Form 4: Cloudflare CFO Thomas Seifert Executes Pre-Planned Stock Sales

Cloudflare's Chief Financial Officer, Thomas J. Seifert, reported multiple sales of Class A Common Stock totaling 60,050 shares in late July 2025, executed under a Rule 10b5-1 trading plan.

Summary

• Cloudflare, Inc. (NET) Chief Financial Officer, Thomas J. Seifert, reported transactions involving Class A Common Stock.
• On July 25, 2025, Seifert converted 1,600 shares of Class B Common Stock to Class A Common Stock and subsequently sold 1,600 shares of Class A Common Stock at $200 per share.
• On July 28, 2025, Seifert converted 59,130 shares of Class B Common Stock to Class A Common Stock.
• On July 28, 2025, Seifert sold a total of 59,130 shares of Class A Common Stock across multiple transactions at weighted average prices ranging from $200.0948 to $201.1967.
• Specifically, 36,239 shares were sold at a weighted average price of $200.2807, 4,672 shares at $201.1967, 6,257 shares at $200.0948, 5,600 shares at $200.1189, and 6,362 shares at $200.1517.
• All sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2024.
• The shares involved in these transactions were primarily held indirectly through Center Court Partners Ltd., Center Court 2020 Trust 1 UA 12/11/20, Center Court 2020 Trust 2 UA 12/11/20, and Center Court 2020 Trust 3 UA 12/11/20, where Seifert serves as a partner or trustee.
• Following these transactions, Thomas J. Seifert directly holds 241,550 shares of Class A Common Stock and indirectly holds 150,000, 46,100, 46,100, and 46,100 shares of Class B Common Stock through the aforementioned entities, plus 8,925 shares of Class B Common Stock directly.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be perceived negatively, the fact that these sales were conducted under a pre-arranged 10b5-1 plan mitigates any strong negative signal, as they are typically for personal financial planning rather than a reflection of management's view on the company's immediate prospects.

Positives

• The stock sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned diversification or liquidity event rather than a reaction to new negative company information.

Negatives

• The transactions represent a reduction in the Chief Financial Officer's beneficial ownership of Class A Common Stock, which some investors may view as a slight negative, despite being pre-planned.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

This insider transaction report is specific to Cloudflare and its CFO, and does not provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• Transactions involved shares held indirectly through entities (Center Court Partners Ltd., Center Court 2020 Trust 1 UA 12/11/20, Center Court 2020 Trust 2 UA 12/11/20, Center Court 2020 Trust 3 UA 12/11/20) for which the reporting person serves as a partner or trustee, indicating a close relationship.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive slightly reduces insider ownership, but the pre-planned nature of the sales under a 10b5-1 plan typically minimizes concerns about management's confidence in the company's future.

Key Dates

Recommendation

The reported transactions are routine insider sales executed under a pre-arranged Rule 10b5-1 trading plan. Such sales are typically for personal financial management (e.g., diversification, liquidity) and do not usually signal a change in the company's fundamental outlook or warrant a shift in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this filing does not provide new information to alter the investment thesis.

Keywords

Cloudflare, NET, Form 4, Insider Trading, Stock Sale, CFO, Thomas Seifert, 10b5-1 Plan, Beneficial Ownership