Cloudflare (NET) insider: 21,888 PSUs eligible to vest; 18,206 shares withheld

Insider vesting and share withholding following performance award certification.

Rhea-AI Filing Summary

Insider vesting and share withholding following performance award certification. Michelle Zatlyn, President and Board Co-Chair of Cloudflare, received 21,888 performance stock units that became eligible to vest after certification of the $156 stock price goal and will vest in six equal quarterly installments beginning 08/15/2025. She also had 18,206 shares withheld at $195.38 per share to satisfy tax withholding on vested awards. Following these transactions, she directly beneficially owns 403,101 Class A shares and holds additional shares indirectly through two trusts (the Revocable Trust and the SZ 2021 Irrevocable Trust).

Positive

• Performance metric achieved: Certification of the $156 stock price goal made 21,888 PSUs eligible to vest, reflecting achievement of a compensation milestone
• Continued ownership: Reporting person retains substantial economic exposure with 403,101 direct Class A shares plus additional indirect trust holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting after achievement of a price-based performance threshold; modest dilution-neutral transfer to trusts.

The filing documents that a tranche tied to a $156 stock price goal was certified, triggering eligibility for 21,888 PSUs to vest quarterly beginning 08/15/2025. The reporter had 18,206 shares withheld to cover tax obligations at an average price of $195.38, and 17,644 shares were re-registered into the Revocable Trust. The transactions are consistent with compensation realization by an executive and internal re-registration to estate planning vehicles; they do not reflect open-market purchases or sales that would materially change market float.

Corporate Governance Expert

TL;DR: Governance and compensation mechanics executed as structured; transfers to trusts indicate estate planning, not control shifts.

The report shows PSUs converting to shares upon meeting a predetermined stock-price metric and time-based vesting conditions. The reporting person continues to hold significant direct and indirect stakes (403,101 direct Class A shares plus trust holdings). Share re-registration to the Revocable Trust and holdings in an irrevocable trust are standard succession and tax planning moves and do not indicate a change in board-level control or a new material governance arrangement.

Insider Trade Summary

21,888 shares exercised/converted

Exercise 5 txns

Insider Zatlyn Michelle

Role President and Board Co-Chair

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	21,888	$0.00	$0.00
Exercise	Class A Common Stock	21,888	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	18,206	$195.38	$3.56M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units — 153,223 contracts (Direct); Class A Common Stock — 367,251 shares (Direct); Class A Common Stock — 43,649 shares (Indirect, See footnote)

Footnotes (8)

1. F1. The reported shares are represented by performance-based restricted stock units ("PSUs") for which the performance metric has been met and which vest in six equal quarterly installments beginning on August 15, 2025.
2. F2. Each PSU represents a contingent right to receive one share of Issuer Class A common stock.
3. F3. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of PSUs or restricted stock units ("RSUs"), as applicable.
4. F4. The 17,644 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
5. F5. The shares are held of record by the Revocable Trust.
6. F6. The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
7. F7. The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of the $156.00 Stock Price Goal and following the date of certification of achievement of the $156.00 Stock Price Goal, 21,888 PSUs became eligible to vest in six quarterly installments beginning on August 15, 2025. The remaining five separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $203.00 to $579.00.
8. F8. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become 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. In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.

FAQ

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

What did Michelle Zatlyn report on Form 4 for NET?

She reported that 21,888 performance stock units became eligible to vest after certification of the $156 stock price goal and that 18,206 shares were withheld to satisfy tax withholding.

When do the newly eligible PSUs begin vesting?

Those PSUs will vest in six equal quarterly installments beginning on 08/15/2025.

How many Class A shares does Michelle Zatlyn beneficially own after the transactions?

She beneficially owns 403,101 Class A shares directly; additional shares are held indirectly in the Revocable Trust and the SZ 2021 Irrevocable Trust.

Why were 18,206 shares reported with a price of $195.38?

Those shares were withheld to satisfy tax liabilities related to vested PSUs or RSUs at an average withholding price of $195.38 per share.

Do these transactions indicate a sale of shares on the open market?

No. The filing shows vesting and tax-withholding and re-registration into trusts, not open-market sales or purchases.

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

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Accepted by SEC EDGAR 08/19/2025 - 06:43 PM Learn about SEC filing dates

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Zatlyn Michelle

(Last) (First) (Middle)

C/O CLOUDFLARE, INC.

101 TOWNSEND STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and Board Co-Chair

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/15/2025		M		21,888(1)	A	(2)	403,101	D
Class A Common Stock	08/15/2025		F(3)		18,206	D	$195.38	367,251(4)	D
Class A Common Stock								24,034	I	See footnote(5)
Class A Common Stock								19,615	I	See footnote(6)

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
Performance Stock Units	(2)	08/15/2025		M			21,888	(7)(8)	02/04/2032	Class A Common Stock	21,888	$0	153,223	D

Explanation of Responses:

1. The reported shares are represented by performance-based restricted stock units ("PSUs") for which the performance metric has been met and which vest in six equal quarterly installments beginning on August 15, 2025.

2. Each PSU represents a contingent right to receive one share of Issuer Class A common stock.

3. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of PSUs or restricted stock units ("RSUs"), as applicable.

4. The 17,644 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").

5. The shares are held of record by the Revocable Trust.

6. The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.

7. The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of the $156.00 Stock Price Goal and following the date of certification of achievement of the $156.00 Stock Price Goal, 21,888 PSUs became eligible to vest in six quarterly installments beginning on August 15, 2025. The remaining five separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $203.00 to $579.00.

8. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become 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. In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.

	/s/ Lindsey Cochran, by power of attorney	08/19/2025
	** 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).
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