08/06/2026 | Press release | Distributed by Public on 08/06/2026 17:03
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Performance Stock Option (right to buy) | $44.72 | 08/04/2026 | M | 55,000 | (4) | 02/13/2032 | Class A Common Stock | 55,000 | $ 0 | 500,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
SEIFERT THOMAS J C/O CLOUDFLARE, INC. 405 COMAL STREET AUSTIN, TX 78702 |
Chief Financial Officer | |||
| /s/ Charlotte Bowe, by power of attorney | 08/06/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |