Michelle Zatlyn - 04 Jun 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
04 Jun 2025
Net transactions value
-$13,408,177
Form type
4
Filing time
06 Jun 2025, 19:52:33 UTC
Previous filing
22 May 2025
Next filing
17 Jul 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/ Lindsey Cochran, by power of attorney 06 Jun 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 +25,642 +401% 32,032 04 Jun 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,976,036 -11,465 -36% $172.35 20,567 04 Jun 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $1,750,924 -10,100 -49% $173.36 10,467 04 Jun 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $709,020 -4,077 -39% $173.91 6,390 04 Jun 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Conversion of derivative security +25,641 +401% 32,031 05 Jun 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $3,941,347 -23,000 -72% $171.36 9,031 05 Jun 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale $453,850 -2,641 -29% $171.85 6,390 05 Jun 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +25,641 +401% 32,031 06 Jun 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,063,561 -6,013 -19% $176.88 26,018 06 Jun 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $1,312,310 -7,381 -28% $177.80 18,637 06 Jun 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $648,931 -3,629 -19% $178.82 15,008 06 Jun 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $1,552,198 -8,618 -57% $180.11 6,390 06 Jun 2025 See footnote F2, F3, F12
holding NET Class A Common Stock 19,615 04 Jun 2025 See footnote F13
holding NET Class A Common Stock 381,213 04 Jun 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 -25,642 -1.1% $0.000000 2,261,530 04 Jun 2025 Class B Common Stock 25,642 $2.04 Direct F14
transaction NET Class B Common Stock Options Exercise $0 +25,642 $0.000000 25,642 04 Jun 2025 Class A Common Stock 25,642 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -25,642 -100% $0.000000 0 04 Jun 2025 Class A Common Stock 25,642 Direct F1, F15
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -25,641 -1.1% $0.000000 2,235,889 05 Jun 2025 Class B Common Stock 25,641 $2.04 Direct F14
transaction NET Class B Common Stock Options Exercise $0 +25,641 $0.000000 25,641 05 Jun 2025 Class A Common Stock 25,641 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -25,641 -100% $0.000000 0 05 Jun 2025 Class A Common Stock 25,641 Direct F1, F15
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -25,641 -1.1% $0.000000 2,210,248 06 Jun 2025 Class B Common Stock 25,641 $2.04 Direct F14
transaction NET Class B Common Stock Options Exercise $0 +25,641 $0.000000 25,641 06 Jun 2025 Class A Common Stock 25,641 Direct F1
transaction NET Class B Common Stock Conversion of derivative security $0 -25,641 -100% $0.000000 0 06 Jun 2025 Class A Common Stock 25,641 Direct F1, F15
holding NET Class B Common Stock 492,828 04 Jun 2025 Class A Common Stock 492,828 See footnote F1, F2, F16, F17
holding NET Class B Common Stock 1,951,414 04 Jun 2025 Class A Common Stock 1,951,414 See footnote F1, F13, F18
holding NET Class B Common Stock 351,505 04 Jun 2025 Class A Common Stock 351,505 See footnote F1, F19
holding NET Class B Common Stock 0 04 Jun 2025 Class A Common Stock 0 See footnote F1, F20, F21
holding NET Class B Common Stock 162,968 04 Jun 2025 Class A Common Stock 162,968 See footnote F1, F22
holding NET Class B Common Stock 921,730 04 Jun 2025 Class A Common Stock 921,730 See footnote F1, F23, F24
holding NET Class B Common Stock 1,200,000 04 Jun 2025 Class A Common Stock 1,200,000 See footnote F1, F25
holding NET Class B Common Stock 1,000,000 04 Jun 2025 Class A Common Stock 1,000,000 See footnote F1, F26
holding NET Class B Common Stock 1,000,000 04 Jun 2025 Class A Common Stock 1,000,000 See footnote F1, F27, F28
* 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 February 14, 2025.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.78 to $172.76, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.785 to $173.77, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.79 to $174.04, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.785 to $171.78, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.79 to $171.97, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.38 to $177.35, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.39 to $178.38, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.4775 to $179.23, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.62 to $180.505, inclusive.
F13 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 "the SZ 2021 Irrevocable Trust").
F14 Shares subject to the option are fully vested and immediately exercisable.
F15 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.
F16 Includes 336,605 shares previously reported as held directly by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee (the "2023 Annuity Trust") and 267,495 shares previously reported as held directly by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust"), which were re-registered on May 29, 2025 and are now held of record by the Revocable Trust.
F17 Excludes 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2025 and are now held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust").
F18 Includes 611,570 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the SZ 2021 Irrevocable Trust.
F19 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.
F20 Excludes 336,605 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the Revocable Trust and 611,570 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the SZ 2021 Irrevocable Trust.
F21 The shares are held of record by the 2023 Annuity Trust.
F22 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.
F23 Excludes 267,495 shares previously reported as held directly by the 2024 Annuity Trust which were re-registered on May 29, 2025 and are now held directly by the Revocable Trust.
F24 The shares are held of record by the 2024 Annuity Trust.
F25 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.
F26 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.
F27 Consists of 1,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 29, 2025 and are now held directly by the 2025 Annuity Trust.
F28 The shares are held of record by the 2025 Annuity Trust.