Michelle Zatlyn - 21 Aug 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
21 Aug 2025
Net transactions value
-$16,699,340
Form type
4
Filing time
25 Aug 2025, 18:21:33 UTC
Previous filing
19 Aug 2025
Next filing
25 Sep 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 25 Aug 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 +25,641 +107% 49,675 21 Aug 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $1,780,433 -9,328 -19% $190.87 40,347 21 Aug 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale $3,632,697 -18,947 -47% $191.73 21,400 21 Aug 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale $1,266,001 -6,567 -31% $192.78 14,833 21 Aug 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale $49,877 -258 -1.7% $193.32 14,575 21 Aug 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Conversion of derivative security +25,641 +176% 40,216 22 Aug 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $892,144 -4,666 -12% $191.20 35,550 22 Aug 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale $1,065,053 -5,537 -16% $192.35 30,013 22 Aug 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale $1,119,786 -5,797 -19% $193.17 24,216 22 Aug 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale $954,064 -4,906 -20% $194.47 19,310 22 Aug 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale $923,585 -4,735 -25% $195.06 14,575 22 Aug 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Conversion of derivative security +25,641 +176% 40,216 25 Aug 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale $873,003 -4,484 -11% $194.69 35,732 25 Aug 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale $3,250,203 -16,612 -46% $195.65 19,120 25 Aug 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale $892,494 -4,545 -24% $196.37 14,575 25 Aug 2025 See footnote F2, F3, F15
holding NET Class A Common Stock 19,615 21 Aug 2025 See footnote F16
holding NET Class A Common Stock 367,251 21 Aug 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 -25,641 -1.2% $0.000000 2,107,684 21 Aug 2025 Class B Common Stock 25,641 $2.04 Direct F17
transaction NET Class B Common Stock Options Exercise $0 +25,641 $0.000000 25,641 21 Aug 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 21 Aug 2025 Class A Common Stock 25,641 Direct F1, F18
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -25,641 -1.2% $0.000000 2,082,043 22 Aug 2025 Class B Common Stock 25,641 $2.04 Direct F17
transaction NET Class B Common Stock Options Exercise $0 +25,641 $0.000000 25,641 22 Aug 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 22 Aug 2025 Class A Common Stock 25,641 Direct F1, F18
transaction NET Employee Stock Option (right to buy) Options Exercise $0 -25,641 -1.2% $0.000000 2,056,402 25 Aug 2025 Class B Common Stock 25,641 $2.04 Direct F17
transaction NET Class B Common Stock Options Exercise $0 +25,641 $0.000000 25,641 25 Aug 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 25 Aug 2025 Class A Common Stock 25,641 Direct F1, F18
holding NET Class B Common Stock 548,086 21 Aug 2025 Class A Common Stock 548,086 See footnote F1, F2, F19, F20
holding NET Class B Common Stock 1,951,414 21 Aug 2025 Class A Common Stock 1,951,414 See footnote F1, F16
holding NET Class B Common Stock 351,505 21 Aug 2025 Class A Common Stock 351,505 See footnote F1, F21
holding NET Class B Common Stock 162,968 21 Aug 2025 Class A Common Stock 162,968 See footnote F1, F22
holding NET Class B Common Stock 921,730 21 Aug 2025 Class A Common Stock 921,730 See footnote F1, F23
holding NET Class B Common Stock 944,742 21 Aug 2025 Class A Common Stock 944,742 See footnote F1, F24, F25
holding NET Class B Common Stock 1,000,000 21 Aug 2025 Class A Common Stock 1,000,000 See footnote F1, F26
holding NET Class B Common Stock 1,000,000 21 Aug 2025 Class A Common Stock 1,000,000 See footnote F1, F27
holding NET Class B Common Stock 200,000 21 Aug 2025 Class A Common Stock 200,000 See footnote F1, F28, F29
* 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 $190.29 to $191.28, inclusive. The reporting person undertakes to provide 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 (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 $191.29 to $192.285, inclusive.
F6 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 $193.285, inclusive.
F7 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 $193.355, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.68 to $191.66, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.74 to $192.73, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.74 to $193.735, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.855 to $194.85, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.86 to $195.38, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.13 to $195.11, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.13 to $196.12, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.13 to $196.57, inclusive.
F16 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.
F17 Shares subject to the option are fully vested and immediately exercisable.
F18 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.
F19 Includes 255,258 shares previously reported as 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 "2024 Annuity Trust II"), which were re-registered on August 21, 2025 and are now held of record by the Revocable Trust.
F20 Excludes 200,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 21, 2025 and are now held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust II").
F21 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.
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 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.
F24 Excludes 255,258 shares previously reported as held of record by the 2024 Annuity Trust II, which were re-registered on August 21, 2025 and are now held of record by the Revocable Trust.
F25 The shares are held of record by the 2024 Annuity Trust II.
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 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.
F28 Consists of 200,000 shares previously reported as held of record by the Revocable Trust, which were re-registered on August 21, 2025 and are now held of record by the 2025 Annuity Trust II.
F29 The shares are held of record by the 2025 Annuity Trust II.