Cloudflare (NYSE: NET) CFO sells 10,000 shares in Rule 10b5-1 trades
Rhea-AI Filing Summary
Cloudflare, Inc. Chief Financial Officer Thomas J. Seifert reported multiple stock transactions. On 2026-07-17 he sold an aggregate of 10,000 shares of Class A Common Stock in multiple transactions at weighted-average prices, with detailed price ranges provided in the footnotes. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 20, 2025.
On 2026-07-15, 2,943 Class A shares were disposed of to satisfy tax liabilities arising from RSU vesting. The filing also reports derivative activity, including the exercise or conversion of derivatives covering 30,000 underlying shares, such as 10,000 Employee Stock Options with a $2.0400 exercise price and the conversion of 10,000 shares of Class B Common Stock into 10,000 shares of Class A Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 10,000 shares ($2,769,195)
Net Sell
20 txns
Insider
SEIFERT THOMAS J
Role
Chief Financial Officer
Sold
10,000 shs ($2.77M)
| 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 | -- | -- |
| Sale | Class A Common Stock | 200 | $266.19 | $53K |
| Sale | Class A Common Stock | 100 | $267.76 | $27K |
| Sale | Class A Common Stock | 300 | $270.5033 | $81K |
| Sale | Class A Common Stock | 500 | $274.604 | $137K |
| Sale | Class A Common Stock | 1,559 | $275.7866 | $430K |
| Sale | Class A Common Stock | 1,741 | $276.633 | $482K |
| Sale | Class A Common Stock | 3,299 | $277.6769 | $916K |
| Sale | Class A Common Stock | 1,201 | $278.7557 | $335K |
| Sale | Class A Common Stock | 800 | $279.9109 | $224K |
| Sale | Class A Common Stock | 300 | $281.2933 | $84K |
| Tax Withholding | Class A Common Stock | 2,943 | $281.75 | $829K |
| 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) — 20,000 shares (Direct);
Class B Common Stock — 18,925 shares (Direct);
Class A Common Stock — 123,790 shares (Direct);
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. 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 $270.20 to $271.09, 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 (11) 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 $274.16 to $275.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.16 to $276.14, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.16 to $276.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.24 to $278.17, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.37 to $279.32, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.51 to $280.38, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.72 to $281.67, inclusive. 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. 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
Class A shares sold: 10,000 shares
Tax-withholding shares: 2,943 shares
Derivative exercises and conversions: 30,000 shares
+3 more
6 metrics
Class A shares sold
10,000 shares
Aggregate Class A Common Stock sold on 2026-07-17 in multiple transactions
Tax-withholding shares
2,943 shares
Class A shares withheld on 2026-07-15 to satisfy tax liability on RSU vesting at $281.75
Derivative exercises and conversions
30,000 shares
Total underlying shares in derivative exercises/conversions (codes C and M) reported in this filing
Employee Stock Option exercise price
$2.0400 per share
Exercise price for 10,000 Employee Stock Options expiring on 2027-07-25
Indirect Class A holdings (GRAT)
92,337 shares
Class A shares held by the 2026 Seifert Grantor Retained Annuity Trust as of 2026-07-15
Indirect Class B holdings (partnership)
150,000 shares
Class B shares held by Center Court Partners Ltd., each convertible 1:1 into Class A
Key Terms
Rule 10b5-1 trading plan, Grantor Retained Annuity Trust, restricted stock units, weighted average price, +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"
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
"The shares are 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.
restricted stock units financial
"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.
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
"security_title: Employee Stock Option (right to buy)"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider stock sales did Cloudflare (NET) disclose in this Form 4?
Cloudflare reported that CFO Thomas J. Seifert sold 10,000 shares of Class A Common Stock on 2026-07-17. The shares were sold in multiple transactions at weighted-average prices, with specific price ranges detailed across footnotes (4) through (11).
What option or derivative exercises involving Cloudflare (NET) stock were reported?
On 2026-07-17, derivatives covering 30,000 underlying shares were exercised or converted. This includes 10,000 fully vested Employee Stock Options with a $2.0400 exercise price, and the conversion of 10,000 Class B shares into 10,000 Class A shares.
How are the Cloudflare (NET) CFO’s sale prices described in the filing?
Each reported Class A sale price is a weighted average price. Footnotes F4–F11 state the shares were sold in multiple trades within specified price ranges, and the reporting person will provide full breakdowns of individual trade prices upon request.