SEC Form 4 · accession 0001786951-26-000023

Cloudflare, Inc. · NET

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michelle Zatlyn

Officer — PRESIDENT & BOARD CO-CHAIR · Director

Period of report

Sep 3, 2026

Accepted (ET)

Sep 8, 2026 · 8:54 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 Stock^F1,F2	Sep 3, 2026	C	33,003	—	A	102,778	I	See footnote
Class A Common Stock^F4,F2	Sep 3, 2026	S	7,203	$276.79	D	95,575	I	See footnote
Class A Common Stock^F5,F2	Sep 3, 2026	S	7,273	$277.79	D	88,302	I	See footnote
Class A Common Stock^F6,F2	Sep 3, 2026	S	5,396	$278.92	D	82,906	I	See footnote
Class A Common Stock^F7,F2	Sep 3, 2026	S	4,744	$279.77	D	78,162	I	See footnote
Class A Common Stock^F8,F2	Sep 3, 2026	S	6,177	$281.07	D	71,985	I	See footnote
Class A Common Stock^F9,F2	Sep 3, 2026	S	2,210	$281.73	D	69,775	I	See footnote
Class A Common Stock^F1,F2	Sep 4, 2026	C	33,003	—	A	102,778	I	See footnote
Class A Common Stock^F10,F2	Sep 4, 2026	S	2,753	$279.73	D	100,025	I	See footnote
Class A Common Stock^F11,F2	Sep 4, 2026	S	7,843	$281.02	D	92,182	I	See footnote
Class A Common Stock^F12,F2	Sep 4, 2026	S	17,603	$281.93	D	74,579	I	See footnote
Class A Common Stock^F13,F2	Sep 4, 2026	S	4,804	$282.87	D	69,775	I	See footnote
Class A Common Stock^F1,F2	Sep 8, 2026	C	33,003	—	A	102,778	I	See footnote
Class A Common Stock^F14,F2	Sep 8, 2026	S	1,713	$272.41	D	101,065	I	See footnote
Class A Common Stock^F15,F2	Sep 8, 2026	S	2,428	$273.09	D	98,637	I	See footnote
Class A Common Stock^F16,F2	Sep 8, 2026	S	2,202	$274.39	D	96,435	I	See footnote
Class A Common Stock^F17,F2	Sep 8, 2026	S	1,387	$276.58	D	95,048	I	See footnote
Class A Common Stock^F18,F2	Sep 8, 2026	S	4,823	$277.53	D	90,225	I	See footnote
Class A Common Stock^F19,F2	Sep 8, 2026	S	14,961	$278.48	D	75,264	I	See footnote
Class A Common Stock^F20,F2	Sep 8, 2026	S	5,489	$279.41	D	69,775	I	See footnote
Class A Common Stock^F21	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)^F22	$2.04	Sep 3, 2026	M	33,003	D	—	Aug 7, 2027	Class B Common Stock	33,003	1,056,096	D
Class B Common Stock^F1	—	Sep 3, 2026	M	33,003	A	—	—	Class A Common Stock	33,003	33,003	D
Class B Common Stock^F23,F1	—	Sep 3, 2026	C	33,003	D	—	—	Class A Common Stock	33,003	0	D
Employee Stock Option (right to buy)^F22	$2.04	Sep 4, 2026	M	33,003	D	—	Aug 7, 2027	Class B Common Stock	33,003	1,023,093	D
Class B Common Stock^F1	—	Sep 4, 2026	M	33,003	A	—	—	Class A Common Stock	33,003	33,003	D
Class B Common Stock^F23,F1	—	Sep 4, 2026	C	33,003	D	—	—	Class A Common Stock	33,003	0	D
Employee Stock Option (right to buy)^F22	$2.04	Sep 8, 2026	M	33,003	D	—	Aug 7, 2027	Class B Common Stock	33,003	990,090	D
Class B Common Stock^F1	—	Sep 8, 2026	M	33,003	A	—	—	Class A Common Stock	33,003	33,003	D
Class B Common Stock^F23,F1	—	Sep 8, 2026	C	33,003	D	—	—	Class A Common Stock	33,003	0	D
Class B Common Stock^F2,F1	—	holding	—	—	—	—	—	Class A Common Stock	552,438	552,438	I
Class B Common Stock^F21,F1	—	holding	—	—	—	—	—	Class A Common Stock	351,505	351,505	I
Class B Common Stock^F24,F1	—	holding	—	—	—	—	—	Class A Common Stock	3,536,906	3,536,906	I
Class B Common Stock^F25,F1	—	holding	—	—	—	—	—	Class A Common Stock	4,819	4,819	I
Class B Common Stock^F26,F1	—	holding	—	—	—	—	—	Class A Common Stock	790,659	790,659	I
Class B Common Stock^F27,F1	—	holding	—	—	—	—	—	Class A Common Stock	716,993	716,993	I
Class B Common Stock^F28,F1	—	holding	—	—	—	—	—	Class A Common Stock	133,412	133,412	I
Class B Common Stock^F29,F1	—	holding	—	—	—	—	—	Class A Common Stock	250,000	250,000	I
Class B Common Stock^F30,F1	—	holding	—	—	—	—	—	Class A Common Stock	743,712	743,712	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 $279.32 to $280.28, inclusive.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.40 to $281.37, inclusive.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.46 to $282.43, inclusive.
F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.50 to $283.25, inclusive.
F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $271.69 to $272.68, inclusive.
F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.78 to $273.67, inclusive.
F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.10 to $275.01, inclusive.
F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.00 to $276.99, inclusive.
F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.01 to $277.96, inclusive.
F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.01 to $279.01, 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 $279.09 to $279.91, inclusive.
F21The 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.
F22Shares subject to the option are fully vested and immediately exercisable.
F23Upon 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.
F24The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
F25The 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.
F26The 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.
F27The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee.
F28The 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.
F29The 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.
F3The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2026.
F30The shares are held of record by The Sutherland/Zatlyn 2026 Annuity Trust dated August 25, 2026, 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 $276.25 to $277.22, 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 (20) 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 $277.26 to $278.18, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.35 to $279.35, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.36 to $280.32, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.45 to $281.44, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.47 to $282.22, inclusive.