Cloudflare (NYSE: NET) trusts tied to president sell 86,362 shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. entities associated with President and Board Co‑Chair Michelle Zatlyn reported a net sale of 86,362 shares of Class A Common Stock over February 19–23, 2026. The sales were executed through various SZ family trusts under a Rule 10b5‑1 trading plan adopted on February 14, 2025, at weighted average prices ranging from about $171.53 to $194.10 per share. In connection with these sales, fully vested employee stock options were exercised and Class B Common Stock was converted into Class A on a one‑for‑one basis, with resulting Class A shares re‑registered to the family revocable trust.

Insights

Planned trust-level sales offset by option exercises and conversions.

Entities linked to Michelle Zatlyn sold 86,362 shares of Cloudflare Class A stock through multiple open‑market transactions, executed under a pre‑established Rule 10b5‑1 trading plan. This indicates a structured diversification approach rather than an opportunistic sale.

The activity was funded by exercising fully vested employee stock options and converting Class B into Class A shares on a one‑for‑one basis. Ownership is spread across several revocable and irrevocable SZ family trusts, where Zatlyn serves as trustee, co‑trustee, appointer, or investment advisor.

From an investor perspective, these are routine insider liquidity and estate‑planning transactions, with no new information about Cloudflare’s operations or outlook. The net impact on the broader investment case is limited, and any dilution is offset by option exercises already contemplated in equity plans.

02/23/2026 - 08:29 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)
02/19/2026

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)
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	02/19/2026		C		25,641	A	⁽¹⁾	69,594	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		2,341	D	$183.8643⁽⁴⁾	67,253	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		5,399	D	$184.6032⁽⁵⁾	61,854	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		6,946	D	$185.7984⁽⁶⁾	54,908	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		9,174	D	$186.8941⁽⁷⁾	45,734	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		2,343	D	$187.9589⁽⁸⁾	43,391	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		463	D	$188.6374⁽⁹⁾	42,928	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		1,208	D	$190.3023⁽¹⁰⁾	41,720	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		2,401	D	$191.4161⁽¹¹⁾	39,319	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		4,637	D	$192.3168⁽¹²⁾	34,682	I	See footnote⁽²⁾
Class A Common Stock	02/19/2026		S⁽³⁾		168	D	$193.1069⁽¹³⁾	34,514	I	See footnote⁽²⁾
Class A Common Stock	02/20/2026		C		25,641	A	⁽¹⁾	60,155	I	See footnote⁽²⁾
Class A Common Stock	02/20/2026		S⁽³⁾		746	D	$190.7674⁽¹⁴⁾	59,409	I	See footnote⁽²⁾
Class A Common Stock	02/20/2026		S⁽³⁾		7,953	D	$191.7596⁽¹⁵⁾	51,456	I	See footnote⁽²⁾
Class A Common Stock	02/20/2026		S⁽³⁾		9,496	D	$192.7288⁽¹⁶⁾	41,960	I	See footnote⁽²⁾
Class A Common Stock	02/20/2026		S⁽³⁾		7,446	D	$193.7134⁽¹⁷⁾	34,514	I	See footnote⁽²⁾
Class A Common Stock	02/23/2026		C		25,641	A	⁽¹⁾	60,155	I	See footnote⁽²⁾
Class A Common Stock	02/23/2026		S⁽³⁾		9,564	D	$172.0657⁽¹⁸⁾	50,591	I	See footnote⁽²⁾
Class A Common Stock	02/23/2026		S⁽³⁾		13,259	D	$173.0064⁽¹⁹⁾	37,332	I	See footnote⁽²⁾
Class A Common Stock	02/23/2026		S⁽³⁾		2,818	D	$173.9674⁽²⁰⁾	34,514	I	See footnote⁽²⁾
Class A Common Stock								406,811	D
Class A Common Stock								19,615	I	See footnote⁽²¹⁾

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	02/19/2026		M			25,641	⁽²²⁾	08/07/2027	Class B Common Stock	25,641	$0	1,646,146	D
Class B Common Stock	⁽¹⁾	02/19/2026		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	02/19/2026		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽²³⁾
Employee Stock Option (right to buy)	$2.04	02/20/2026		M			25,641	⁽²²⁾	08/07/2027	Class B Common Stock	25,641	$0	1,620,505	D
Class B Common Stock	⁽¹⁾	02/20/2026		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	02/20/2026		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽²³⁾
Employee Stock Option (right to buy)	$2.04	02/23/2026		M			25,641	⁽²²⁾	08/07/2027	Class B Common Stock	25,641	$0	1,594,864	D
Class B Common Stock	⁽¹⁾	02/23/2026		M		25,641		⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	25,641	D
Class B Common Stock	⁽¹⁾	02/23/2026		C			25,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	25,641	$0	0	D⁽²³⁾
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⁽²⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,064,551		2,064,551	I	See footnote⁽²¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	4,819		4,819	I	See footnote⁽²⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	921,730		921,730	I	See footnote⁽²⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	944,742		944,742	I	See footnote⁽²⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	790,659		790,659	I	See footnote⁽²⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,000,000		1,000,000	I	See footnote⁽²⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	200,000		200,000	I	See footnote⁽³⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽³¹⁾

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 $183.33 to $184.32, 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 (20) 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 $184.33 to $185.30, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.395 to $186.32, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.45 to $187.435, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.4675 to $188.20, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.50 to $189.17, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.67 to $190.66, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.78 to $191.77, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.78 to $192.775, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.78 to $193.24, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.28 to $191.25, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.29 to $192.28, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.29 to $193.27, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.29 to $194.10, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.53 to $172.52, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.55 to $173.525, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.57 to $174.315, inclusive.

21. 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.

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

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Entities associated with Michelle Zatlyn reported a net sale of 86,362 Cloudflare Class A shares. The sales occurred between February 19 and 23, 2026, and were paired with option exercises and conversions of Class B into Class A stock.

At what prices were the Cloudflare (NET) shares sold in this Form 4?

The Form 4 shows weighted average sale prices for Cloudflare Class A shares generally ranging from about $171.53 to $194.10 per share. Individual trades within each range occurred at multiple prices, aggregated into single weighted averages for reporting.

Were the Cloudflare (NET) insider sales by Michelle Zatlyn pre-planned?

Yes. The filing states the reported sales were effected under a Rule 10b5‑1 trading plan adopted by Michelle Zatlyn on February 14, 2025. Such plans automate future trades according to preset instructions, helping separate personal liquidity moves from day‑to‑day market timing.

How were Cloudflare (NET) Class B shares treated in Michelle Zatlyn’s transactions?

Each Class B share is convertible into one Class A share with no expiration. The filing notes Class B shares were converted into Class A, then re‑registered to a revocable trust. These conversions accompanied option exercises and did not involve cash purchase prices per share.

Which entities actually hold the Cloudflare (NET) shares linked to Michelle Zatlyn?

Shares are held by several SZ family trusts, including a revocable trust and multiple irrevocable and annuity trusts. Michelle Zatlyn serves in roles such as trustee, co‑trustee, appointer, or investment advisor, so the holdings are attributed to entities associated with her rather than solely personal accounts.

Did the Cloudflare (NET) Form 4 indicate new option grants to Michelle Zatlyn?

No new grants are described. The filing indicates existing employee stock options were fully vested and immediately exercisable, and some were exercised. These exercises, combined with Class B to Class A conversions, supplied shares that related trusts later sold in the market.

Cloudflare (NYSE: NET) trusts tied to president sell 86,362 shares

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

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

At what prices were the Cloudflare (NET) shares sold in this Form 4?

Were the Cloudflare (NET) insider sales by Michelle Zatlyn pre-planned?

How were Cloudflare (NET) Class B shares treated in Michelle Zatlyn’s transactions?

Which entities actually hold the Cloudflare (NET) shares linked to Michelle Zatlyn?

Did the Cloudflare (NET) Form 4 indicate new option grants to Michelle Zatlyn?

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Trending News

Cloudflare (NYSE: NET) trusts tied to president sell 86,362 shares

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity compensation and insider-trading analyst neutral

FAQ

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

At what prices were the Cloudflare (NET) shares sold in this Form 4?

Were the Cloudflare (NET) insider sales by Michelle Zatlyn pre-planned?

How were Cloudflare (NET) Class B shares treated in Michelle Zatlyn’s transactions?

Which entities actually hold the Cloudflare (NET) shares linked to Michelle Zatlyn?

Did the Cloudflare (NET) Form 4 indicate new option grants to Michelle Zatlyn?

NYSE:NET

NET Rankings

NET Latest News

NET Latest SEC Filings

NET Stock Data