Cloudflare (NET) CFO exercises options and sells 10,341 Class A shares

Rhea-AI Filing Summary

Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert reported a combination of option exercises, share conversions, sales, and tax withholding. He exercised an employee stock option for 10,341 shares of Class B Common Stock at an exercise price of $2.04 per share, which converted into 10,341 shares of Class A Common Stock. On the same date, he sold a total of 10,341 Class A shares in multiple open-market transactions at weighted-average prices ranging from about $207 to $213 per share under a pre-arranged Rule 10b5-1 trading plan adopted on November 20, 2025. Separately, 2,943 Class A shares were withheld to satisfy tax liabilities related to vesting restricted stock units, which is not an open-market sale. After these transactions, he directly holds 224,625 shares of Class A Common Stock, along with remaining Class B shares and additional indirect holdings through Center Court entities where he serves as partner or trustee.

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).

X

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 TX 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)
03/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/15/2026		F(1)		2,943	D	$212.45	224,625	D
Class A Common Stock	03/17/2026		C		10,341	A	(2)	234,966	D
Class A Common Stock	03/17/2026		S(3)		200	D	$207.68(4)	234,766	D
Class A Common Stock	03/17/2026		S(3)		100	D	$208.64	234,666	D
Class A Common Stock	03/17/2026		S(3)		3,041	D	$211.689(5)	231,625	D
Class A Common Stock	03/17/2026		S(3)		5,000	D	$212.5662(6)	226,625	D
Class A Common Stock	03/17/2026		S(3)		2,000	D	$213.2323(7)	224,625	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$2.04	03/17/2026		M			10,341	(8)	07/25/2027	Class B Common Stock(2)	10,341	$0	60,000	D
Class B Common Stock	(2)	03/17/2026		M		10,341		(2)	(2)	Class A Common Stock	10,341	$0	19,266	D
Class B Common Stock	(2)	03/17/2026		C			10,341	(2)	(2)	Class A Common Stock	10,341	$0	8,925	D
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	150,000		150,000	I	See footnote(9)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	46,100		46,100	I	See footnote(10)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	46,100		46,100	I	See footnote(11)
Class B Common Stock	(2)							(2)	(2)	Class A Common Stock	46,100		46,100	I	See footnote(12)

Explanation of Responses:

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

2. 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.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.32 to $208.04, 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 (7) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.02 to $212.00, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.03 to $213.02, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.03 to $213.80, inclusive.

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

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

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

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

12. 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	03/17/2026
	** 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.

FAQ

What did Cloudflare (NET) CFO Thomas Seifert report in this Form 4?

Cloudflare’s CFO Thomas Seifert reported exercising stock options, converting Class B into Class A shares, selling 10,341 Class A shares, and having shares withheld for taxes. These actions adjust his ownership mix but leave him with substantial remaining Class A and indirect holdings.

How many Cloudflare (NET) shares did the CFO sell in the reported transactions?

Thomas Seifert sold a total of 10,341 shares of Class A Common Stock in multiple open-market transactions. The reported weighted-average sale prices ranged between roughly $207 and $213 per share, according to detailed price ranges disclosed in the footnotes.

Were the Cloudflare (NET) CFO’s share sales made under a Rule 10b5-1 plan?

Yes. The filing states the sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by Thomas Seifert on November 20, 2025. Such plans are pre-arranged trading programs designed to allow systematic selling over time.

What option exercise did the Cloudflare (NET) CFO report?

Thomas Seifert exercised an employee stock option for 10,341 shares of Class B Common Stock at an exercise price of $2.04 per share. These shares were then converted into an equal number of Class A shares, reflecting a routine derivative exercise and conversion.

How many Cloudflare (NET) shares does the CFO hold directly after these transactions?

Following the reported transactions, Thomas Seifert directly holds 224,625 shares of Class A Common Stock. He also continues to hold Class B shares and has additional indirect interests in Class B shares through various Center Court entities identified in the footnotes.

What was the purpose of the Cloudflare (NET) shares withheld in the F-code transaction?

The filing explains that 2,943 shares of Class A Common Stock were withheld to satisfy Thomas Seifert’s tax liability related to vesting restricted stock units. This F-code disposition represents tax withholding, not an open-market sale or discretionary share sale.

What indirect Cloudflare (NET) holdings are associated with the CFO?

Indirect holdings involve Class B shares held by Center Court Partners Ltd. and several Center Court 2020 Trusts, where Thomas Seifert serves as partner or trustee. These Class B shares are convertible into Class A Common Stock on a one-to-one basis with no expiration date.