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Cloudflare, Inc.·4

Mar 17, 7:27 PM ET

SEIFERT THOMAS J 4

4 · Cloudflare, Inc. · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

Updated

Cloudflare (NET) CFO Thomas Seifert Sells Shares

What Happened

  • Thomas J. Seifert, Cloudflare's Chief Financial Officer, converted/exercised 10,341 derivative shares on March 17, 2026 and sold those 10,341 shares in open-market transactions for aggregate proceeds of roughly $2.20 million.
  • On March 15, 2026, 2,943 shares were withheld to cover tax withholding on vested RSUs, generating about $625,240.
  • These actions are disposals (sales/tax-withholding); sales were effected under a Rule 10b5-1 trading plan.

Key Details

  • Transaction dates: March 15, 2026 (RSU tax withholding) and March 17, 2026 (conversion/exercise and open-market sales).
  • Open-market sales on 3/17: 10,341 shares total for approx. $2,195,442 (weighted-average prices; per-share ranges: $207.32–208.04, $211.02–212.00, $212.03–213.02, $213.03–213.80 across lots).
  • Tax-withheld sale on 3/15: 2,943 shares at $212.45 each = $625,240 (withheld to satisfy RSU tax liability).
  • Derivative activity: 10,341 derivative shares were converted/exercised (reported at $0 in the filing as is typical for internal conversion mechanics); options/shares were fully vested and immediately exercisable.
  • Sales were effected pursuant to a Rule 10b5-1 trading plan (adopted Nov 20, 2025).
  • Shares held of record by related entities/trusts noted in the filing (Center Court 2020 Trusts and Center Court Partners Ltd.) for which Seifert serves as trustee/partner.
  • Filing date: March 17, 2026 — covering 3/15 and 3/17 transactions; the filing does not indicate a late report.

Context

  • This was essentially a cashless exercise/conversion (derivatives converted to shares and then sold immediately), plus routine RSU tax-withholding. Such transactions are commonly for liquidity/tax needs rather than an explicit market sentiment signal.
  • The presence of a 10b5-1 plan indicates the sales were pre-planned according to a trading arrangement.

Insider Transaction Report

Form 4
Period: 2026-03-15
Cloudflare, Inc.NET
SEIFERT THOMAS J
Chief Financial Officer
Transactions
  • Tax Payment

    Class A Common Stock

    [F1]
    2026-03-15$212.45/sh−2,943$625,240→ 224,625 total
  • Conversion

    Class A Common Stock

    [F2]
    2026-03-17+10,341→ 234,966 total
  • Sale

    Class A Common Stock

    [F3][F4]
    2026-03-17$207.68/sh−200$41,536→ 234,766 total
  • Sale

    Class A Common Stock

    [F3]
    2026-03-17$208.64/sh−100$20,864→ 234,666 total
  • Sale

    Class A Common Stock

    [F3][F5]
    2026-03-17$211.69/sh−3,041$643,746→ 231,625 total
  • Sale

    Class A Common Stock

    [F3][F6]
    2026-03-17$212.57/sh−5,000$1,062,831→ 226,625 total
  • Sale

    Class A Common Stock

    [F3][F7]
    2026-03-17$213.23/sh−2,000$426,465→ 224,625 total
  • Exercise/Conversion

    Employee Stock Option (right to buy)

    [F8][F2]
    2026-03-17−10,341→ 60,000 total
    Exercise: $2.04Exp: 2027-07-25→ Class B Common Stock (10,341 underlying)
  • Exercise/Conversion

    Class B Common Stock

    [F2]
    2026-03-17+10,341→ 19,266 total
    → Class A Common Stock (10,341 underlying)
  • Conversion

    Class B Common Stock

    [F2]
    2026-03-17−10,341→ 8,925 total
    → Class A Common Stock (10,341 underlying)
Holdings

  • Class B Common Stock

    [F2][F9]
    (indirect: See footnote)
    → Class A Common Stock (150,000 underlying)
    150,000

  • Class B Common Stock

    [F2][F10]
    (indirect: See footnote)
    → Class A Common Stock (46,100 underlying)
    46,100

  • Class B Common Stock

    [F2][F11]
    (indirect: See footnote)
    → Class A Common Stock (46,100 underlying)
    46,100

  • Class B Common Stock

    [F2][F12]
    (indirect: See footnote)
    → Class A Common Stock (46,100 underlying)
    46,100
Footnotes (12)
  • [F1]The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
  • [F10]The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
  • [F11]The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
  • [F12]The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]Shares subject to the option are fully vested and immediately exercisable.
  • [F9]The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
Signature
/s/ Chad Skinner, by power of attorney|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773790024.xmlPrimary

    FORM 4