Cloudflare, Inc. 4

Cloudflare President and Board Co‑Chair Michelle Zatlyn exercised low‑priced options into Class B shares, converted them into Class A, and sold roughly 77,343 Class A shares for about $16–17 million over June 16–18, 2026 under a Rule 10b5‑1 plan while retaining a very large remaining stake.

On June 16–18, 2026, Cloudflare, Inc. President and Board Co‑Chair Michelle Zatlyn executed a series of option exercises, conversions, and pre‑planned sales under a Rule 10b5‑1 trading plan. Each day she exercised employee stock options for 25,641 shares of Class B common stock at $2.04 per share, converted those Class B shares into an equal number of Class A shares, and then sold portions of the resulting Class A stock in multiple transactions. On June 16 she sold 26,641 Class A shares at weighted average prices between approximately $229.48 and $237.67; on June 17 she sold 25,051 Class A shares at weighted averages around $229.91 to $235.68; and on June 18 she sold 25,651 Class A shares at weighted averages around $216.43 to $223.29. The aggregate sale proceeds across the three days are on the order of $16–17 million, while the option exercises were deeply in‑the‑money given the ~$224 market price. Following these transactions, she continued to beneficially own a very substantial stake in Cloudflare through various trusts and direct holdings, with post‑transaction direct Class A ownership of 36,0807 shares plus multiple large indirect Class A positions; using the prevailing price of about $224, her remaining directly reported Class A stake alone is worth roughly $80–85 million, and her overall beneficial ownership (counting the large indirect positions enumerated in the filing) is worth many hundreds of millions of dollars.

Filing Facts

CIK

1477333

Ticker

NET

Form

4

Source Type

sec

Accession

0001786951-26-000010

Alert Tier

7