Cloudflare (ticker: NET) president’s trusts sell stock after options exercise

Rhea-AI Filing Summary

Cloudflare, Inc. insider activity centers on planned option exercises and share sales by trusts associated with President and Board Co‑Chair Michelle Zatlyn. Over January 13–15, 2026, an employee stock option with a $2.04 exercise price was exercised in blocks of 25,641 shares of Class B Common Stock, which were converted into the same number of Class A shares and re‑registered to The Sutherland/Zatlyn Revocable Trust, where Zatlyn serves as co‑trustee.

The Revocable Trust then sold multiple blocks of Class A Common Stock under a Rule 10b5‑1 trading plan adopted on February 14, 2025, including 1,961 shares at $185.84, 14,078 shares at $188.1186, and 23,794 shares at $189.9812. Following these transactions, the form lists both directly held Class A shares and substantial indirect holdings through several irrevocable and annuity trusts for which Zatlyn has roles such as appointer, investment advisor, trustee, or co‑trustee.

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).

X

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)
01/13/2026

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	01/13/2026		C		25,641	A	(1)	50,196	I	See footnote(2)
Class A Common Stock	01/13/2026		S(3)		1,961	D	$185.84(4)	48,235	I	See footnote(2)
Class A Common Stock	01/13/2026		S(3)		3,731	D	$187.0499(5)	44,504	I	See footnote(2)
Class A Common Stock	01/13/2026		S(3)		14,078	D	$188.1186(6)	30,426	I	See footnote(2)
Class A Common Stock	01/13/2026		S(3)		5,871	D	$188.8519(7)	24,555	I	See footnote(2)
Class A Common Stock	01/14/2026		C		25,641	A	(1)	50,196	I	See footnote(2)
Class A Common Stock	01/14/2026		S(3)		14,158	D	$187.1221(8)	36,038	I	See footnote(2)
Class A Common Stock	01/14/2026		S(3)		6,844	D	$188.0403(9)	29,194	I	See footnote(2)
Class A Common Stock	01/14/2026		S(3)		4,639	D	$188.7852(10)	24,555	I	See footnote(2)
Class A Common Stock	01/15/2026		C		25,641	A	(1)	50,196	I	See footnote(2)
Class A Common Stock	01/15/2026		S(3)		23,794	D	$189.9812(11)	26,402	I	See footnote(2)
Class A Common Stock	01/15/2026		S(3)		1,847	D	$190.9036(12)	24,555	I	See footnote(2)
Class A Common Stock								349,644	D
Class A Common Stock								19,615	I	See footnote(13)

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
Employee Stock Option (right to buy)	$2.04	01/13/2026		M			25,641	(14)	08/07/2027	Class B Common Stock	25,641	$0	1,723,069	D
Class B Common Stock	(1)	01/13/2026		M		25,641		(1)	(1)	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	(1)	01/13/2026		C			25,641	(1)	(1)	Class A Common Stock	25,641	$0	0	D(15)
Employee Stock Option (right to buy)	$2.04	01/14/2026		M			25,641	(14)	08/07/2027	Class B Common Stock	25,641	$0	1,697,428	D
Class B Common Stock	(1)	01/14/2026		M		25,641		(1)	(1)	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	(1)	01/14/2026		C			25,641	(1)	(1)	Class A Common Stock	25,641	$0	0	D(15)
Employee Stock Option (right to buy)	$2.04	01/15/2026		M			25,641	(14)	08/07/2027	Class B Common Stock	25,641	$0	1,671,787	D
Class B Common Stock	(1)	01/15/2026		M		25,641		(1)	(1)	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	(1)	01/15/2026		C			25,641	(1)	(1)	Class A Common Stock	25,641	$0	0	D(15)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	552,438		552,438	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	351,505		351,505	I	See footnote(16)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,064,551		2,064,551	I	See footnote(13)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,819		4,819	I	See footnote(17)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	921,730		921,730	I	See footnote(18)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	944,742		944,742	I	See footnote(19)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	790,659		790,659	I	See footnote(20)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	See footnote(21)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	200,000		200,000	I	See footnote(22)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	250,000		250,000	I	See footnote(23)

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 $185.62 to $186.61, inclusive. The reporting person undertakes to provide to 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 (12) 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 $186.62 to $187.56, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.64 to $188.62, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.64 to $189.305, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.52 to $187.51, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.525 to $188.52, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.525 to $189.34, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.64 to $190.51 , inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.67 to $191.015, inclusive.

13. 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.

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

15. 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.

16. 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.

17. The shares are held of record by The SZ 2023 Irrevocable Trust dated August 29, 2023, for which the reporting person serves as a co-trustee.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025, for which the reporting person serves as trustee.

	/s/ Chad Skinner, by power of attorney	01/15/2026
	** 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.

FAQ

Who is the reporting person in Cloudflare (NET) this Form 4?

The reporting person is Michelle Zatlyn, who is a director and serves as President and Board Co‑Chair of Cloudflare, Inc., according to the filing.

What type of transactions did Michelle Zatlyn report for Cloudflare (NET)?

The filing reports employee stock option exercises for 25,641 shares at a $2.04 exercise price, conversions of Class B into Class A Common Stock, and multiple sales of Class A Common Stock by a revocable trust.

Were Cloudflare (NET) insider sales made under a Rule 10b5-1 plan?

Yes. A footnote states that the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025.

What prices were the Cloudflare (NET) Class A shares sold for in this Form 4?

Reported weighted average sale prices include $185.84, $187.0499, $188.1186, $188.8519, $187.1221, $188.0403, $188.7852, $189.9812, and $190.9036, each reflecting multiple trades within stated price ranges.

Who actually holds the Cloudflare (NET) shares reported in this Form 4?

Many shares are held of record by The Sutherland/Zatlyn Revocable Trust and various irrevocable and annuity trusts, where Michelle Zatlyn serves in roles such as co‑trustee, trustee, appointer, or investment advisor, as detailed in the footnotes.

How are Cloudflare (NET) Class B and Class A shares related in this insider filing?

A footnote explains that each share of Class B Common Stock is convertible into Class A Common Stock on a one‑to‑one basis at the reporting person's election and has no expiration date. Converted shares were re‑registered to the Revocable Trust.

Are the options in this Cloudflare (NET) Form 4 vested?

Yes. A footnote states that the shares subject to the employee stock option are fully vested and immediately exercisable.