Michelle Zatlyn - 20 May 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
President and Board Co-Chair, Director
Signature
/s/ Chad Skinner, by power of attorney
Issuer symbol
NET
Transactions as of
20 May 2025
Net transactions value
-$13,550,617
Form type
4
Filing time
22 May 2025, 20:06:39 UTC
Previous filing
16 May 2025
Next filing
06 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Zatlyn Michelle President and Board Co-Chair, Director C/O CLOUDFLARE, INC.101 TOWNSEND STREET, SAN FRANCISCO /s/ Chad Skinner, by power of attorney 22 May 2025 0001786951

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 +129% 36,360 20 May 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $389,324 -2,493 -6.9% $156.17 33,867 20 May 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $4,109,567 -26,200 -77% $156.85 7,667 20 May 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $201,160 -1,277 -17% $157.53 6,390 20 May 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 20 May 2025 See footnote F1, F7
transaction NET Class A Common Stock Sale $62,781 -402 -1.6% $156.17 24,341 20 May 2025 See footnote F3, F4, F7
transaction NET Class A Common Stock Sale $705,344 -4,497 -18% $156.85 19,844 20 May 2025 See footnote F3, F5, F7
transaction NET Class A Common Stock Sale $36,074 -229 -1.2% $157.53 19,615 20 May 2025 See footnote F3, F6, F7
transaction NET Class A Common Stock Conversion of derivative security +20,512 +321% 26,902 21 May 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $2,147,342 -13,724 -51% $156.47 13,178 21 May 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $1,067,315 -6,788 -52% $157.24 6,390 21 May 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 21 May 2025 See footnote F1, F7
transaction NET Class A Common Stock Sale $535,106 -3,420 -14% $156.46 21,323 21 May 2025 See footnote F3, F7, F8
transaction NET Class A Common Stock Sale $268,558 -1,708 -8% $157.24 19,615 21 May 2025 See footnote F3, F7, F9
transaction NET Class A Common Stock Conversion of derivative security +20,512 +321% 26,902 22 May 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,595,612 -10,191 -38% $156.57 16,711 22 May 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $1,071,227 -6,810 -41% $157.30 9,901 22 May 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $555,596 -3,511 -35% $158.24 6,390 22 May 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Conversion of derivative security +5,128 +26% 24,743 22 May 2025 See footnote F1, F7
transaction NET Class A Common Stock Sale $395,971 -2,529 -10% $156.57 22,214 22 May 2025 See footnote F3, F7, F10
transaction NET Class A Common Stock Sale $269,749 -1,715 -7.7% $157.29 20,499 22 May 2025 See footnote F3, F7, F11
transaction NET Class A Common Stock Sale $139,889 -884 -4.3% $158.25 19,615 22 May 2025 See footnote F3, F7, F12
holding NET Class A Common Stock 381,213 20 May 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 -0.87% $0.000000 2,328,196 20 May 2025 Class B Common Stock 20,512 $2.04 Direct F13
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 20 May 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 20 May 2025 Class A Common Stock 20,512 Direct F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.38% $0.000000 1,350,100 20 May 2025 Class A Common Stock 5,128 See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.88% $0.000000 2,307,684 21 May 2025 Class B Common Stock 20,512 $2.04 Direct F13
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 21 May 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 21 May 2025 Class A Common Stock 20,512 Direct F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.38% $0.000000 1,344,972 21 May 2025 Class A Common Stock 5,128 See footnote F1, F7
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -20,512 -0.89% $0.000000 2,287,172 22 May 2025 Class B Common Stock 20,512 $2.04 Direct F13
transaction NET Class B Common Stock Options Exercise $0 +20,512 $0.000000 20,512 22 May 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 22 May 2025 Class A Common Stock 20,512 Direct F1, F14
transaction NET Class B Common Stock Conversion of derivative security $0 -5,128 -0.38% $0.000000 1,339,844 22 May 2025 Class A Common Stock 5,128 See footnote F1, F7
holding NET Class B Common Stock 888,728 20 May 2025 Class A Common Stock 888,728 See footnote F1, F2
holding NET Class B Common Stock 351,505 20 May 2025 Class A Common Stock 351,505 See footnote F1, F15
holding NET Class B Common Stock 948,175 20 May 2025 Class A Common Stock 948,175 See footnote F1, F16
holding NET Class B Common Stock 162,968 20 May 2025 Class A Common Stock 162,968 See footnote F1, F17
holding NET Class B Common Stock 1,189,225 20 May 2025 Class A Common Stock 1,189,225 See footnote F1, F18
holding NET Class B Common Stock 1,200,000 20 May 2025 Class A Common Stock 1,200,000 See footnote F1, F19
holding NET Class B Common Stock 1,000,000 20 May 2025 Class A Common Stock 1,000,000 See footnote F1, F20
* 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 $155.43 to $156.425, 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 (12) 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 $156.435 to $157.43, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.44 to $157.81, 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 $155.95 to $156.94, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.99 to $157.515, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.88 to $156.87, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.88 to $157.86, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.96 to $158.545, inclusive.
F13 Shares subject to the option are fully vested and immediately exercisable.
F14 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.
F15 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.
F16 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.
F17 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.
F18 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.
F19 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.
F20 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.