SEC Form 4 · accession 0001473289-26-000016
Cloudflare, Inc. · NET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Seifert
Officer — Chief Financial Officer
Period of report
Jun 15, 2026
Accepted (ET)
Jun 17, 2026 · 5:56 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001477333
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jun 15, 2026 | F | 2,944 | $228.48 | D | 116,733 | D | |
| Class A Common StockF3 | Jun 17, 2026 | C | 10,000 | — | A | 126,733 | D | |
| Class A Common StockF5 | Jun 17, 2026 | S | 900 | $227.7369 | D | 125,833 | D | |
| Class A Common StockF6 | Jun 17, 2026 | S | 900 | $228.9122 | D | 124,933 | D | |
| Class A Common StockF7 | Jun 17, 2026 | S | 515 | $229.9534 | D | 124,418 | D | |
| Class A Common StockF8 | Jun 17, 2026 | S | 685 | $230.8977 | D | 123,733 | D | |
| Class A Common StockF9 | Jun 17, 2026 | S | 600 | $232.0017 | D | 123,133 | D | |
| Class A Common StockF10 | Jun 17, 2026 | S | 3,167 | $233.4413 | D | 119,966 | D | |
| Class A Common StockF11 | Jun 17, 2026 | S | 2,633 | $234.1814 | D | 117,333 | D | |
| Class A Common StockF12 | Jun 17, 2026 | S | 600 | $235.3381 | D | 116,733 | D | |
| Class A Common StockF13,F14 | holding | — | — | — | 92,337 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F15,F3 | $2.04 | Jun 17, 2026 | M | 10,000 | D | — | Jul 25, 2027 | Class B Common Stock | 10,000 | 30,000 | D |
| Class B Common StockF3 | — | Jun 17, 2026 | M | 10,000 | A | — | — | Class A Common Stock | 10,000 | 18,925 | D |
| Class B Common StockF3 | — | Jun 17, 2026 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 8,925 | D |
| Class B Common StockF16,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 150,000 | 150,000 | I |
| Class B Common StockF17,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 46,100 | 46,100 | I |
| Class B Common StockF18,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 46,100 | 46,100 | I |
| Class B Common StockF19,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 46,100 | 46,100 | I |
Explanation of responses
- F1The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.87 to $233.86, inclusive.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.89 to $234.56, inclusive.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.08 to $236.07, inclusive.
- F13Consists of 92,337 shares previously reported as held directly by the reporting person which were re-registered on May 28, 2026 and are now held of record by the 2026 Annuity Trust.
- F14The shares are held of record by the 2026 Annuity Trust.
- F15Shares subject to the option are fully vested and immediately exercisable.
- F16The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
- F17The shares are held of record by Center Court 2020 Trust 1 dated December 11, 2020, for which the reporting person serves as trustee.
- F18The shares are held of record by Center Court 2020 Trust 2 dated December 11, 2020, for which the reporting person serves as trustee.
- F19The shares are held of record by Center Court 2020 Trust 3 dated December 11, 2020, for which the reporting person serves as trustee.
- F2Excludes 92,337 shares previously reported as held directly by the reporting person which were re-registered on May 28, 2026 and are now held of record by the 2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026, for which the reporting person serves as trustee (the "2026 Annuity Trust").
- F3Each 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.
- F4The 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.11 to $227.93, 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 (5) through (12) to this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.39 to $229.27, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.54 to $230.52, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.55 to $231.38, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.58 to $232.39, inclusive.