Michelle Zatlyn - 25 Mar 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
President and Board Co-Chair, Director
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
25 Mar 2025
Net transactions value
-$9,592,192
Form type
4
Filing time
27 Mar 2025, 19:04:39 UTC
Previous filing
21 Feb 2025
Next filing
17 Apr 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 25 Mar 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,436,661 -11,013 -54% $130.45 9,499 25 Mar 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $928,425 -7,081 -75% $131.12 2,418 25 Mar 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $318,999 -2,418 -100% $131.93 0 25 Mar 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 25 Mar 2025 See footnote F1, F7
transaction NET Class A Common Stock Sale $356,785 -2,735 -11% $130.45 22,008 25 Mar 2025 See footnote F3, F4, F7
transaction NET Class A Common Stock Sale $233,629 -1,782 -8.1% $131.10 20,226 25 Mar 2025 See footnote F3, F5, F7
transaction NET Class A Common Stock Sale $80,608 -611 -3% $131.93 19,615 25 Mar 2025 See footnote F3, F6, F7
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 26 Mar 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $481,444 -3,879 -19% $124.12 16,633 26 Mar 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $458,663 -3,660 -22% $125.32 12,973 26 Mar 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $1,304,853 -10,313 -79% $126.53 2,660 26 Mar 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $337,729 -2,660 -100% $126.97 0 26 Mar 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 26 Mar 2025 See footnote F1, F7
transaction NET Class A Common Stock Sale $118,034 -951 -3.8% $124.12 23,792 26 Mar 2025 See footnote F3, F7, F8
transaction NET Class A Common Stock Sale $124,239 -991 -4.2% $125.37 22,801 26 Mar 2025 See footnote F3, F7, F9
transaction NET Class A Common Stock Sale $318,332 -2,516 -11% $126.52 20,285 26 Mar 2025 See footnote F3, F7, F10
transaction NET Class A Common Stock Sale $85,067 -670 -3.3% $126.97 19,615 26 Mar 2025 See footnote F3, F7, F11
transaction NET Class A Common Stock Conversion of derivative security +20,512 20,512 27 Mar 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $971,570 -8,352 -41% $116.33 12,160 27 Mar 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale $593,742 -5,062 -42% $117.29 7,098 27 Mar 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale $771,871 -6,512 -92% $118.53 586 27 Mar 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale $69,794 -586 -100% $119.10 0 27 Mar 2025 See footnote F2, F3, F15
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 27 Mar 2025 See footnote F1, F7
transaction NET Class A Common Stock Sale $238,937 -2,054 -8.3% $116.33 22,689 27 Mar 2025 See footnote F3, F7, F12
transaction NET Class A Common Stock Sale $149,842 -1,278 -5.6% $117.25 21,411 27 Mar 2025 See footnote F3, F7, F13
transaction NET Class A Common Stock Sale $195,100 -1,646 -7.7% $118.53 19,765 27 Mar 2025 See footnote F3, F7, F14
transaction NET Class A Common Stock Sale $17,866 -150 -0.76% $119.10 19,615 27 Mar 2025 See footnote F3, F7, F15
holding NET Class A Common Stock 413,413 25 Mar 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.83% $0.000000 2,451,268 25 Mar 2025 Class B Common Stock 20,512 $2.04 Direct F16
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 25 Mar 2025 Class A Common Stock 20,512 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000 0 25 Mar 2025 Class A Common Stock 20,512 Direct F1, F17
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.37% $0.000000 1,380,868 25 Mar 2025 Class A Common Stock 5,128 See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.84% $0.000000 2,430,756 26 Mar 2025 Class B Common Stock 20,512 $2.04 Direct F16
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 26 Mar 2025 Class A Common Stock 20,512 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000 0 26 Mar 2025 Class A Common Stock 20,512 Direct F1, F17
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.37% $0.000000 1,375,740 26 Mar 2025 Class A Common Stock 5,128 See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.84% $0.000000 2,410,244 27 Mar 2025 Class B Common Stock 20,512 $2.04 Direct F16
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 27 Mar 2025 Class A Common Stock 20,512 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -20,512 -100% $0.000000 0 27 Mar 2025 Class A Common Stock 20,512 Direct F1, F17
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.37% $0.000000 1,370,612 27 Mar 2025 Class A Common Stock 5,128 See footnote F1, F7
holding NET Class B Common Stock 888,728 25 Mar 2025 Class A Common Stock 888,728 See footnote F1, F2
holding NET Class B Common Stock 351,505 25 Mar 2025 Class A Common Stock 351,505 See footnote F1, F18
holding NET Class B Common Stock 948,175 25 Mar 2025 Class A Common Stock 948,175 See footnote F1, F19
holding NET Class B Common Stock 162,968 25 Mar 2025 Class A Common Stock 162,968 See footnote F1, F20
holding NET Class B Common Stock 1,189,225 25 Mar 2025 Class A Common Stock 1,189,225 See footnote F1, F21
holding NET Class B Common Stock 1,200,000 25 Mar 2025 Class A Common Stock 1,200,000 See footnote F1, F22
holding NET Class B Common Stock 1,000,000 25 Mar 2025 Class A Common Stock 1,000,000 See footnote F1, F23
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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.
F2 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").
F3 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 27, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.73 to $130.72, 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 (6) and (8) through (15) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.73 to $131.72, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.73 to $132.29, inclusive.
F7 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.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.80 to $124.79, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.88 to $125.85, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.885 to $126.88, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.89 to $127.12, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.81 to $116.79, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.83 to $117.82, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.95 to $118.94, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.97 to $119.29, inclusive.
F16 Shares subject to the option are fully vested and immediately exercisable.
F17 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 directly by the Revocable Trust.
F18 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.
F19 The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.
F20 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.
F21 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.
F22 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.
F23 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.