Cloudflare executive has shares withheld for RSU taxes

Cloudflare, Inc. director and President Michelle Zatlyn reported routine share movements related to equity compensation.

Rhea-AI Filing Summary

Cloudflare, Inc. director and President Michelle Zatlyn reported routine share movements related to equity compensation. On May 15, 2026, 23,158 shares of Class A common stock were withheld at $199.81 per share to cover tax obligations from the vesting of restricted stock units.

After this tax-withholding disposition, she directly held 360,807 Class A shares. Additional indirect holdings recorded include 19,615 shares and 56,864 shares held through family trusts, which are reflected as separate ownership entries rather than new market trades.

Insider Trade Summary

Exercise Price or Tax Liability: 23,158 shares

Exercise Price or Tax Liability 3 txns

Insider Zatlyn Michelle

Role President and Board Co-Chair

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	23,158	$199.81	$4.63M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 360,807 shares (Direct); Class A Common Stock — 76,479 shares (Indirect, See footnote)

Footnotes (4)

1. F1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
2. F2. The 22,350 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. F3. The shares are held of record by the Revocable Trust.
4. F4. 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.

Key Figures

Tax-withheld shares: 23,158 shares Withholding price: $199.81 per share Direct holdings after event: 360,807 shares +3 more

6 metrics

Tax-withheld shares 23,158 shares Withheld on May 15, 2026 for RSU tax liability

Withholding price $199.81 per share Price used for tax-withholding shares

Direct holdings after event 360,807 shares Class A common stock held directly after tax withholding

Indirect trust holding 1 19,615 shares Class A shares held indirectly through a trust

Indirect trust holding 2 56,864 shares Class A shares held indirectly through a second trust

Re-registered PSU/RSU shares 22,350 shares PSU and RSU shares moved into the revocable trust

Key Terms

restricted stock units, RSUs, PSUs, Revocable Trust, +2 more

6 terms

restricted stock units financial

"vesting of restricted stock units, or RSUs."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"vesting of restricted stock units, or RSUs."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

PSUs financial

"The 22,350 shares issuable upon vesting and settlement of the PSUs and RSUs"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Revocable Trust financial

"now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

Irrevocable Trust financial

"The SZ 2021 Irrevocable Trust dated November 6, 2021"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

tax liability financial

"withheld to satisfy the reporting person's tax liability in connection with the vesting"

FAQ

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

What insider transaction did Cloudflare (NET) executive Michelle Zatlyn report?

Michelle Zatlyn reported a tax-related share disposition, not an open-market trade. On May 15, 2026, 23,158 Cloudflare Class A shares were withheld at $199.81 each to satisfy tax liabilities from vesting restricted stock units.

Did Cloudflare (NET) President Michelle Zatlyn sell shares in the open market?

The filing shows no open-market sale by Michelle Zatlyn. Instead, 23,158 shares were withheld by the company at $199.81 per share solely to cover tax liabilities on vesting restricted stock units, a standard compensation-related mechanism.

How many Cloudflare (NET) shares does Michelle Zatlyn hold after this Form 4?

Following the reported tax-withholding event, Michelle Zatlyn directly holds 360,807 Cloudflare Class A shares. She also has indirect positions of 19,615 and 56,864 shares held through related family trusts, according to the ownership entries.

What do the indirect Cloudflare (NET) holdings in trusts represent for Michelle Zatlyn?

The indirect holdings reflect shares recorded in family trusts associated with Michelle Zatlyn. One trust is a revocable trust that now holds re-registered RSU and PSU shares, and another is a 2021 irrevocable trust, both shown as separate ownership records.

Why were Cloudflare (NET) shares withheld for Michelle Zatlyn’s taxes?

Shares were withheld to pay tax obligations arising from restricted stock unit vesting. Instead of paying cash, 23,158 Cloudflare shares were automatically used at $199.81 each to satisfy the tax liability tied to those equity awards.

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

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Accepted by SEC EDGAR 05/19/2026 - 05:43 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 CALIFORNIA 94107

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		F(1)		23,158	D	$199.81	360,807(2)	D
Class A Common Stock								56,864	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 restricted stock units, or RSUs.

2. The 22,350 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/ Charlotte Bowe, by power of attorney	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)