SEC Form 4 · accession 0001786951-26-000010
Cloudflare, Inc. · NET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Zatlyn
Officer — President and Board Co-Chair · Director
Period of report
Jun 16, 2026
Accepted (ET)
Jun 18, 2026 · 5:58 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001477333
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jun 16, 2026 | C | 25,641 | — | A | 73,066 | I | See footnote |
| Class A Common StockF4,F2 | Jun 16, 2026 | S | 3,721 | $229.4753 | D | 69,345 | I | See footnote |
| Class A Common StockF5,F2 | Jun 16, 2026 | S | 4,671 | $230.3109 | D | 64,674 | I | See footnote |
| Class A Common StockF6,F2 | Jun 16, 2026 | S | 5,171 | $231.251 | D | 59,503 | I | See footnote |
| Class A Common StockF7,F2 | Jun 16, 2026 | S | 1,745 | $232.5053 | D | 57,758 | I | See footnote |
| Class A Common StockF8,F2 | Jun 16, 2026 | S | 602 | $234.1989 | D | 57,156 | I | See footnote |
| Class A Common StockF9,F2 | Jun 16, 2026 | S | 3,130 | $235.4275 | D | 54,026 | I | See footnote |
| Class A Common StockF10,F2 | Jun 16, 2026 | S | 4,203 | $236.7259 | D | 49,823 | I | See footnote |
| Class A Common StockF11,F2 | Jun 16, 2026 | S | 2,398 | $237.6669 | D | 47,425 | I | See footnote |
| Class A Common StockF1,F2 | Jun 17, 2026 | C | 25,641 | — | A | 73,066 | I | See footnote |
| Class A Common StockF12,F2 | Jun 17, 2026 | S | 3,475 | $229.9053 | D | 69,591 | I | See footnote |
| Class A Common StockF13,F2 | Jun 17, 2026 | S | 4,657 | $230.923 | D | 64,934 | I | See footnote |
| Class A Common StockF14,F2 | Jun 17, 2026 | S | 2,940 | $231.7031 | D | 61,994 | I | See footnote |
| Class A Common StockF15,F2 | Jun 17, 2026 | S | 4,693 | $233.1363 | D | 57,301 | I | See footnote |
| Class A Common StockF16,F2 | Jun 17, 2026 | S | 5,408 | $233.8934 | D | 51,893 | I | See footnote |
| Class A Common StockF17,F2 | Jun 17, 2026 | S | 3,279 | $235.1185 | D | 48,614 | I | See footnote |
| Class A Common StockF18,F2 | Jun 17, 2026 | S | 1,189 | $235.682 | D | 47,425 | I | See footnote |
| Class A Common StockF1,F2 | Jun 18, 2026 | C | 25,641 | — | A | 73,066 | I | See footnote |
| Class A Common StockF19,F2 | Jun 18, 2026 | S | 4,650 | $216.4341 | D | 68,416 | I | See footnote |
| Class A Common StockF20,F2 | Jun 18, 2026 | S | 1,414 | $217.4649 | D | 67,002 | I | See footnote |
| Class A Common StockF21,F2 | Jun 18, 2026 | S | 4,999 | $218.5391 | D | 62,003 | I | See footnote |
| Class A Common StockF22,F2 | Jun 18, 2026 | S | 7,755 | $219.4437 | D | 54,248 | I | See footnote |
| Class A Common StockF23,F2 | Jun 18, 2026 | S | 2,912 | $220.4279 | D | 51,336 | I | See footnote |
| Class A Common StockF24,F2 | Jun 18, 2026 | S | 2,517 | $221.5555 | D | 48,819 | I | See footnote |
| Class A Common StockF25,F2 | Jun 18, 2026 | S | 1,294 | $222.6636 | D | 47,525 | I | See footnote |
| Class A Common StockF2 | Jun 18, 2026 | S | 100 | $223.29 | D | 47,425 | I | See footnote |
| Class A Common Stock | holding | — | — | — | 360,807 | D | ||
| Class A Common StockF26 | holding | — | — | — | 19,615 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F27 | $2.04 | Jun 16, 2026 | M | 25,641 | D | — | Aug 7, 2027 | Class B Common Stock | 25,641 | 1,338,454 | D |
| Class B Common StockF1 | — | Jun 16, 2026 | M | 25,641 | A | — | — | Class A Common Stock | 25,641 | 25,641 | D |
| Class B Common StockF28,F1 | — | Jun 16, 2026 | C | 25,641 | D | — | — | Class A Common Stock | 25,641 | 0 | D |
| Employee Stock Option (right to buy)F27 | $2.04 | Jun 17, 2026 | M | 25,641 | D | — | Aug 7, 2027 | Class B Common Stock | 25,641 | 1,312,813 | D |
| Class B Common StockF1 | — | Jun 17, 2026 | M | 25,641 | A | — | — | Class A Common Stock | 25,641 | 25,641 | D |
| Class B Common StockF28,F1 | — | Jun 17, 2026 | C | 25,641 | D | — | — | Class A Common Stock | 25,641 | 0 | D |
| Employee Stock Option (right to buy)F27 | $2.04 | Jun 18, 2026 | M | 25,641 | D | — | Aug 7, 2027 | Class B Common Stock | 25,641 | 1,287,172 | D |
| Class B Common StockF1 | — | Jun 18, 2026 | M | 25,641 | A | — | — | Class A Common Stock | 25,641 | 25,641 | D |
| Class B Common StockF28,F1 | — | Jun 18, 2026 | C | 25,641 | D | — | — | Class A Common Stock | 25,641 | 0 | D |
| Class B Common StockF2,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 552,438 | 552,438 | I |
| Class B Common StockF29,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 351,505 | 351,505 | I |
| Class B Common StockF26,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,064,551 | 2,064,551 | I |
| Class B Common StockF30,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 4,819 | 4,819 | I |
| Class B Common StockF31,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 921,730 | 921,730 | I |
| Class B Common StockF32,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 944,742 | 944,742 | I |
| Class B Common StockF33,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 790,659 | 790,659 | I |
| Class B Common StockF34,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 1,000,000 | 1,000,000 | I |
| Class B Common StockF35,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 200,000 | 200,000 | I |
| Class B Common StockF36,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 250,000 | 250,000 | I |
Explanation of responses
- F1Each 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $236.29 to $237.22, inclusive.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.31 to $238.14, inclusive.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.29 to $230.28, inclusive.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.38 to $231.35, inclusive.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.39 to $232.20, inclusive.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.39 to $233.36, inclusive.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.40 to $234.385, inclusive.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.51 to $235.485, inclusive.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.55 to $235.895, inclusive.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.00 to $216.93, inclusive.
- F2The 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").
- F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.005 to $217.92, inclusive.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.04 to $218.98, inclusive.
- F22The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.06 to $220.02, inclusive.
- F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.07 to $221.00, inclusive.
- F24The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.12 to $222.08, inclusive.
- F25The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.26 to $223.19, inclusive.
- F26The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
- F27Shares subject to the option are fully vested and immediately exercisable.
- F28Upon 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.
- F29The 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.
- F3The 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.
- F30The 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.
- F31The 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.
- F32The 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.
- F33The 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.
- F34The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee.
- F35The 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.
- F36The 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.80 to $229.76, 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 (25) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.88 to $230.84, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.88 to $231.83, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.95 to $232.77, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.71 to $234.44, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.03 to $235.94, inclusive.