Chief Financial Officer Seifert Thomas J converted options into 10,000 shares, sold $2,323,887 worth of shares (10,000 units at $232.39) as part of a pre-agreed trading plan and covered exercise/tax liability with 2,944 shares, decreasing direct ownership by 2% to 116,733 units (SEC Form 4)
$NET
Computer Software: Prepackaged Software
Technology
| 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 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 06/15/2026 | F(1) | 2,944 | D | $228.48 | 116,733(2) | D | |||
| Class A Common Stock | 06/17/2026 | C | 10,000 | A | (3) | 126,733 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 900 | D | $227.7369(5) | 125,833 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 900 | D | $228.9122(6) | 124,933 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 515 | D | $229.9534(7) | 124,418 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 685 | D | $230.8977(8) | 123,733 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 600 | D | $232.0017(9) | 123,133 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 3,167 | D | $233.4413(10) | 119,966 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 2,633 | D | $234.1814(11) | 117,333 | D | |||
| Class A Common Stock | 06/17/2026 | S(4) | 600 | D | $235.3381(12) | 116,733 | D | |||
| Class A Common Stock | 92,337(13) | I | See footnote(14) | |||||||
| 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 | 06/17/2026 | M | 10,000 | (15) | 07/25/2027 | Class B Common Stock(3) | 10,000 | $0 | 30,000 | D | ||||
| Class B Common Stock | (3) | 06/17/2026 | M | 10,000 | (3) | (3) | Class A Common Stock | 10,000 | $0 | 18,925 | D | ||||
| Class B Common Stock | (3) | 06/17/2026 | C | 10,000 | (3) | (3) | Class A Common Stock | 10,000 | $0 | 8,925 | D | ||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 150,000 | 150,000 | I | See footnote(16) | |||||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 46,100 | 46,100 | I | See footnote(17) | |||||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 46,100 | 46,100 | I | See footnote(18) | |||||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 46,100 | 46,100 | I | See footnote(19) | |||||||
| Explanation of Responses: |
| 1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. |
| 2. Excludes 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"). |
| 3. 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. |
| 4. 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. |
| 5. The 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. |
| 6. The 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. |
| 7. The 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. |
| 8. The 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. |
| 9. The 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. |
| 10. The 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. |
| 11. The 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. |
| 12. The 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. |
| 13. Consists 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. |
| 14. The shares are held of record by the 2026 Annuity Trust. |
| 15. Shares subject to the option are fully vested and immediately exercisable. |
| 16. The shares are held of record by Center Court Partners Ltd., for which the reporting person serves as a partner. |
| 17. The shares are held of record by Center Court 2020 Trust 1 dated December 11, 2020, for which the reporting person serves as trustee. |
| 18. The shares are held of record by Center Court 2020 Trust 2 dated December 11, 2020, for which the reporting person serves as trustee. |
| 19. The shares are held of record by Center Court 2020 Trust 3 dated December 11, 2020, for which the reporting person serves as trustee. |
| Remarks: |
| /s/ Charlotte Bowe, by power of attorney | 06/17/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||