Cloudflare (NET) CFO trades shares, exercises options and covers RSU taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc.’s Chief Financial Officer Thomas J. Seifert reported multiple equity transactions involving Class A and Class B shares. On May 18, 2026, he sold a total of 10,000 shares of Class A Common Stock in open-market transactions at prices between $195.05 and $203.18 per share, under a pre-arranged Rule 10b5-1 trading plan adopted on November 20, 2025.
He also acquired 30,000 shares through exercises and conversions of derivative securities, including 10,000 shares from an employee stock option with a $2.04 exercise price. Separately, on May 15, 2026, 9,667 Class A shares were withheld to satisfy tax liabilities arising from restricted stock unit vesting. After these transactions, he directly holds 212,014 shares of Class A Common Stock, alongside indirect Class B holdings convertible one-for-one into Class A shares.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 10,000 shares ($2,006,068)
Net Sell
17 txns
Insider
SEIFERT THOMAS J
Role
Chief Financial Officer
Sold
10,000 shs ($2.01M)
| 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 | 100 | $193.28 | $19K |
| Sale | Class A Common Stock | 300 | $195.1367 | $59K |
| Sale | Class A Common Stock | 400 | $197.8087 | $79K |
| Sale | Class A Common Stock | 928 | $199.0535 | $185K |
| Sale | Class A Common Stock | 2,432 | $200.2035 | $487K |
| Sale | Class A Common Stock | 3,570 | $201.2075 | $718K |
| Sale | Class A Common Stock | 2,000 | $202.1667 | $404K |
| Sale | Class A Common Stock | 270 | $203.0159 | $55K |
| Tax Withholding | Class A Common Stock | 9,667 | $199.81 | $1.93M |
| 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) — 40,000 shares (Direct, null);
Class B Common Stock — 18,925 shares (Direct, null);
Class A Common Stock — 222,014 shares (Direct, null);
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 $195.05 to $195.27, 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 $197.39 to $198.19, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.59 to $199.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.69 to $200.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.70 to $201.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.81 to $202.72, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.87 to $203.18, 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
Open-market sales: 10,000 shares
Sale price range: $195.05–$203.18 per share
Shares after transactions: 212,014 shares
+4 more
7 metrics
Open-market sales
10,000 shares
Class A Common Stock sold on May 18, 2026
Sale price range
$195.05–$203.18 per share
Weighted-average price ranges from Form 4 footnotes
Shares after transactions
212,014 shares
Direct Class A Common Stock held following reported transactions
Derivative exercises/conversions
30,000 shares
Total shares from codes C and M in transactionSummary
Option exercise price
$2.04 per share
Employee stock option for 10,000 Class B shares
Tax-withheld shares
9,667 shares
Class A shares withheld for RSU tax liability on May 15, 2026
Indirect derivative exposure
150,000 underlying shares
One Class B position convertible into Class A in derivativeSummary
Key Terms
Rule 10b5-1 trading plan, restricted stock units, tax-withholding disposition, Employee Stock Option (right to buy), +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.
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.
Employee Stock Option (right to buy) financial
"Employee Stock Option (right to buy)"
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.
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.
FAQ
What did Cloudflare (NET) CFO Thomas Seifert report in this Form 4?
Cloudflare’s CFO Thomas J. Seifert reported sales, exercises, and tax withholding transactions. He sold 10,000 Class A shares, exercised and converted 30,000 derivative-linked shares, and had 9,667 shares withheld to cover taxes on restricted stock unit vesting.
What derivative securities did the Cloudflare (NET) CFO exercise or convert?
Seifert exercised and converted derivative securities covering 30,000 shares in total. This included a fully vested employee stock option for 10,000 shares of Class B Common Stock at a $2.04 exercise price, plus Class B conversions into Class A Common Stock.