Cloudflare (NET) President updates trust-held Class B share positions

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported insider activity by its President and Board Co-Chair, who also serves as a director. The report covers transactions dated 11/25/2025 and 11/26/2025 involving Class B Common Stock, which is convertible at any time into Class A Common Stock on a one-to-one basis and has no expiration date.

The filing shows a gift of Class B Common Stock to a 501(c)(3) charitable organization and updates to indirect holdings through multiple trusts and annuity trusts. These include interests such as 552,438 Class A Common Stock equivalents held by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, and 2,064,551 Class A Common Stock equivalents held by The SZ 2021 Irrevocable Trust dated November 6, 2021, along with several 2023–2025 irrevocable and annuity trusts where the reporting person serves as trustee, co-trustee, appointer, or investment advisor.

Insider Trade Summary

3 shares gifted

Mixed 12 txns

Insider Zatlyn Michelle

Role President and Board Co-Chair

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	1	$0.00	--
Gift	Class B Common Stock	1	$0.00	--
Gift	Class B Common Stock	1	$0.00	--
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	--	--	--

Holdings After Transaction: Class B Common Stock — 0 shares (Indirect, By LLC)

Footnotes (1)

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. Represents a gift to a 501(c)(3) charitable organization. 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 SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. 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. 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. 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.

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^*

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)
11/25/2025

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)
			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
Class B Common Stock	(1)	11/25/2025		G			1	(1)	(1)	Class A Common Stock	1	$0	552,438	I	See footnote(2)
Class B Common Stock	(1)	11/25/2025		G		1		(1)	(1)	Class A Common Stock	1	$0	1	I	By LLC
Class B Common Stock	(1)	11/26/2025		G(3)			1	(1)	(1)	Class A Common Stock	1	$0	0	I	By LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	351,505		351,505	I	See footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,064,551		2,064,551	I	See footnote(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	4,819		4,819	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	921,730		921,730	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	944,742		944,742	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	790,659		790,659	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,000,000		1,000,000	I	See footnote(10)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	200,000		200,000	I	See footnote(11)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	250,000		250,000	I	See footnote(12)

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.

3. Represents a gift to a 501(c)(3) charitable organization.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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/ Lindsey Cochran, by power of attorney	11/26/2025
	** 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.

FAQ

What insider activity did Cloudflare (NET) report in this Form 4?

The report shows transactions on 11/25/2025 and 11/26/2025 by Cloudflare's President and Board Co-Chair involving Class B Common Stock that is convertible into Class A Common Stock on a one-to-one basis, including a charitable gift and updates to indirect holdings through various trusts.

Who is the reporting person in the Cloudflare (NET) Form 4 and what is their role?

The reporting person is a director and also an officer of Cloudflare, serving as President and Board Co-Chair, and holds shares primarily through multiple trusts and annuity trusts.

How is Cloudflare's Class B Common Stock treated in this insider report?

Each share of Class B Common Stock is described as being convertible at any time into Class A Common Stock on a one-to-one basis and having no expiration date, so the reported derivative positions are presented in terms of Class A share equivalents.

Was there a charitable transaction reported for Cloudflare (NET) shares?

Yes. One transaction dated 11/26/2025 is identified as a gift to a 501(c)(3) charitable organization, reflecting a transfer of Class B Common Stock that is convertible into Class A Common Stock.

Which trusts hold Cloudflare (NET) shares for the reporting person?

The report lists several trusts, including The Sutherland/Zatlyn Revocable Trust dated November 17, 2016 holding 552,438 Class A Common Stock equivalents, and The SZ 2021 Irrevocable Trust dated November 6, 2021 holding 2,064,551 equivalents, among additional 2023–2025 irrevocable and annuity trusts.

Are the reported Cloudflare (NET) holdings direct or indirect?

The positions disclosed are described as indirect holdings, with ownership reported through multiple trusts and annuity trusts where the insider acts as trustee, co-trustee, appointer, or investment advisor.