[Form 4] Cloudflare, Inc. Insider Trading Activity

Q: What did Cloudflare (NET) insider Michelle Zatlyn report on this Form 4?

The Form 4 reports multiple transactions on September 23-25, 2025 , including acquisitions tied to options/convertible activity and aggregate dispositions of 367,251 Class A shares .

Q: Does the filing show any option or exercise activity?

Yes. The Form 4 lists Employee Stock Options with a $2.04 exercise price , 25,641-share tranches, and notes the options are fully vested and immediately exercisable.

Q: How many shares does the filing show sold and acquired?

The filing discloses 367,251 shares sold (dispositions) and acquisition-type entries of 25,641 shares on several dates tied to option/convertible transactions.

Filing Impact

(High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Michelle Zatlyn, President and Board Co-Chair of Cloudflare (NET), reported multiple transactions on September 23-25, 2025. The Form 4 shows the reporting person acquired Class A Common Stock in three convertible/option-related transactions of 25,641 shares each and reported aggregate dispositions of 367,251 shares of Class A Common Stock over the reporting period. Many sold shares were executed pursuant to a Rule 10b5-1 trading plan adopted February 14, 2025. The filing also lists large indirect holdings held in various trusts and Class B shares convertible one-for-one into Class A. Employee stock options with a $2.04 exercise price and immediate exercisability are reported in connection with the transactions.

Positive

Sales executed under a Rule 10b5-1 trading plan, indicating pre-planned dispositions
Detailed disclosure of prices and ranges for multiple sale tranches, improving transparency
Continued indirect holdings reported via trusts and convertible Class B shares, showing retained economic interest

Negative

Large aggregate dispositions: 367,251 Class A shares sold, representing significant insider liquidity
Substantial transfers between ownership forms (multiple conversions/registrations) which may complicate assessment of free float changes

Insights

TL;DR: Significant insider sales executed under a 10b5-1 plan; option activity and trust holdings maintained.

The Form 4 documents extensive disposition activity totaling 367,251 Class A shares sold across multiple transactions on September 23-25, 2025, with the filer noting sales were effectuated under a Rule 10b5-1 plan. The filing also records option/convertible-related acquisitions of 25,641-share tranches and lists sizeable indirect holdings held in multiple trusts and Class B shares convertible one-for-one to Class A. For investors, the filing signals liquidity actions by a senior insider while preserving continued indirect ownership via trusts.

TL;DR: Reporting shows orderly, pre-planned sales and complex trust arrangements; disclosures are thorough.

The filer discloses that sales were made pursuant to a Rule 10b5-1 trading plan, which is a standard mechanism to avoid trading on material nonpublic information. The Form 4 also details the reporting person’s roles, co-trustee/appointer positions over multiple trusts, and conversion mechanics of Class B to Class A shares. The document provides explicit weighted-average price ranges and indicates fully vested, exercisable options with a $2.04 strike. Disclosure quality appears complete for these transactions.

09/25/2025 - 06:04 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).

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)
09/23/2025

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	09/23/2025		C		25,641	A	⁽¹⁾	40,216	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		2,722	D	$220.7084⁽⁴⁾	37,494	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		8,267	D	$222.3211⁽⁵⁾	29,227	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		4,238	D	$223.1864⁽⁶⁾	24,989	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		3,705	D	$224.2485⁽⁷⁾	21,284	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		4,001	D	$225.2415⁽⁸⁾	17,283	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		2,052	D	$226.1436⁽⁹⁾	15,231	I	See footnote⁽²⁾
Class A Common Stock	09/23/2025		S⁽³⁾		656	D	$227.0073⁽¹⁰⁾	14,575	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		C		25,641	A	⁽¹⁾	40,216	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		4,321	D	$218.7188⁽¹¹⁾	35,895	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		2,938	D	$219.8182⁽¹²⁾	32,957	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		11,284	D	$220.9083⁽¹³⁾	21,673	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		1,344	D	$222.1178⁽¹⁴⁾	20,329	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		2,886	D	$223.2111⁽¹⁵⁾	17,443	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		970	D	$224.0279⁽¹⁶⁾	16,473	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		1,458	D	$225.3536⁽¹⁷⁾	15,015	I	See footnote⁽²⁾
Class A Common Stock	09/24/2025		S⁽³⁾		440	D	$226.2152⁽¹⁸⁾	14,575	I	See footnote⁽²⁾
Class A Common Stock	09/25/2025		C		25,641	A	⁽¹⁾	40,216	I	See footnote⁽²⁾
Class A Common Stock	09/25/2025		S⁽³⁾		8,224	D	$211.4269⁽¹⁹⁾	31,992	I	See footnote⁽²⁾
Class A Common Stock	09/25/2025		S⁽³⁾		6,587	D	$212.2339⁽²⁰⁾	25,405	I	See footnote⁽²⁾
Class A Common Stock	09/25/2025		S⁽³⁾		9,968	D	$213.406⁽²¹⁾	15,437	I	See footnote⁽²⁾
Class A Common Stock	09/25/2025		S⁽³⁾		862	D	$214.02⁽²²⁾	14,575	I	See footnote⁽²⁾
Class A Common Stock								19,615	I	See footnote⁽²³⁾
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	09/23/2025		M			25,641	⁽²⁴⁾	08/07/2027	Class B Common Stock	25,641	$0	2,030,761	D
Class B Common Stock	⁽¹⁾	09/23/2025		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	09/23/2025		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽²⁵⁾
Employee Stock Option (right to buy)	$2.04	09/24/2025		M			25,641	⁽²⁴⁾	08/07/2027	Class B Common Stock	25,641	$0	2,005,120	D
Class B Common Stock	⁽¹⁾	09/24/2025		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	09/24/2025		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽²⁵⁾
Employee Stock Option (right to buy)	$2.04	09/25/2025		M			25,641	⁽²⁴⁾	08/07/2027	Class B Common Stock	25,641	$0	1,979,479	D
Class B Common Stock	⁽¹⁾	09/25/2025		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	09/25/2025		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽²⁵⁾
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⁽²³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	351,505		351,505	I	See footnote⁽²⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	162,968		162,968	I	See footnote⁽²⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	921,730		921,730	I	See footnote⁽²⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	944,742		944,742	I	See footnote⁽²⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000		1,000,000	I	See footnote⁽³⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000		1,000,000	I	See footnote⁽³¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000		200,000	I	See footnote⁽³²⁾

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 $220.43 to $221.40, 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 (22) 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 $221.68 to $222.67, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.69 to $223.66, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.69 to $224.67, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.74 to $225.73, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.79 to $226.63, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.795 to $227.33, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.27 to $219.00, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.40 to $220.39, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.43 to $221.305, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.54 to $222.53, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.59 to $223.56, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.63 to $224.43, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.00 to $225.98, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.02 to $226.58, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.92 to $211.91, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.93 to $212.90, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.93 to $213.92, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.93 to $214.16, inclusive.

23. 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.

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

25. 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.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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.

32. 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	09/25/2025
	** 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 Cloudflare (NET) insider Michelle Zatlyn report on this Form 4?

The Form 4 reports multiple transactions on September 23-25, 2025, including acquisitions tied to options/convertible activity and aggregate dispositions of 367,251 Class A shares.

Were the insider sales part of a prearranged trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted February 14, 2025.

Does the filing show any option or exercise activity?

Yes. The Form 4 lists Employee Stock Options with a $2.04 exercise price, 25,641-share tranches, and notes the options are fully vested and immediately exercisable.

How many shares does the filing show sold and acquired?

The filing discloses 367,251 shares sold (dispositions) and acquisition-type entries of 25,641 shares on several dates tied to option/convertible transactions.

Are there indirect holdings disclosed?

Yes. The reporting person discloses substantial indirect holdings held by multiple trusts and notes Class B shares are convertible one-for-one into Class A shares.

[Form 4] Cloudflare, Inc. Insider Trading Activity

Insights

FAQ

What did Cloudflare (NET) insider Michelle Zatlyn report on this Form 4?

Were the insider sales part of a prearranged trading plan?

Does the filing show any option or exercise activity?

How many shares does the filing show sold and acquired?

Are there indirect holdings disclosed?

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Trending News

[Form 4] Cloudflare, Inc. Insider Trading Activity

Insights

Securities Analyst neutral

Corporate Governance Expert neutral

FAQ

What did Cloudflare (NET) insider Michelle Zatlyn report on this Form 4?

Were the insider sales part of a prearranged trading plan?

Does the filing show any option or exercise activity?

How many shares does the filing show sold and acquired?

Are there indirect holdings disclosed?

NYSE:NET

NET Rankings

NET Latest News

NET Latest SEC Filings

NET Stock Data