=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-04
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Cloudflare, Inc. (NET)
CIK: 0001477333
--- Reporting Owner ---
Name: SEIFERT THOMAS J
CIK: 0001473289
Role: Officer (Chief Financial Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-04 | Code: M (Exercise of derivative)
Shares: +55,000 | Price: $44.72
Total Value: $2,459,600.00
Shares Owned After: 168,790 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-08-04 | Code: S (Open market sale)
Shares: -53,861 | Price: $300.28
Total Value: $16,173,445.71
Shares Owned After: 114,929 | Ownership: D (Direct)
Footnotes:
[F1] 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.
[F2] The 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-08-04 | Code: S (Open market sale)
Shares: -1,139 | Price: $301.00
Total Value: $342,839.00
Shares Owned After: 113,790 | Ownership: D (Direct)
Footnotes:
[F1] 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Performance Stock Option (right to buy)
Date: 2026-08-04 | Code: M (Exercise of derivative)
Shares: -55,000 | Price: $0.00
Exercisable: N/A | Expires: 2032-02-13
Shares Owned After: 500,000 | Ownership: D (Direct)
Footnotes:
[F4] The 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.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] The 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.
--- Footnotes (Complete Index) ---
F1: 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.
F2: The 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.
F3: The 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.
F4: The 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.
--- Signature ---
/s/ /s/ Charlotte Bowe, by power of attorney (2026-08-06)
