Cloudflare (NYSE: NET) CFO trades shares under 10b5-1 plan and exercises awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc.’s Chief Financial Officer Thomas J. Seifert reported a set of June transactions in the company’s stock. On June 17, 2026, he sold a total of 10,000 shares of Class A Common Stock in open-market trades under a pre-arranged Rule 10b5-1 trading plan, at weighted-average prices disclosed in the $227.11 to $236.07 per share range. He also converted and exercised derivative securities covering 30,000 underlying shares, including stock options with a $2.04 exercise price, and previously had 2,944 shares withheld on June 15, 2026 to cover taxes on vesting RSUs, which is not an open-market sale. Following these transactions, he holds 126,733 Class A shares directly, with additional Class A and Class B holdings reported indirectly through several trusts and entities where he serves as trustee or partner.
Positive
- None.
Negative
- None.
Insights
Routine CFO option exercise and planned share sale with sizeable remaining holdings.
The Form 4 shows Thomas J. Seifert, Cloudflare’s CFO, exercising and converting derivative awards for 30,000 underlying shares and selling 10,000 Class A shares on June 17, 2026. The sales were executed in the open market at weighted-average prices between $227.11 and $236.07 per share.
A key detail is that the filing states these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on November 20, 2025, suggesting a scheduled liquidity program rather than ad‑hoc timing. In addition, 2,944 shares were disposed of earlier on June 15, 2026 solely to satisfy tax obligations on RSU vesting, which does not represent a market-driven sale.
After the transactions, Seifert still holds 126,733 Class A shares directly and maintains significant indirect exposure through the 2026 Seifert Grantor Retained Annuity Trust and multiple Center Court trusts that hold both Class A and Class B stock. Given the planned nature of the trades and the substantial remaining position, this activity appears routine from an equity-compensation perspective, with limited implication for Cloudflare’s broader investment thesis.
Insider Trade Summary 10b5-1
Net Seller: 10,000 shares ($2,323,887)
Net Sell
18 txns
Insider
SEIFERT THOMAS J
Role
Chief Financial Officer
Sold
10,000 shs ($2.32M)
| 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 | 900 | $227.7369 | $205K |
| Sale | Class A Common Stock | 900 | $228.9122 | $206K |
| Sale | Class A Common Stock | 515 | $229.9534 | $118K |
| Sale | Class A Common Stock | 685 | $230.8977 | $158K |
| Sale | Class A Common Stock | 600 | $232.0017 | $139K |
| Sale | Class A Common Stock | 3,167 | $233.4413 | $739K |
| Sale | Class A Common Stock | 2,633 | $234.1814 | $617K |
| Sale | Class A Common Stock | 600 | $235.3381 | $141K |
| Tax Withholding | Class A Common Stock | 2,944 | $228.48 | $673K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 30,000 shares (Direct, null);
Class B Common Stock — 18,925 shares (Direct, null);
Class A Common Stock — 126,733 shares (Direct, null);
Class B Common Stock — 150,000 shares (Indirect, See footnote);
Class A Common Stock — 92,337 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. Excludes 92,337 shares previously reported as held directly by the reporting person which were re-registered on May 28, 2026 and are now held of record by the 2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026, for which the reporting person serves as trustee (the "2026 Annuity Trust"). 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 $227.11 to $227.93, 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 (5) through (12) 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 $228.39 to $229.27, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.54 to $230.52, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.55 to $231.38, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.58 to $232.39, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.87 to $233.86, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.89 to $234.56, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.08 to $236.07, inclusive. Consists of 92,337 shares previously reported as held directly by the reporting person which were re-registered on May 28, 2026 and are now held of record by the 2026 Annuity Trust. The shares are held of record by the 2026 Annuity Trust. 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 dated December 11, 2020, for which the reporting person serves as trustee. The shares are held of record by Center Court 2020 Trust 2 dated December 11, 2020, for which the reporting person serves as trustee. 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
Shares sold: 10,000 shares
Sale price range: $227.11–$236.07 per share
Derivative exercises/conversions: 30,000 underlying shares
+4 more
7 metrics
Shares sold
10,000 shares
Class A Common Stock sold on June 17, 2026
Sale price range
$227.11–$236.07 per share
Weighted-average price ranges from multiple transactions
Derivative exercises/conversions
30,000 underlying shares
Combined derivative transactions on June 17, 2026
Option exercise price
$2.04 per share
Employee stock option underlying 10,000 Class B shares
Tax-withholding shares
2,944 shares
Class A shares withheld on June 15, 2026 for RSU taxes
Direct Class A holdings
126,733 shares
Direct ownership after June 2026 transactions
2026 Annuity Trust Class A
92,337 shares
Indirect Class A held by 2026 Seifert Grantor Retained Annuity Trust
Key Terms
Rule 10b5-1 trading plan, restricted stock units, Grantor Retained Annuity Trust, tax-withholding disposition, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"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.
Grantor Retained Annuity Trust financial
"are now held of record by the 2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026"
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.
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"
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.
Employee Stock Option (right to buy) financial
"Employee Stock Option (right to buy)"
FAQ
What insider transactions did Cloudflare (NET) CFO Thomas Seifert report?
Cloudflare CFO Thomas Seifert reported selling 10,000 Class A shares on June 17, 2026 and exercising or converting derivative securities for 30,000 underlying shares. He also had 2,944 shares withheld on June 15, 2026 to cover tax on vesting restricted stock units.
What derivative securities did the Cloudflare (NET) CFO exercise or convert?
The filing shows derivative activity involving 30,000 underlying shares. This includes Class B Common Stock and an employee stock option for 10,000 shares with a $2.04 exercise price, all linked to underlying Class A stock, with the options noted as fully vested and exercisable.