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4//SEC Filing

SEIFERT THOMAS J 4

Accession 0001473289-26-000002

CIK 0001477333other
View on SEC.govCompany Profile

Filed

Jan 20, 7:00 PM ET

Accepted

Jan 21, 5:13 PM ET

Size

28.9 KB

Accession

0001473289-26-000002

Research Summary

AI-generated summary of this filing

Updated

Cloudflare (NET) CFO Thomas Seifert Sells 10,000 Shares After Exercise

What Happened

  • Thomas J. Seifert, Chief Financial Officer of Cloudflare (NET), exercised/converted 10,000 derivative shares and sold 10,000 shares in multiple open‑market transactions on January 20, 2026.
  • The sales totaled approximately $1,783,681 across seven trade blocks: 928 @ $176.27 ($163,577); 3,472 @ $177.17 ($615,139); 1,800 @ $178.08 ($320,537); 1,200 @ $179.41 ($215,297); 1,900 @ $180.09 ($342,171); 600 @ $181.27 ($108,762); 100 @ $181.98 ($18,198).
  • These actions look like an immediate sale following exercise/conversion of derivative securities (exercise price reported as $0.00 for the derivative entries in the filing).

Key Details

  • Transaction date: January 20, 2026; Form filed January 21, 2026 (timely).
  • Sales executed in multiple tranches at prices ranging roughly from $175.70 to $181.98 (weighted averages reported per block; see footnotes for exact ranges).
  • Total proceeds from the open‑market sales: ≈ $1,783,681.
  • Derivative activity: 10,000 shares were exercised/converted (derivative entries at $0.00); the 10,000 shares acquired through those actions were sold (net change for these shares = 0).
  • Sales were effected pursuant to a Rule 10b5‑1 trading plan adopted Nov 26, 2024 (footnote F2).
  • Footnotes indicate certain shares are held of record by Center Court entities/trusts for which Seifert serves as partner or trustee (F10–F13).
  • The filing excerpt does not state Seifert’s total post‑transaction holdings; related derivative shares were fully vested and immediately exercisable (F9).

Context

  • This is a routine insider transaction pattern: exercise/conversion of derivatives followed by immediate open‑market sales, executed under a pre‑arranged 10b5‑1 plan. That structure is commonly used to meet tax or diversification objectives and does not, by itself, imply new insider sentiment.
  • For retail investors: purchases are generally more informative about insider confidence than planned sales. Here, the activity appears procedural (exercise + sale under a 10b5‑1 plan) rather than an ad hoc sale.

Insider Transaction Report

Form 4
Period: 2026-01-20
Cloudflare, Inc.NET
SEIFERT THOMAS J
Chief Financial Officer
Transactions
  • Conversion

    Class A Common Stock

    [F1]
    2026-01-20+10,000→ 147,486 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-01-20$176.27/sh−928$163,577→ 146,558 total
  • Sale

    Class A Common Stock

    [F2][F4]
    2026-01-20$177.17/sh−3,472$615,139→ 143,086 total
  • Sale

    Class A Common Stock

    [F2][F5]
    2026-01-20$178.08/sh−1,800$320,537→ 141,286 total
  • Sale

    Class A Common Stock

    [F2][F6]
    2026-01-20$179.41/sh−1,200$215,297→ 140,086 total
  • Sale

    Class A Common Stock

    [F2][F7]
    2026-01-20$180.09/sh−1,900$342,171→ 138,186 total
  • Sale

    Class A Common Stock

    [F2][F8]
    2026-01-20$181.27/sh−600$108,762→ 137,586 total
  • Sale

    Class A Common Stock

    [F2]
    2026-01-20$181.98/sh−100$18,198→ 137,486 total
  • Exercise/Conversion

    Employee Stock Option (right to buy)

    [F9][F1]
    2026-01-20−10,000→ 80,341 total
    Exercise: $2.04Exp: 2027-07-25→ Class B Common Stock (10,000 underlying)
  • Exercise/Conversion

    Class B Common Stock

    [F1]
    2026-01-20+10,000→ 18,925 total
    → Class A Common Stock (10,000 underlying)
  • Conversion

    Class B Common Stock

    [F1]
    2026-01-20−10,000→ 8,925 total
    → Class A Common Stock (10,000 underlying)
Holdings

  • Class B Common Stock

    [F1][F10]
    (indirect: See footnote)
    → Class A Common Stock (150,000 underlying)
    150,000

  • Class B Common Stock

    [F1][F11]
    (indirect: See footnote)
    → Class A Common Stock (46,100 underlying)
    46,100

  • Class B Common Stock

    [F1][F12]
    (indirect: See footnote)
    → Class A Common Stock (46,100 underlying)
    46,100

  • Class B Common Stock

    [F1][F13]
    (indirect: See footnote)
    → Class A Common Stock (46,100 underlying)
    46,100
Footnotes (13)
  • [F1]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.
  • [F10]The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner.
  • [F11]The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee.
  • [F12]The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee.
  • [F13]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]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.
  • [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.70 to $176.58, 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 (8) to this Form 4.
  • [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.71 to $177.70, inclusive.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.73 to $178.71, inclusive.
  • [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.74 to $179.72, inclusive.
  • [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.75 to $180.60, inclusive.
  • [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.86 to $181.78, inclusive.
  • [F9]Shares subject to the option are fully vested and immediately exercisable.
Signature
/s/ Chad Skinner, by power of attorney|2026-01-21

Documents

1 file

Issuer

Cloudflare, Inc.

CIK 0001477333

→
Entity typeother

Related Parties

1
  • filerCIK 0001473289

Filing Metadata

Form type
4
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 5:13 PM ET
Size
28.9 KB
View on SEC.gov