Cloudflare (NET) executive equity update: PSUs vest, 349,644 shares held

Rhea-AI Filing Summary

Cloudflare (NET) reported insider equity activity by its President and Board Co-Chair, who is also a director. On November 15, 2025, 21,889 performance-based restricted stock units (PSUs) became Class A shares after the performance metric was met and began vesting in six equal quarterly installments starting that date. To cover related tax obligations, 20,058 Class A shares were withheld, leaving 349,644 Class A shares held directly.

The reporting person also has indirect ownership through two trusts that hold 34,013 and 19,615 Class A shares. The PSU award consists of multiple tranches tied to stock price goals between $156.00 and $579.00, with one tranche tied to a $203.00 stock price goal now eligible to vest and 131,334 PSUs remaining beneficially owned. The PSUs continue to vest quarterly, subject to service conditions, with certain provisions applying upon a change in control.

Insider Trade Summary

21,889 shares exercised/converted

Mixed 5 txns

Insider Zatlyn Michelle

Role President and Board Co-Chair

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	21,889	$0.00	--
Exercise	Class A Common Stock	21,889	$0.00	--
Tax Withholding	Class A Common Stock	20,058	$210.60	$4.22M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units — 131,334 shares (Direct); Class A Common Stock — 389,140 shares (Direct); Class A Common Stock — 34,013 shares (Indirect, See footnote)

Footnotes (1)

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 November 15, 2025. Each PSU represents a contingent right to receive one share of Issuer Class A common stock. 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. The 19,438 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"). The shares are held of record by the Revocable Trust. 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. 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 $203.00 Stock Price Goal and following the date of certification of achievement of the $203.00 Stock Price Goal, 21,889 PSUs became eligible to vest in six quarterly installments beginning on November 15, 2025. The remaining four separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $263.00 to $579.00. 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.

Form 4 Insider Transactions: What Each Field Means →

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)
11/15/2025

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	11/15/2025		M		21,889(1)	A	(2)	389,140	D
Class A Common Stock	11/15/2025		F(3)		20,058	D	$210.6	349,644(4)	D
Class A Common Stock								34,013	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)	11/15/2025		M			21,889	(7)(8)	02/04/2032	Class A Common Stock	21,889	$0	131,334	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 November 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 19,438 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 $203.00 Stock Price Goal and following the date of certification of achievement of the $203.00 Stock Price Goal, 21,889 PSUs became eligible to vest in six quarterly installments beginning on November 15, 2025. The remaining four separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $263.00 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.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	11/18/2025
	** 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 transaction did Cloudflare (NET) report in this Form 4?

The filing reports that an executive who is both President and Board Co-Chair and a director had 21,889 performance-based restricted stock units (PSUs) convert into Class A common stock on November 15, 2025, after meeting the required performance metric.

How many Cloudflare (NET) shares were withheld for taxes in this transaction?

In connection with the PSU vesting, 20,058 Class A common shares were withheld to satisfy the reporting person’s tax liabilities related to the vesting of PSUs or restricted stock units.

How many Cloudflare (NET) shares does the insider own after the transaction?

After the reported transactions, the insider directly owns 349,644 Class A shares and indirectly owns 34,013 shares through The Sutherland/Zatlyn Revocable Trust and 19,615 shares through The SZ 2021 Irrevocable Trust.

What are the terms of the Cloudflare (NET) performance stock units reported?

The PSUs are split into six tranches tied to stock price goals ranging from $156.00 to $579.00. Upon achievement of a stock price goal, one-sixth of the shares in that tranche vest on each quarterly vesting date (2/15, 5/15, 8/15, or 11/15), subject to continued service, with time-based vesting waived upon a change in control.

Which PSU tranche for Cloudflare (NET) has currently met its stock price goal?

The tranche tied to a $203.00 stock price goal has met its requirement, making 21,889 PSUs eligible to vest in six quarterly installments beginning on November 15, 2025.

How many Cloudflare (NET) performance stock units remain after this Form 4 transaction?

Following the reported transaction, the insider beneficially owns 131,334 performance stock units, subject to the stock price goals and ongoing service conditions described.