Cloudflare (NET) CFO trades 10,000 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Cloudflare, Inc.’s Chief Financial Officer reported equity transactions in the company’s stock. On 12/22/2025, the CFO exercised an employee stock option for 10,000 shares of Class B Common Stock at an exercise price of $ 2.04 per share, which were convertible into Class A Common Stock on a one-to-one basis. The filing also shows multiple open-market sales of Class A Common Stock on the same date in several tranches, including 353 shares at a weighted average price of $ 198.6362, 1,000 shares at $ 200.5782, 4,836 shares at $ 201.5183, 3,328 shares at $ 202.3664, and 483 shares at $ 203.3469. These sales were made under a Rule 10b5‑1 trading plan adopted on November 26, 2024. After the reported transactions, the CFO directly held 137,486 shares of Class A Common Stock and additional indirect interests through entities and trusts.

Insider Trade Summary

Net Seller: 10,000 shares ($2,016,931)

Net Sell 13 txns

Insider SEIFERT THOMAS J

Role Chief Financial Officer

Sold 10,000 shs ($2.02M)

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	353	$198.6362	$70K
Sale	Class A Common Stock	1,000	$200.5782	$201K
Sale	Class A Common Stock	4,836	$201.5183	$975K
Sale	Class A Common Stock	3,328	$202.3664	$673K
Sale	Class A Common Stock	483	$203.3469	$98K
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) — 90,341 shares (Direct); Class B Common Stock — 18,925 shares (Direct); Class A Common Stock — 147,486 shares (Direct); Class B Common Stock — 150,000 shares (Indirect, See footnote)

Footnotes (1)

1. 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 26, 2024. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.34 to $199.06, 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 (7) 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 $199.96 to $200.95, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.04 to $202.03, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.04 to $202.95, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.20 to $203.59, 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.

Form 4 Insider Transactions: What Each Field Means →

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)
12/22/2025

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	12/22/2025		C		10,000	A	(1)	147,486	D
Class A Common Stock	12/22/2025		S(2)		353	D	$198.6362(3)	147,133	D
Class A Common Stock	12/22/2025		S(2)		1,000	D	$200.5782(4)	146,133	D
Class A Common Stock	12/22/2025		S(2)		4,836	D	$201.5183(5)	141,297	D
Class A Common Stock	12/22/2025		S(2)		3,328	D	$202.3664(6)	137,969	D
Class A Common Stock	12/22/2025		S(2)		483	D	$203.3469(7)	137,486	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	12/22/2025		M			10,000	(8)	07/25/2027	Class B Common Stock(1)	10,000	$0	90,341	D
Class B Common Stock	(1)	12/22/2025		M		10,000		(1)	(1)	Class A Common Stock	10,000	$0	18,925	D
Class B Common Stock	(1)	12/22/2025		C			10,000	(1)	(1)	Class A Common Stock	10,000	$0	8,925	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	150,000		150,000	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(11)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	46,100		46,100	I	See footnote(12)

Explanation of Responses:

1. 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.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.34 to $199.06, 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 (7) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.96 to $200.95, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.04 to $202.03, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.04 to $202.95, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.20 to $203.59, 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	12/23/2025
	** 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 insider transaction did Cloudflare (NET) report for its CFO?

The Chief Financial Officer of Cloudflare, Inc. reported exercising an employee stock option for 10,000 shares of Class B Common Stock at an exercise price of $ 2.04 per share on 12/22/2025, with those shares convertible into Class A Common Stock on a one-to-one basis.

What Cloudflare (NET) share sales did the CFO make on 12/22/2025?

On 12/22/2025, the CFO reported multiple sales of Class A Common Stock, including 353 shares at a weighted average price of $ 198.6362, 1,000 shares at $ 200.5782, 4,836 shares at $ 201.5183, 3,328 shares at $ 202.3664, and 483 shares at $ 203.3469.

Was the Cloudflare (NET) CFO trading under a Rule 10b5-1 plan?

Yes. The filing states that the reported sale was effected pursuant to a Rule 10b5‑1 trading plan adopted by the CFO on November 26, 2024, which pre-arranges trades according to preset instructions.

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

Following the reported transactions, the CFO held 147,486 shares of Class A Common Stock directly after the option exercise and then 137,486 shares directly after the reported sales.

What indirect Cloudflare (NET) share holdings are reported for the CFO?

The filing lists indirect interests in Class A Common Stock, including 150,000 shares held through Center Court Partners Ltd. and 46,100 shares each through three separate Center Court 2020 Trusts, where the CFO serves as trustee or partner.

What is the conversion feature of Cloudflare’s Class B Common Stock reported here?

Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock at the reporting person’s election and has no expiration date, according to the explanation of responses.