Cloudflare, Inc.

NET

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001104659-26-024262
Filing date: Mar 5, 2026
Earliest execution date: Mar 3, 2026
Reporting Owners: Zatlyn Michelle (Chair)

Summary

Type

Sell

Net shares

-76,923

% of shares

-7.99%

Amount (USD)

$13,941,970

Insider confidence score

26.3 out of 100

Positive

  • Under Rule 10b5-1 trading plan

Negative

  • Very large scheduled sell (<10% of shares)
  • Massive sell amount ($10M+)

Stock transactions

Transaction 1

Security

Class A Common Stock

Action

Exercise

Date

2026-03-03

Code

C

Net shares

+25,641.0

Acquired/Disposed

Acquired

Shares Owned Before

34,514.0

Shares Owned After

60,155.0

Transaction 2

Security

Class A Common Stock

Action

Sell

Date

2026-03-03

Code

S

Net shares

-7,354.0

Price per Share

$174.08

Amount (USD)

$1,280,205.65

Acquired/Disposed

Disposed

Shares Owned Before

60,155.0

Shares Owned After

52,801.0

Transaction 3

Security

Class A Common Stock

Action

Sell

Date

2026-03-03

Code

S

Net shares

-17,423.0

Price per Share

$174.78

Amount (USD)

$3,045,184.97

Acquired/Disposed

Disposed

Shares Owned Before

52,801.0

Shares Owned After

35,378.0

Transaction 4

Security

Class A Common Stock

Action

Sell

Date

2026-03-03

Code

S

Net shares

-864.0

Price per Share

$175.65

Amount (USD)

$151,759.87

Acquired/Disposed

Disposed

Shares Owned Before

35,378.0

Shares Owned After

34,514.0

Transaction 5

Security

Class A Common Stock

Action

Exercise

Date

2026-03-04

Code

C

Net shares

+25,641.0

Acquired/Disposed

Acquired

Shares Owned Before

34,514.0

Shares Owned After

60,155.0

Transaction 6

Security

Class A Common Stock

Action

Sell

Date

2026-03-04

Code

S

Net shares

-11,477.0

Price per Share

$179.05

Amount (USD)

$2,054,936.19

Acquired/Disposed

Disposed

Shares Owned Before

60,155.0

Shares Owned After

48,678.0

Transaction 7

Security

Class A Common Stock

Action

Sell

Date

2026-03-04

Code

S

Net shares

-11,867.0

Price per Share

$179.96

Amount (USD)

$2,135,622.11

Acquired/Disposed

Disposed

Shares Owned Before

48,678.0

Shares Owned After

36,811.0

Transaction 8

Security

Class A Common Stock

Action

Sell

Date

2026-03-04

Code

S

Net shares

-2,297.0

Price per Share

$180.76

Amount (USD)

$415,214.45

Acquired/Disposed

Disposed

Shares Owned Before

36,811.0

Shares Owned After

34,514.0

Transaction 9

Security

Class A Common Stock

Action

Exercise

Date

2026-03-05

Code

C

Net shares

+25,641.0

Acquired/Disposed

Acquired

Shares Owned Before

34,514.0

Shares Owned After

60,155.0

Transaction 10

Security

Class A Common Stock

Action

Sell

Date

2026-03-05

Code

S

Net shares

-1,226.0

Price per Share

$187.10

Amount (USD)

$229,381.90

Acquired/Disposed

Disposed

Shares Owned Before

60,155.0

Shares Owned After

58,929.0

Transaction 11

Security

Class A Common Stock

Action

Sell

Date

2026-03-05

Code

S

Net shares

-7,038.0

Price per Share

$187.86

Amount (USD)

$1,322,124.19

Acquired/Disposed

Disposed

Shares Owned Before

58,929.0

Shares Owned After

51,891.0

Transaction 12

Security

Class A Common Stock

Action

Sell

Date

2026-03-05

Code

S

Net shares

-1,526.0

Price per Share

$188.83

Amount (USD)

$288,147.56

Acquired/Disposed

Disposed

Shares Owned Before

51,891.0

Shares Owned After

50,365.0

Transaction 13

Security

Class A Common Stock

Action

Sell

Date

2026-03-05

Code

S

Net shares

-9,805.0

Price per Share

$190.11

Amount (USD)

$1,864,030.51

Acquired/Disposed

Disposed

Shares Owned Before

50,365.0

Shares Owned After

40,560.0

Transaction 14

Security

Class A Common Stock

Action

Sell

Date

2026-03-05

Code

S

Net shares

-6,046.0

Price per Share

$191.10

Amount (USD)

$1,155,362.79

Acquired/Disposed

Disposed

Shares Owned Before

40,560.0

Shares Owned After

34,514.0

Derivative Transactions

Transaction 1

Security

Employee Stock Option (right to buy)

Action

Exercise

Date

2026-03-03

Code

M

Net shares

-25,641.0

Acquired/Disposed

Disposed

Shares Owned Before

1,594,864.0

Shares Owned After

1,569,223.0

Transaction 2

Security

Class B Common Stock

Action

Exercise

Date

2026-03-03

Code

M

Net shares

+25,641.0

Acquired/Disposed

Acquired

Shares Owned Before

0.0

Shares Owned After

25,641.0

Transaction 3

Security

Class B Common Stock

Action

Exercise

Date

2026-03-03

Code

C

Net shares

-25,641.0

Acquired/Disposed

Disposed

Shares Owned Before

25,641.0

Shares Owned After

0.0

Transaction 4

Security

Employee Stock Option (right to buy)

Action

Exercise

Date

2026-03-04

Code

M

Net shares

-25,641.0

Acquired/Disposed

Disposed

Shares Owned Before

1,569,223.0

Shares Owned After

1,543,582.0

Transaction 5

Security

Class B Common Stock

Action

Exercise

Date

2026-03-04

Code

M

Net shares

+25,641.0

Acquired/Disposed

Acquired

Shares Owned Before

0.0

Shares Owned After

25,641.0

Transaction 6

Security

Class B Common Stock

Action

Exercise

Date

2026-03-04

Code

C

Net shares

-25,641.0

Acquired/Disposed

Disposed

Shares Owned Before

25,641.0

Shares Owned After

0.0

Transaction 7

Security

Employee Stock Option (right to buy)

Action

Exercise

Date

2026-03-05

Code

M

Net shares

-25,641.0

Acquired/Disposed

Disposed

Shares Owned Before

1,543,582.0

Shares Owned After

1,517,941.0

Transaction 8

Security

Class B Common Stock

Action

Exercise

Date

2026-03-05

Code

M

Net shares

+25,641.0

Acquired/Disposed

Acquired

Shares Owned Before

0.0

Shares Owned After

25,641.0

Transaction 9

Security

Class B Common Stock

Action

Exercise

Date

2026-03-05

Code

C

Net shares

-25,641.0

Acquired/Disposed

Disposed

Shares Owned Before

25,641.0

Shares Owned After

0.0

Filing's footnotes

1. 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.

2. 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 &quot;Revocable Trust&quot;).

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.30 to $174.29, 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 (14) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.30 to $175.29, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.30 to $176.01, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.53 to $179.52, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.53 to $180.52, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.53 to $181.07, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.38 to $187.33, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.38 to $188.335, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.425 to $189.38, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.605 to $190.60, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.61 to $191.435, inclusive.

15. 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.

16. Shares subject to the option are fully vested and immediately exercisable.

17. 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.

18. 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.

19. The 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. The 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.

25. The 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.

ℹ️ Filed under Rule 10b5-1 trading plan

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.