Cloudflare (NYSE: NET) president withholds 20,100 shares for tax liability

Rhea-AI Filing Summary

Cloudflare, Inc. director and President Michelle Zatlyn reported a tax-related share disposition linked to equity vesting. On February 15, 2026, 20,100 shares of Class A common stock were withheld at a price of $195.85 per share to satisfy her tax liability from vesting PSUs and RSUs. After this withholding, she directly holds 406,811 shares.

The filing also shows indirect ownership through two trusts. One trust holds 43,953 shares and another holds 19,615 shares, reflecting shares issuable upon vesting and settlement of PSUs and RSUs that were re-registered into a revocable trust and shares held by a separate irrevocable trust.

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

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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)
02/15/2026

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	02/15/2026		F(1)		20,100	D	$195.85	406,811(2)	D
Class A Common Stock								43,953	I	See footnote(3)
Class A Common Stock								19,615	I	See footnote(4)

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

Explanation of Responses:

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

2. The 19,398 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").

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

4. 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.

Remarks:

	/s/ Chad Skinner, by power of attorney	02/18/2026
	** 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).
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FAQ

What did Cloudflare (NET) executive Michelle Zatlyn report in this Form 4?

Michelle Zatlyn reported a tax-related share disposition tied to equity vesting. 20,100 Class A shares were withheld to cover tax liabilities from vesting PSUs and RSUs, with her direct and trust-related holdings detailed after the transaction for clearer disclosure of ownership.

How many Cloudflare shares were withheld for Michelle Zatlyn’s taxes?

A total of 20,100 Class A shares were withheld to satisfy Michelle Zatlyn’s tax liability. The withholding relates to the vesting of performance-based and restricted stock units, reflecting a non-market disposition rather than an open-market sale of Cloudflare stock.

What is Michelle Zatlyn’s direct Cloudflare share ownership after this transaction?

After the tax-withholding disposition, Michelle Zatlyn directly owns 406,811 Class A shares of Cloudflare. This figure represents her remaining direct holdings following the 20,100-share withholding associated with the vesting of performance-based restricted stock units and restricted stock units.

How many Cloudflare shares does Michelle Zatlyn hold indirectly through trusts?

The filing shows indirect ownership through two trusts holding 43,953 and 19,615 Class A shares, respectively. One revocable trust holds re-registered shares from vested PSUs and RSUs, while a separate irrevocable trust holds additional shares, both associated with her estate and ownership planning.

Was this Cloudflare Form 4 a market sale by Michelle Zatlyn?

No, the disposition reflects tax withholding, not an open-market sale. Shares were withheld to meet tax obligations from vested PSUs and RSUs, a common administrative mechanism for equity compensation rather than a discretionary sale of Cloudflare stock in the market.

What type of equity awards triggered the Cloudflare tax withholding for Michelle Zatlyn?

The tax withholding was triggered by the vesting of performance-based restricted stock units (PSUs) and restricted stock units (RSUs). As these awards vested, a portion of the resulting shares was withheld to satisfy her related tax liabilities, as described in the filing footnotes.