Cloudflare (NET) CLO receives 128,000-share performance stock option grant tied to price goals

Rhea-AI Filing Summary

Cloudflare, Inc. granted Chief Legal Officer Alissa Michelle Starzak a performance stock option for 128,000 shares of Class A common stock at an exercise price of $193.52 per share. The award vests only if stock price goals between $263 and $579 are achieved within ten years and additional time-based vesting conditions are met, with 1/6 of the shares vesting on each Quarterly Vesting Date after the Certification Date, subject to continued eligible service. Time-based vesting is waived upon a change in control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Starzak Alissa Michelle

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Option (right to buy)	128,000	$0.00	--

Holdings After Transaction: Performance Stock Option (right to buy) — 128,000 shares (Direct, null)

Footnotes (1)

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Key Figures

Performance stock options granted: 128,000 shares Exercise price: $193.52 per share Stock price goals range: $263.00–$579.00 +2 more

5 metrics

Performance stock options granted 128,000 shares Underlying Class A common stock in new award

Exercise price $193.52 per share Performance stock option strike price

Stock price goals range $263.00–$579.00 Targets to make tranches eligible to vest

Expiration date May 10, 2036 Option term end date

Shares following transaction 128,000 derivative shares Total performance options held after grant

Key Terms

Performance Stock Option, Stock Price Goals, continued eligible service, Quarterly Vesting Date, +1 more

5 terms

Performance Stock Option financial

"The shares subject to the Performance Stock Option are comprised of four separate tranches..."

Stock Price Goals financial

"become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals")..."

continued eligible service financial

"The Performance Stock Options are subject to "continued eligible service" through the date..."

Quarterly Vesting Date financial

"1/6 of the total shares... vest and become exercisable on each Quarterly Vesting Date..."

change in control financial

"The time-based vesting requirements are waived upon a change in control of the Company."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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^*

Starzak Alissa Michelle

(Last) (First) (Middle)

C/O CLOUDFLARE, INC

900 19TH STREET NW, SUITE 375

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20026

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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

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 Option (right to buy)	$193.52	05/11/2026		A		128,000		(1)	05/10/2036	Class A Common Stock	128,000	$0	128,000	D

Explanation of Responses:

1. The shares subject to the Performance Stock Option are comprised of four separate tranches that become eligible to vest upon achievement of certain stock price targets (the "Stock Price Goals") ranging from $263.00 - $579.00 at any time within ten years of May 11, 2026. The Performance Stock Options are subject to "continued eligible service" through the date the applicable Stock Price Goal is determined to have been achieved. In addition to satisfaction of the Stock Price Goals, the Performance Stock Options are subject to additional, time-based vesting requirements, under which 1/6 of the total shares subject to the Performance Stock Options vest and become exercisable on each Quarterly Vesting Date following the Certification Date, subject to continued eligible service through each vesting date. The time-based vesting requirements are waived upon a change in control of the Company.

	/s/ Charlotte Bowe, by power of attorney	05/12/2026
	** 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)

FAQ

What did Cloudflare (NET) disclose about Alissa Starzak’s latest equity award?

Cloudflare granted Chief Legal Officer Alissa Michelle Starzak a performance stock option covering 128,000 shares of Class A common stock. The option has a $193.52 exercise price and vests only upon meeting stock price and time-based service conditions.

How many Cloudflare shares are tied to the new performance stock option for the CLO?

The performance stock option covers 128,000 underlying shares of Cloudflare Class A common stock. These shares become exercisable only if specified stock price goals are achieved and separate time-based vesting requirements are satisfied, both tied to the executive’s continued eligible service.

What are the stock price goals for Cloudflare’s new performance stock option grant?

The option becomes eligible to vest in four tranches when Cloudflare’s stock reaches specified Stock Price Goals between $263.00 and $579.00. These goals must be achieved at any time within ten years of May 11, 2026, alongside time-based vesting.

What is the exercise price and expiration date of Cloudflare’s CLO option grant?

The performance stock option has an exercise price of $193.52 per share and an expiration date of May 10, 2036. Any portion that does not vest or is not exercised by that date will lapse according to the option’s terms and plan documents.

How does vesting work for Cloudflare’s performance stock option granted to the CLO?

Vesting requires achieving the stock price goals and satisfying time-based requirements. After the Certification Date, 1/6 of the total shares vest on each Quarterly Vesting Date, subject to continued eligible service. Time-based vesting is waived if there is a company change in control.

What happens to the time-based vesting of Cloudflare’s CLO option if there is a change in control?

If Cloudflare undergoes a change in control, the option’s time-based vesting requirements are waived. However, the separate stock price goals must still be satisfied for the performance stock option shares to become eligible to vest and be exercised.