2,766	D	$193.1234⁽¹⁷⁾	85,947	D
Class A Common Stock	02/20/2026		S⁽²⁾		395	D	$194.0468⁽¹⁸⁾	85,552	D
Class A Common Stock	02/20/2026		S⁽²⁾		100	D	$195.19	85,452	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.04	02/20/2026		M			10,000	⁽¹⁹⁾	07/25/2027	Class B Common Stock⁽¹⁾	10,000	$0	70,341	D
Class B Common Stock	⁽¹⁾	02/20/2026		M		10,000		⁽¹⁾	⁽¹⁾	Class A Common Stock	10,000	$0	18,925	D
Class B Common Stock	⁽¹⁾	02/20/2026		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⁽²⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	46,100		46,100	I	See footnote⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	46,100		46,100	I	See footnote⁽²²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	46,100		46,100	I	See footnote⁽²³⁾

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 $176.93 to $177.88, 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 (18) 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 $178.01 to $178.99, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.07 to $179.98, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.17 to $181.12, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.22 to $182.19, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.23 to $182.88, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.27 to $184.05, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.67 to $185.48, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.82 to $186.64, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.33 to $187.44, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.49 to $188.99, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.67 to $190.66, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.67 to $191.66, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.70 to $192.69, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.70 to $193.69, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.71 to $194.33, inclusive.

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

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

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

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

23. 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/ Chad Skinner, by power of attorney	02/24/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Cloudflare reported that CFO Thomas J. Seifert exercised options and converted Class B shares into Class A shares, then sold 41,557 Class A shares in multiple open-market trades, all disclosed in a single Form 4 filing.

How many Cloudflare (NET) shares did the CFO sell in this Form 4?

The CFO sold 41,557 shares of Cloudflare Class A Common Stock. These were executed through several open-market transactions at different prices, as detailed line by line in the Form 4’s non-derivative transaction table.

At what prices did Cloudflare’s CFO sell Class A shares in this filing?

The Form 4 lists multiple weighted-average sale prices, including 8,279 shares at $177.1821 and 8,133 shares at $191.1280 per share, with additional trades at various prices specified across several footnotes.

Was the Cloudflare (NET) CFO’s stock sale under a Rule 10b5-1 plan?

Yes. A footnote states the sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the CFO on November 26, 2024, indicating the trades followed a pre-arranged, rule-based schedule.

What option exercise did the Cloudflare CFO report in this Form 4?

He reported exercising an employee stock option for 10,000 shares, with the option shares fully vested and immediately exercisable. The transaction was recorded at a stated exercise price of $0.0000 per share, increasing his Class B holdings before conversion.

How are Cloudflare (NET) Class B shares treated in the CFO’s Form 4?

Each share of Cloudflare Class B Common Stock is described as convertible at any time into one share of Class A Common Stock, with no expiration date. The filing notes both direct holdings and indirect holdings through Center Court entities.