[Form 4] Cloudflare, Inc. Class A common stock, par value $0.001 per share Insider Trading Activity

Rhea-AI Filing Summary

Michelle Zatlyn, Cloudflare (NET) President and Board Co-Chair, reported multiple transactions between 08/21/2025 and 08/25/2025. She exercised vested employee stock options at an exercise price of $2.04, resulting in 25,641 Class B shares converted to Class A on each of 08/21, 08/22 and 08/25 and increasing direct holdings of Class A common stock by 25,641 shares per exercise date. Concurrently, she sold a series of Class A shares under a Rule 10b5-1 trading plan adopted 02/14/2025, totaling 367,251 shares sold across the dates at weighted-average prices in the $190.29–$196.57 ranges. Shares are held across several trusts for which she serves in trustee/co-trustee roles.

Insights

Securities Analyst

TL;DR Insider executed option exercises and sold substantial Class A shares under a pre-established 10b5-1 plan; activity appears preplanned and routine.

The reporting shows immediate exercisability of $2.04 options and multiple conversions of Class B to Class A, increasing recordable Class A shares tied to the reporting person and affiliated trusts. The sales totaling 367,251 shares occurred under a 10b5-1 plan with weighted-average sale prices spanning roughly $190.29 to $196.57. For investors, this is a significant insider disposition by volume but it was executed pursuant to an affirmative-defense trading plan, reducing likelihood of opportunistic trading.

Corporate Governance Expert

TL;DR Transactions reflect structured wealth-management actions across trusts and option exercises, governed by conversion rights and a 10b5-1 plan.

The filing documents re-registration of multiple share blocks among the reporting person's family trusts and the exercise and immediate conversion of employee options. The use of a 10b5-1 plan adopted on 02/14/2025 is explicitly disclosed for the sales, which supports compliance with insider trading rules. The filing also details trustee and co-trustee relationships for multiple trusts holding the shares, clarifying the nature of indirect beneficial ownership.

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).

X

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)
08/21/2025

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	08/21/2025		C		25,641	A	(1)	49,675	I	See footnote(2)
Class A Common Stock	08/21/2025		S(3)		9,328	D	$190.8697(4)	40,347	I	See footnote(2)
Class A Common Stock	08/21/2025		S(3)		18,947	D	$191.7294(5)	21,400	I	See footnote(2)
Class A Common Stock	08/21/2025		S(3)		6,567	D	$192.7823(6)	14,833	I	See footnote(2)
Class A Common Stock	08/21/2025		S(3)		258	D	$193.3212(7)	14,575	I	See footnote(2)
Class A Common Stock	08/22/2025		C		25,641	A	(1)	40,216	I	See footnote(2)
Class A Common Stock	08/22/2025		S(3)		4,666	D	$191.201(8)	35,550	I	See footnote(2)
Class A Common Stock	08/22/2025		S(3)		5,537	D	$192.352(9)	30,013	I	See footnote(2)
Class A Common Stock	08/22/2025		S(3)		5,797	D	$193.1664(10)	24,216	I	See footnote(2)
Class A Common Stock	08/22/2025		S(3)		4,906	D	$194.4689(11)	19,310	I	See footnote(2)
Class A Common Stock	08/22/2025		S(3)		4,735	D	$195.055(12)	14,575	I	See footnote(2)
Class A Common Stock	08/25/2025		C		25,641	A	(1)	40,216	I	See footnote(2)
Class A Common Stock	08/25/2025		S(3)		4,484	D	$194.6928(13)	35,732	I	See footnote(2)
Class A Common Stock	08/25/2025		S(3)		16,612	D	$195.6539(14)	19,120	I	See footnote(2)
Class A Common Stock	08/25/2025		S(3)		4,545	D	$196.3684(15)	14,575	I	See footnote(2)
Class A Common Stock								19,615	I	See footnote(16)
Class A Common Stock								367,251	D

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
Employee Stock Option (right to buy)	$2.04	08/21/2025		M			25,641	(17)	08/07/2027	Class B Common Stock	25,641	$0	2,107,684	D
Class B Common Stock	(1)	08/21/2025		M		25,641		(1)	(1)	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	(1)	08/21/2025		C			25,641	(1)	(1)	Class A Common Stock	25,641	$0	0	D(18)
Employee Stock Option (right to buy)	$2.04	08/22/2025		M			25,641	(17)	08/07/2027	Class B Common Stock	25,641	$0	2,082,043	D
Class B Common Stock	(1)	08/22/2025		M		25,641		(1)	(1)	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	(1)	08/22/2025		C			25,641	(1)	(1)	Class A Common Stock	25,641	$0	0	D(18)
Employee Stock Option (right to buy)	$2.04	08/25/2025		M			25,641	(17)	08/07/2027	Class B Common Stock	25,641	$0	2,056,402	D
Class B Common Stock	(1)	08/25/2025		M		25,641		(1)	(1)	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	(1)	08/25/2025		C			25,641	(1)	(1)	Class A Common Stock	25,641	$0	0	D(18)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	548,086		548,086(19)(20)	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,951,414		1,951,414	I	See footnote(16)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	351,505		351,505	I	See footnote(21)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	162,968		162,968	I	See footnote(22)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	921,730		921,730	I	See footnote(23)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	944,742		944,742(24)	I	See footnote(25)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	See footnote(26)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	See footnote(27)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	200,000		200,000(28)	I	See footnote(29)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

2. The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.29 to $191.28, 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 within the ranges set forth in footnotes (4) through (15) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.29 to $192.285, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.29 to $193.285, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.29 to $193.355, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.68 to $191.66, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.74 to $192.73, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.74 to $193.735, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.855 to $194.85, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.86 to $195.38, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.13 to $195.11, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.13 to $196.12, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.13 to $196.57, inclusive.

16. 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.

17. Shares subject to the option are fully vested and immediately exercisable.

18. Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held of record by the Revocable Trust.

19. Includes 255,258 shares previously reported as held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust II"), which were re-registered on August 21, 2025 and are now held of record by the Revocable Trust.

20. Excludes 200,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 21, 2025 and are now held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust II").

21. The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.

22. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.

23. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee.

24. Excludes 255,258 shares previously reported as held of record by the 2024 Annuity Trust II, which were re-registered on August 21, 2025 and are now held of record by the Revocable Trust.

25. The shares are held of record by the 2024 Annuity Trust II.

26. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024, for which the reporting person serves as co-trustee.

27. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee.

28. Consists of 200,000 shares previously reported as held of record by the Revocable Trust, which were re-registered on August 21, 2025 and are now held of record by the 2025 Annuity Trust II.

29. The shares are held of record by the 2025 Annuity Trust II.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	08/25/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transactions did Michelle Zatlyn (NET) report?

She exercised fully vested options and converted Class B to Class A shares on 08/21/2025, 08/22/2025 and 08/25/2025 and sold 367,251 Class A shares under a 10b5-1 plan.

Were the sales by Michelle Zatlyn planned under a 10b5-1 trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 02/14/2025.

At what prices were the Class A shares sold?

Weighted-average prices reported for the sales fall in ranges from $190.29 to $196.57, depending on the transaction batch.

How many shares resulted from option exercises and conversions?

Each exercise reported involved 25,641 shares per exercise date, with conversions between Class B and Class A documented on 08/21, 08/22 and 08/25/2025.

Who holds the shares reported in the filing?

Shares are held of record by multiple trusts including The Sutherland/Zatlyn Revocable Trust and several annuity and irrevocable trusts for which the reporting person serves as trustee, co-trustee, appointer or investment advisor.