NET Form 4: Zatlyn exercised options and executed 10b5-1 sales Oct 2025

Q: Were the sales part of a prearranged plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/14/2025.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Insider transactions by Michelle Zatlyn, President and Board Co-Chair of Cloudflare, Inc. (NET)

The filing shows a sequence of option exercises and planned sales executed under a Rule 10b5-1 trading plan between 10/07/2025 and 10/09/2025. The reporting person exercised employee options with an exercise price of $2.04 to acquire 25,641 shares on each of the three days, and sold a total of 367,251 Class A shares across those dates at weighted-average prices in the ~$214.29–$221.63 ranges. Following these transactions, certain shares remain held indirectly in multiple trusts and the filing notes fully vested options and conversion mechanics between Class B and Class A shares.

Positive

Used a Rule 10b5-1 trading plan which provides an affirmative defense for the timing of sales
Exercised fully vested options at a low exercise price of $2.04, indicating routine option monetization rather than emergency liquidity

Negative

Large aggregate sale of 367,251 Class A shares between 10/07/2025 and 10/09/2025, reducing indirect public holdings
Multiple consecutive sales at market prices with weighted-average prices spanning roughly $214–$221, representing material disposition over a short period

Insights

TL;DR: Option exercises followed by systematic sales under a 10b5-1 plan reduced indirect Class A holdings.

The reporting person exercised vested employee options at an exercise price of $2.04 on 10/07/2025, 10/08/2025, and 10/09/2025, creating newly issued Class A shares that were then sold under a Rule 10b5-1 plan. The filing lists weighted-average sale prices across multiple tranches in the $214.29–$221.63 ranges.

Dependencies and risks include the automated nature of the 10b5-1 plan (which limits interpretive context) and the continuing indirect holdings held across several trusts. Monitor subsequent SEC filings for additional scheduled plan trades or changes to trust holdings within the next reporting cycle.

TL;DR: Exercise of fully vested options and large block sales realized proceeds while leaving substantial indirect ownership in trusts.

The filing shows three identical option exercises (25,641 options each) that were immediately exercisable and resulted in Class A share issuances. Total shares sold across the reported period sum to 367,251 Class A shares, executed at multiple weighted-average prices disclosed in footnotes.

Key items to watch are any future Form 4s showing additional sales from the same 10b5-1 plan and whether conversions of Class B to Class A occur; these could materially change voting or economic exposure over the coming months.

Insider Trade Summary

Net Seller: 76,923 shares ($16,718,699)

Net Sell 36 txns

Insider Zatlyn Michelle

Role President and Board Co-Chair

Sold 76,923 shs ($16.72M)

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	16,044	$214.8634	$3.45M
Sale	Class A Common Stock	6,077	$215.6265	$1.31M
Sale	Class A Common Stock	1,155	$216.5657	$250K
Sale	Class A Common Stock	2,365	$217.6621	$515K
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	7,783	$216.7936	$1.69M
Sale	Class A Common Stock	3,195	$217.6568	$695K
Sale	Class A Common Stock	5,936	$218.8204	$1.30M
Sale	Class A Common Stock	6,702	$219.7758	$1.47M
Sale	Class A Common Stock	2,025	$220.5824	$447K
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	6,729	$217.3045	$1.46M
Sale	Class A Common Stock	12,886	$218.1261	$2.81M
Sale	Class A Common Stock	4,787	$218.9439	$1.05M
Sale	Class A Common Stock	1,239	$220.9941	$274K
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) — 1,902,556 shares (Direct); Class B Common Stock — 25,641 shares (Direct); Class A Common Stock — 40,216 shares (Indirect, See footnote); Class B Common Stock — 548,086 shares (Indirect, See footnote); Class A Common Stock — 367,251 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 $216.71 to $217.70, 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 (16) 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 $217.71 to $218.70, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.71 to $219.28, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.68 to $221.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.215 to $217.20, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.225 to $218.19, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.35 to $219.34, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.35 to $220.34, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.35 to $220.84, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.29 to $215.26, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.29 to $216.28, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.29 to $217.27, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.30 to $217.99, 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 Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as 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.

Form 4 Insider Transactions: What Each Field Means →

10/09/2025 - 05:50 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)
10/07/2025

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)
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	10/07/2025		C		25,641	A	⁽¹⁾	40,216	I	See footnote⁽²⁾
Class A Common Stock	10/07/2025		S⁽³⁾		6,729	D	$217.3045⁽⁴⁾	33,487	I	See footnote⁽²⁾
Class A Common Stock	10/07/2025		S⁽³⁾		12,886	D	$218.1261⁽⁵⁾	20,601	I	See footnote⁽²⁾
Class A Common Stock	10/07/2025		S⁽³⁾		4,787	D	$218.9439⁽⁶⁾	15,814	I	See footnote⁽²⁾
Class A Common Stock	10/07/2025		S⁽³⁾		1,239	D	$220.9941⁽⁷⁾	14,575	I	See footnote⁽²⁾
Class A Common Stock	10/08/2025		C		25,641	A	⁽¹⁾	40,216	I	See footnote⁽²⁾
Class A Common Stock	10/08/2025		S⁽³⁾		7,783	D	$216.7936⁽⁸⁾	32,433	I	See footnote⁽²⁾
Class A Common Stock	10/08/2025		S⁽³⁾		3,195	D	$217.6568⁽⁹⁾	29,238	I	See footnote⁽²⁾
Class A Common Stock	10/08/2025		S⁽³⁾		5,936	D	$218.8204⁽¹⁰⁾	23,302	I	See footnote⁽²⁾
Class A Common Stock	10/08/2025		S⁽³⁾		6,702	D	$219.7758⁽¹¹⁾	16,600	I	See footnote⁽²⁾
Class A Common Stock	10/08/2025		S⁽³⁾		2,025	D	$220.5824⁽¹²⁾	14,575	I	See footnote⁽²⁾
Class A Common Stock	10/09/2025		C		25,641	A	⁽¹⁾	40,216	I	See footnote⁽²⁾
Class A Common Stock	10/09/2025		S⁽³⁾		16,044	D	$214.8634⁽¹³⁾	24,172	I	See footnote⁽²⁾
Class A Common Stock	10/09/2025		S⁽³⁾		6,077	D	$215.6265⁽¹⁴⁾	18,095	I	See footnote⁽²⁾
Class A Common Stock	10/09/2025		S⁽³⁾		1,155	D	$216.5657⁽¹⁵⁾	16,940	I	See footnote⁽²⁾
Class A Common Stock	10/09/2025		S⁽³⁾		2,365	D	$217.6621⁽¹⁶⁾	14,575	I	See footnote⁽²⁾
Class A Common Stock								19,615	I	See footnote⁽¹⁷⁾
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)
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	10/07/2025		M			25,641	⁽¹⁸⁾	08/07/2027	Class B Common Stock	25,641	$0	1,953,838	D
Class B Common Stock	⁽¹⁾	10/07/2025		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	10/07/2025		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽¹⁹⁾
Employee Stock Option (right to buy)	$2.04	10/08/2025		M			25,641	⁽¹⁸⁾	08/07/2027	Class B Common Stock	25,641	$0	1,928,197	D
Class B Common Stock	⁽¹⁾	10/08/2025		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	10/08/2025		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽¹⁹⁾
Employee Stock Option (right to buy)	$2.04	10/09/2025		M			25,641	⁽¹⁸⁾	08/07/2027	Class B Common Stock	25,641	$0	1,902,556	D
Class B Common Stock	⁽¹⁾	10/09/2025		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	10/09/2025		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽¹⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	548,086		548,086	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,951,414		1,951,414	I	See footnote⁽¹⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	351,505		351,505	I	See footnote⁽²⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	162,968		162,968	I	See footnote⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	921,730		921,730	I	See footnote⁽²²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	944,742		944,742	I	See footnote⁽²³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000		1,000,000	I	See footnote⁽²⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000		1,000,000	I	See footnote⁽²⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000		200,000	I	See footnote⁽²⁶⁾

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 $216.71 to $217.70, 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 (16) 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 $217.71 to $218.70, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.71 to $219.28, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.68 to $221.63, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.215 to $217.20, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.225 to $218.19, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.35 to $219.34, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.35 to $220.34, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.35 to $220.84, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.29 to $215.26, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.29 to $216.28, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.29 to $217.27, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.30 to $217.99, inclusive.

17. 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.

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

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	10/09/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Michelle Zatlyn (NET) do according to the Form 4?

The filing reports that Michelle Zatlyn exercised employee options at an exercise price of $2.04 and sold a total of 367,251 Class A shares under a Rule 10b5-1 plan between 10/07/2025 and 10/09/2025.

Were the options exercised immediately exercisable?

Yes. The filing states the shares subject to the option are fully vested and immediately exercisable.

At what prices were the shares sold?

Sales occurred in multiple transactions with weighted-average price ranges disclosed in the filing, spanning approximately $214.29 to $221.63.

Were the sales part of a prearranged plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 02/14/2025.

What holdings remain after these transactions?

The filing shows remaining indirect holdings across multiple trusts; specific trust balances are listed and the reporting person continues to have indirect ownership through those trusts.

NET Form 4: Zatlyn exercised options and executed 10b5-1 sales Oct 2025