Cloudflare officer proposes $107M stock sale

The listed acquisition record describes the shares as compensation from stock options and notes a cashless exercise and same-day sale.

Rhea-AI Filing Summary

Cloudflare, Inc. is identified as the issuer in a Form 144 notice naming officer Michelle Zatlyn and listing a proposed sale of 297,027 Class A Common shares, with an aggregate market value of $106,778,236.23 and an approximate sale date of October 5, 2026. The remarks state that all shares are to be sold by The Sutherland / Zatlyn Revocable Trust dated November 17, 2016, under a selling plan dated February 27, 2026, intended to comply with Rule 10b5-1(c).

Key Figures

Proposed shares to be sold: 297,027 shares Aggregate market value: $106,778,236.23 Shares outstanding: 322,618,775 shares +1 more

4 metrics

Proposed shares to be sold 297,027 shares Class A Common

Aggregate market value $106,778,236.23 Proposed sale

Shares outstanding 322,618,775 shares Issuer figure listed in the securities information

Selling plan date February 27, 2026 Plan intended to comply with Rule 10b5-1(c)

Key Terms

Rule 144, Rule 10b5-1(c), cashless exercise, same-day sale

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Rule 10b5-1(c) regulatory

"intended to comply with Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

cashless exercise financial

"Compensation -- Cashless exercise / same-day sale"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

same-day sale financial

"Compensation -- Cashless exercise / same-day sale"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NET shares does Michelle Zatlyn plan to sell?

The notice lists a proposed sale of 297,027 Class A Common shares, with an aggregate market value of $106,778,236.23 and an approximate sale date of October 5, 2026.

How were the NET shares identified for sale acquired?

The acquisition record lists the shares as acquired from the issuer on August 8, 2017, as compensation through stock options. It also describes a cashless exercise and same-day sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 06:28 PM Accepted by SEC EDGAR 10/05/2026 - 06:28 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001786951
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Cloudflare, Inc.
SEC File Number	001-39039
Address of Issuer	101 Townsend Street San Francisco CALIFORNIA 94107
Phone	1-888-993-5273
Name of Person for Whose Account the Securities are To Be Sold	Michelle Zatlyn
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	297027	106778236.23	322618775	10/05/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	08/08/2017	Acquired as compensation -- Stock Options	Issuer			297027	08/08/2017	Compensation -- Cashless exercise / same-day sale

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/21/2026	11001	3052349.56
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/13/2026	11020	2947856.61
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/13/2026	11019	2910757
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/04/2026	11001	3107865.01
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/04/2026	11001	3088127.01
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/15/2026	11001	3130477.56
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/15/2026	11001	3149567.6
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/19/2026	11001	3265685.35
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/03/2026	11001	3090659.44
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/19/2026	11001	3248443.49
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/03/2026	11001	3047912.86
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/15/2026	11001	3174512.37
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/21/2026	11001	3029830.51
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/20/2026	11001	3132189.32
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/14/2026	11001	3074424.17
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/08/2026	11001	3061211.97
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/08/2026	11001	3024806.36
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/08/2026	11001	3070034.77
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/20/2026	11001	3118021.13
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/14/2026	11001	3098227.03
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/20/2026	11001	3157735.84
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/14/2026	11001	3005220.18
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/19/2026	11001	3209484.54
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/03/2026	11001	3066646.46
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/13/2026	11019	2928017.16
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	09/04/2026	11001	3099932.19
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	08/21/2026	11001	3073943.42

144: Remarks and Signature

Remarks	The sales of shares set forth herein are made in connection with a selling plan dated February 27, 2026 that is intended to comply with Rule 10b5-1(c). All shares to be sold by The Sutherland / Zatlyn Revocable Trust.
Date of Notice	10/05/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	02/27/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Michelle Zatlyn
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)