Cloudflare, Inc. 4

Cloudflare President and Board Co‑Chair Michelle Zatlyn had 23,157 Class A shares withheld for taxes in connection with PSU/RSU vesting, leaving her with significant direct and trust-held ownership.

On August 15, 2026, Cloudflare, Inc. President and Board Co‑Chair Michelle Zatlyn had 23,157 shares of Class A Common Stock withheld by the company at an implied price of $315.78 per share, totaling approximately $7.3 million, solely to satisfy tax liabilities arising from the vesting of performance-based restricted stock units and/or restricted stock units. Following this tax withholding, she continued to beneficially own 315,300 shares directly, as well as additional indirect holdings through the Sutherland/Zatlyn Revocable Trust dated November 17, 2016 (69,775 shares) and The SZ 2021 Irrevocable Trust dated November 6, 2021 (19,615 shares), with explanatory footnotes clarifying that PSUs and RSUs were re-registered into the revocable trust. Using the prevailing stock price as a proxy, her total post-transaction beneficial ownership remains substantial, indicating this filing reflects a routine compensation-related tax event rather than an open-market sale.

Filing Facts

CIK

1477333

Ticker

NET

Form

4

Source Type

sec

Accession

0001786951-26-000016

Alert Tier

5