SEC Form 4 · accession 0001473289-26-000021
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
Aug 4, 2026
Accepted (ET)
Aug 6, 2026 · 7:03 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 Stock | Aug 4, 2026 | M | 55,000 | $44.72 | A | 168,790 | D | |
| Class A Common StockF2 | Aug 4, 2026 | S | 53,861 | $300.2812 | D | 114,929 | D | |
| Class A Common Stock | Aug 4, 2026 | S | 1,139 | $301.00 | D | 113,790 | D | |
| Class A Common StockF3 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Option (right to buy)F4 | $44.72 | Aug 4, 2026 | M | 55,000 | D | — | Feb 13, 2032 | Class A Common Stock | 55,000 | 500,000 | D |
Explanation of responses
- F1The 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.00 to $300.99, 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.
- F3The 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.
- F4The shares subject to the Performance Stock Option are comprised of nine separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals"). Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. As of the date of this report, five of the nine stock price goals have been satisfied and the underlying shares vest as set forth above. The remaining four tranches, representing 333,000 shares subject to the Performance Stock Option, become eligible to vest upon achievement of the applicable Stock Price Goal.