Cloudflare (NET) trusts sell 76,923 shares after option conversions

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. director and executive Michelle Zatlyn reported a series of option exercises, share conversions, and related share sales. On March 3–5, 2026, employee stock options for 25,641 Class B shares were exercised each day and the resulting Class B Common Stock was converted into 25,641 Class A Common Stock per day.

The newly issued Class A shares were re-registered into The Sutherland/Zatlyn Revocable Trust, and multiple irrevocable and annuity trusts associated with Zatlyn then sold an aggregate of 76,923 Class A Common Stock in open-market transactions at weighted-average prices ranging from about $173 to $191 per share, under a Rule 10b5-1 trading plan adopted on February 14, 2025. Zatlyn continues to hold significant positions through direct holdings, such as 406,811 Class A shares, and through various trusts that collectively hold large amounts of Class B Common Stock that is convertible one-for-one into Class A.

Insider Trade Summary

Net Seller: 76,923 shares ($13,941,970)

Net Sell 35 txns

Insider Zatlyn Michelle

Role President and Board Co-Chair

Sold 76,923 shs ($13.94M)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	25,641	$0.00	--
Exercise	Class B Common Stock	25,641	$0.00	--
Conversion	Class B Common Stock	25,641	$0.00	--
Conversion	Class A Common Stock	25,641	$0.00	--
Sale	Class A Common Stock	1,226	$187.0978	$229K
Sale	Class A Common Stock	7,038	$187.8551	$1.32M
Sale	Class A Common Stock	1,526	$188.8254	$288K
Sale	Class A Common Stock	9,805	$190.1102	$1.86M
Sale	Class A Common Stock	6,046	$191.0954	$1.16M
Exercise	Employee Stock Option (right to buy)	25,641	$0.00	--
Exercise	Class B Common Stock	25,641	$0.00	--
Conversion	Class B Common Stock	25,641	$0.00	--
Conversion	Class A Common Stock	25,641	$0.00	--
Sale	Class A Common Stock	11,477	$179.0482	$2.05M
Sale	Class A Common Stock	11,867	$179.9631	$2.14M
Sale	Class A Common Stock	2,297	$180.7638	$415K
Exercise	Employee Stock Option (right to buy)	25,641	$0.00	--
Exercise	Class B Common Stock	25,641	$0.00	--
Conversion	Class B Common Stock	25,641	$0.00	--
Conversion	Class A Common Stock	25,641	$0.00	--
Sale	Class A Common Stock	7,354	$174.0829	$1.28M
Sale	Class A Common Stock	17,423	$174.7796	$3.05M
Sale	Class A Common Stock	864	$175.648	$152K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 1,517,941 shares (Direct); Class B Common Stock — 25,641 shares (Direct); Class A Common Stock — 60,155 shares (Indirect, See footnote); Class B Common Stock — 552,438 shares (Indirect, See footnote); Class A Common Stock — 406,811 shares (Direct)

Footnotes (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. 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"). 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.30 to $174.29, inclusive. The reporting person undertakes to provide to 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 (14) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.30 to $175.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.30 to $176.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.53 to $179.52, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.53 to $180.52, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.53 to $181.07, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.38 to $187.33, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.38 to $188.335, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.425 to $189.38, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.605 to $190.60, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.61 to $191.435, inclusive. 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. Shares subject to the option are fully vested and immediately exercisable. 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. 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. The shares are held of record by The SZ 2023 Irrevocable Trust dated August 29, 2023, for which the reporting person serves as a co-trustee. 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. The shares are 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 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. 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. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025, for which the reporting person serves as trustee.

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 07:18 PM

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

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)
03/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/03/2026		C		25,641	A	⁽¹⁾	60,155	I	See footnote⁽²⁾
Class A Common Stock	03/03/2026		S⁽³⁾		7,354	D	$174.0829⁽⁴⁾	52,801	I	See footnote⁽²⁾
Class A Common Stock	03/03/2026		S⁽³⁾		17,423	D	$174.7796⁽⁵⁾	35,378	I	See footnote⁽²⁾
Class A Common Stock	03/03/2026		S⁽³⁾		864	D	$175.648⁽⁶⁾	34,514	I	See footnote⁽²⁾
Class A Common Stock	03/04/2026		C		25,641	A	⁽¹⁾	60,155	I	See footnote⁽²⁾
Class A Common Stock	03/04/2026		S⁽³⁾		11,477	D	$179.0482⁽⁷⁾	48,678	I	See footnote⁽²⁾
Class A Common Stock	03/04/2026		S⁽³⁾		11,867	D	$179.9631⁽⁸⁾	36,811	I	See footnote⁽²⁾
Class A Common Stock	03/04/2026		S⁽³⁾		2,297	D	$180.7638⁽⁹⁾	34,514	I	See footnote⁽²⁾
Class A Common Stock	03/05/2026		C		25,641	A	⁽¹⁾	60,155	I	See footnote⁽²⁾
Class A Common Stock	03/05/2026		S⁽³⁾		1,226	D	$187.0978⁽¹⁰⁾	58,929	I	See footnote⁽²⁾
Class A Common Stock	03/05/2026		S⁽³⁾		7,038	D	$187.8551⁽¹¹⁾	51,891	I	See footnote⁽²⁾
Class A Common Stock	03/05/2026		S⁽³⁾		1,526	D	$188.8254⁽¹²⁾	50,365	I	See footnote⁽²⁾
Class A Common Stock	03/05/2026		S⁽³⁾		9,805	D	$190.1102⁽¹³⁾	40,560	I	See footnote⁽²⁾
Class A Common Stock	03/05/2026		S⁽³⁾		6,046	D	$191.0954⁽¹⁴⁾	34,514	I	See footnote⁽²⁾
Class A Common Stock								406,811	D
Class A Common Stock								19,615	I	See footnote⁽¹⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.04	03/03/2026		M			25,641	⁽¹⁶⁾	08/07/2027	Class B Common Stock	25,641	$0	1,569,223	D
Class B Common Stock	⁽¹⁾	03/03/2026		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	03/03/2026		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽¹⁷⁾
Employee Stock Option (right to buy)	$2.04	03/04/2026		M			25,641	⁽¹⁶⁾	08/07/2027	Class B Common Stock	25,641	$0	1,543,582	D
Class B Common Stock	⁽¹⁾	03/04/2026		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	03/04/2026		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽¹⁷⁾
Employee Stock Option (right to buy)	$2.04	03/05/2026		M			25,641	⁽¹⁶⁾	08/07/2027	Class B Common Stock	25,641	$0	1,517,941	D
Class B Common Stock	⁽¹⁾	03/05/2026		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	03/05/2026		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽¹⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	552,438		552,438	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	351,505		351,505	I	See footnote⁽¹⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,064,551		2,064,551	I	See footnote⁽¹⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	4,819		4,819	I	See footnote⁽¹⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	921,730		921,730	I	See footnote⁽²⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	944,742		944,742	I	See footnote⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	790,659		790,659	I	See footnote⁽²²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000		1,000,000	I	See footnote⁽²³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000		200,000	I	See footnote⁽²⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽²⁵⁾

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 $173.30 to $174.29, inclusive. The reporting person undertakes to provide to 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 (14) 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 $174.30 to $175.29, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.30 to $176.01, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.53 to $179.52, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.53 to $180.52, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.53 to $181.07, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.38 to $187.33, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.38 to $188.335, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.425 to $189.38, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.605 to $190.60, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.61 to $191.435, inclusive.

15. 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.

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

17. 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.

18. 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.

19. The shares are held of record by The SZ 2023 Irrevocable Trust dated August 29, 2023, for which the reporting person serves as a co-trustee.

20. 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.

21. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee.

22. 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.

23. 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.

24. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee.

25. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025, for which the reporting person serves as trustee.

	/s/ Chad Skinner, by power of attorney	03/05/2026
	** 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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cloudflare (NET) report for Michelle Zatlyn?

Cloudflare reported that trusts associated with Michelle Zatlyn exercised options into Class B stock, converted those into Class A stock, and sold 76,923 Class A shares in open-market transactions, while retaining substantial remaining Class A and Class B holdings.

How many Cloudflare (NET) shares were sold in this Form 4 filing?

Trusts associated with Michelle Zatlyn sold a total of 76,923 shares of Cloudflare Class A Common Stock in multiple open-market trades, executed at weighted-average prices ranging from about $173 to $191 per share over March 3–5, 2026.

Were the Cloudflare (NET) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states that the reported sales of Cloudflare Class A shares were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025, which pre-schedules trades according to predetermined instructions.

What option exercises did Cloudflare (NET) disclose for Michelle Zatlyn?

The filing shows employee stock options for 25,641 shares of Class B Common Stock were exercised on each of March 3, 4, and 5, 2026, with those Class B shares then converted one-for-one into Class A shares and held in a revocable trust.

How are the Cloudflare (NET) shares held after these transactions?

After the transactions, Michelle Zatlyn holds Cloudflare stock both directly and indirectly, including 406,811 Class A shares directly and additional Class A and Class B shares held of record by several revocable, irrevocable, and annuity trusts where she serves as trustee, co-trustee, appointer, or advisor.

What is the relationship between Cloudflare (NET) Class A and Class B shares in this filing?

Each share of Cloudflare Class B Common Stock is convertible at any time into one share of Class A Common Stock at the reporting person’s election and has no expiration date, enabling the trusts to convert Class B holdings into tradable Class A shares.