Cloudflare (NET) CFO sells 10,000 shares after option exercise
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert exercised employee stock options for 10,000 shares of Class B Common Stock at an exercise price of $2.04 per share and converted 10,000 shares of Class B into Class A Common Stock on a one-to-one basis.
He then sold a total of 10,000 shares of Class A Common Stock in multiple open-market transactions at weighted average prices between $194.57 and $200.99, under a pre-arranged Rule 10b5-1 trading plan adopted on November 20, 2025. In a separate transaction, 2,944 Class A shares were withheld at $178.65 per share to cover taxes related to restricted stock unit vesting. Following these transactions, Seifert holds 221,681 shares of Class A Common Stock directly, plus additional indirect Class B holdings convertible into Class A through entities for which he serves as partner or trustee.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 10,000 shares ($1,979,757)
Net Sell
16 txns
Insider
SEIFERT THOMAS J
Role
Chief Financial Officer
Sold
10,000 shs ($1.98M)
| 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 | 2,076 | $195.087 | $405K |
| Sale | Class A Common Stock | 1,724 | $196.0376 | $338K |
| Sale | Class A Common Stock | 1,000 | $196.9666 | $197K |
| Sale | Class A Common Stock | 600 | $198.035 | $119K |
| Sale | Class A Common Stock | 1,475 | $199.4775 | $294K |
| Sale | Class A Common Stock | 2,725 | $200.5104 | $546K |
| Sale | Class A Common Stock | 400 | $200.95 | $80K |
| Tax Withholding | Class A Common Stock | 2,944 | $178.65 | $526K |
| 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) — 50,000 shares (Direct);
Class B Common Stock — 18,925 shares (Direct);
Class A Common Stock — 231,681 shares (Direct);
Class B Common Stock — 150,000 shares (Indirect, See footnote)
Footnotes (1)
- The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. 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 20, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.57 to $195.56, 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 (4) through (10) 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 $195.57 to $196.44, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.61 to $197.26, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.65 to $198.60, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.87 to $199.85, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.88 to $200.87, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.88 to $200.99, 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.
Key Figures
Options exercised: 10,000 shares at $2.04
Shares sold: 10,000 shares
Sale price range: $194.57–$200.99/share
+4 more
7 metrics
Options exercised
10,000 shares at $2.04
Employee stock option exercise for Class B Common Stock
Shares sold
10,000 shares
Class A Common Stock sold in open-market transactions
Sale price range
$194.57–$200.99/share
Weighted average prices across multiple trades
Tax-withheld shares
2,944 shares at $178.65
Shares withheld to satisfy RSU-related tax liability
Direct Class A holdings
221,681 shares
Shares of Class A Common Stock after transactions
Indirect Class B block
150,000 underlying shares
Class B convertible into Class A via Center Court Partners Ltd.
Additional indirect Class B blocks
46,100 underlying shares each
Three Center Court 2020 Trusts holding Class B convertible into Class A
Key Terms
Rule 10b5-1 trading plan, restricted stock units, tax-withholding disposition, Class B Common Stock, +1 more
5 terms
Rule 10b5-1 trading plan financial
"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."
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.
restricted stock units financial
"The shares were withheld to satisfy the reporting person's tax liability in connection with the 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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
What did Cloudflare (NET) CFO Thomas Seifert do in this Form 4 filing?
Cloudflare CFO Thomas Seifert exercised options and sold shares. He exercised 10,000 options at $2.04 and converted 10,000 Class B shares into Class A, then sold 10,000 Class A shares in open-market trades under a Rule 10b5-1 plan.
What do the indirect Class B holdings mean for Cloudflare (NET) CFO ownership?
Indirect Class B holdings represent shares held through related entities. The filing notes that entities such as Center Court Partners Ltd. and several Center Court 2020 Trusts hold Class B shares convertible into Class A, with Seifert serving as partner or trustee of those entities.