Cloudflare (NYSE: NET) CFO sells 10K shares near $305–$315 under preset plan
Rhea-AI Filing Summary
Cloudflare, Inc. (NET) reported that 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, then converted those Class B shares into 10,000 shares of Class A Common Stock on a one-to-one basis.
On the same date, he sold an aggregate of 10,000 Class A shares in multiple open-market transactions at weighted average prices ranging from about $304.65 to $314.61 per share, pursuant to a Rule 10b5-1 trading plan adopted on November 20, 2025. After these transactions, he continues to have indirect interests in Class B shares convertible into 150,000 and several blocks of 46,100 underlying Class A shares through entities and trusts for which he serves as partner or trustee, and indirect holdings of 92,337 Class A shares in a 2026 Grantor Retained Annuity Trust.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
16 txns
Insider
SEIFERT THOMAS J
Role
Chief Financial Officer
Sold
10,000 shs ($3.07M)
Approx. gross sale proceeds
$3.07M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) F11, F1 | 10,000 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 10,000 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1 | 10,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1 | 10,000 | -- | -- |
| Sale | Class A Common Stock F2, F3 | 900 | $305.2488 | $275K |
| Sale | Class A Common Stock F2, F4 | 2,944 | $306.2429 | $902K |
| Sale | Class A Common Stock F2, F5 | 2,456 | $307.2943 | $755K |
| Sale | Class A Common Stock F2, F6 | 3,100 | $308.2297 | $956K |
| Sale | Class A Common Stock F2, F7 | 300 | $309.07 | $93K |
| Sale | Class A Common Stock F2, F8 | 200 | $312.32 | $62K |
| Sale | Class A Common Stock F2, F9 | 100 | $314.61 | $31K |
| holding | Class B Common Stock F1, F12 | -- | -- | -- |
| holding | Class B Common Stock F1, F13 | -- | -- | -- |
| holding | Class B Common Stock F1, F14 | -- | -- | -- |
| holding | Class B Common Stock F1, F15 | -- | -- | -- |
| holding | Class A Common Stock F10 | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 10,000 shares (Direct);
Class B Common Stock — 8,925 shares (Direct);
Class A Common Stock — 110,846 shares (Direct);
Class B Common Stock — 288,300 shares (Indirect, See footnote);
Class A Common Stock — 92,337 shares (Indirect, See footnote)
Footnotes (15)
- F1. 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.
- 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.
- F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.65 to $305.59, 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.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.73 to $306.70, inclusive.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.79 to $307.78, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.83 to $308.77, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.90 to $309.27, inclusive.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.88 to $312.76, inclusive.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $314.61 to $314.61, inclusive.
- 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.
- F11. Shares subject to the option are fully vested and immediately exercisable.
- F12. The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
- F13. The shares are held of record by Center Court 2020 Trust 1 dated December 11, 2020, for which the reporting person serves as trustee.
- F14. The shares are held of record by Center Court 2020 Trust 2 dated December 11, 2020, for which the reporting person serves as trustee.
- F15. The shares are held of record by Center Court 2020 Trust 3 dated December 11, 2020, for which the reporting person serves as trustee.
Key Figures
Options Exercised: 10,000 shares
Option Exercise Price: $2.04 per share
Class A Shares Sold: 10,000 shares
+5 more
8 metrics
Options Exercised
10,000 shares
Employee stock option for Class B Common Stock exercised at $2.04 per share
Option Exercise Price
$2.04 per share
Exercise price for 10,000-share Employee Stock Option on Class B Common Stock
Class A Shares Sold
10,000 shares
Aggregate Class A Common Stock sold in open-market transactions on 2026-08-17
Sale Price Range (Tranche 1)
$304.65 to $305.59 per share
Weighted average price range for one reported sale tranche (footnote 3)
Sale Price Range (Highest Tranche)
$314.61 to $314.61 per share
Weighted average price range for the highest-price sale tranche (footnote 9)
Indirect Class A Holdings
92,337 shares
Class A Common Stock held by 2026 Seifert Grantor Retained Annuity Trust
Indirect Underlying Class A via Class B (largest block)
150,000 shares
Underlying Class A shares associated with Class B Common Stock held indirectly
10b5-1 Plan Adoption Date
November 20, 2025
Date the reporting person adopted the Rule 10b5-1 trading plan governing these sales
Key Terms
Rule 10b5-1 trading plan, Grantor Retained Annuity Trust, Class B Common Stock, weighted average price, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sale reported ... was effected 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.
Grantor Retained Annuity Trust financial
"shares are held of record by the 2026 Seifert Grantor Retained Annuity Trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time into Class A"
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.
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.
Employee Stock Option financial
"Employee Stock Option (right to buy) ... Shares subject to the option"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
FAQ
What did Cloudflare (NET) CFO Thomas Seifert do in this Form 4 filing?
Thomas Seifert exercised options for 10,000 Class B shares at $2.04, converted them into 10,000 Class A shares, and then sold 10,000 Class A shares in multiple open-market transactions under a Rule 10b5-1 trading plan.
Was the Cloudflare (NET) CFO’s sale under a Rule 10b5-1 trading plan?
Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by Thomas Seifert on November 20, 2025, meaning the trades were pre-arranged according to that plan’s terms.
What options did the Cloudflare (NET) CFO exercise in this report?
He exercised an employee stock option covering 10,000 shares of Class B Common Stock at an exercise price of $2.04 per share. Those fully vested and immediately exercisable option shares were then converted into 10,000 shares of Class A Common Stock.
What indirect Cloudflare (NET) holdings does the CFO still have after these transactions?
He is associated with Class B shares convertible into 150,000 and several blocks of 46,100 underlying Class A shares through Center Court entities and 2020 trusts, and with 92,337 Class A shares held by a 2026 Grantor Retained Annuity Trust for which he serves as trustee.
AI-generated analysis. How Rhea-AI works. Not financial advice.
