SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zatlyn Michelle

(Last)

(First)

(Middle)

C/O CLOUDFLARE, INC.

101 TOWNSEND STREET

(Street)

SAN FRANCISCO

CALIFORNIA

94107

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Board Co-Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/05/2026		C		33,003	A	⁽¹⁾	102,778	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		3,619	D	$349.0689⁽⁴⁾	99,159	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		2,683	D	$350.0888⁽⁵⁾	96,476	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		4,829	D	$351.3049⁽⁶⁾	91,647	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		6,864	D	$352.3862⁽⁷⁾	84,783	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		5,892	D	$353.3464⁽⁸⁾	78,891	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		2,823	D	$354.3181⁽⁹⁾	76,068	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		6,136	D	$355.4515⁽¹⁰⁾	69,932	I	See footnote⁽²⁾
Class A Common Stock	10/05/2026		S⁽³⁾		157	D	$356.0528⁽¹¹⁾	69,775	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		C		33,003	A	⁽¹⁾	102,778	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		S⁽³⁾		4,260	D	$364.3925⁽¹²⁾	98,518	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		S⁽³⁾		6,179	D	$365.691⁽¹³⁾	92,339	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		S⁽³⁾		9,170	D	$366.6545⁽¹⁴⁾	83,169	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		S⁽³⁾		8,559	D	$367.7233⁽¹⁵⁾	74,610	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		S⁽³⁾		4,083	D	$368.591⁽¹⁶⁾	70,527	I	See footnote⁽²⁾
Class A Common Stock	10/06/2026		S⁽³⁾		752	D	$369.3374⁽¹⁷⁾	69,775	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		C		33,003	A	⁽¹⁾	102,778	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		5,694	D	$346.3995⁽¹⁸⁾	97,084	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		9,022	D	$347.2017⁽¹⁹⁾	88,062	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		7,688	D	$348.2303⁽²⁰⁾	80,374	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		3,900	D	$349.382⁽²¹⁾	76,474	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		4,240	D	$350.3744⁽²²⁾	72,234	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		2,162	D	$351.4017⁽²³⁾	70,072	I	See footnote⁽²⁾
Class A Common Stock	10/07/2026		S⁽³⁾		297	D	$352.245	69,775	I	See footnote⁽²⁾
Class A Common Stock								315,300	D
Class A Common Stock								19,615	I	See footnote⁽²⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.04	10/05/2026		M			33,003	⁽²⁵⁾	08/07/2027	Class B Common Stock	33,003	$0	957,087	D
Class B Common Stock	⁽¹⁾	10/05/2026		M		33,003		⁽¹⁾	⁽¹⁾	Class A Common Stock	33,003	$0	33,003	D
Class B Common Stock	⁽¹⁾	10/05/2026		C			33,003	⁽¹⁾	⁽¹⁾	Class A Common Stock	33,003	$0	0	D⁽²⁶⁾
Employee Stock Option (right to buy)	$2.04	10/06/2026		M			33,003	⁽²⁵⁾	08/07/2027	Class B Common Stock	33,003	$0	924,084	D
Class B Common Stock	⁽¹⁾	10/06/2026		M		33,003		⁽¹⁾	⁽¹⁾	Class A Common Stock	33,003	$0	33,003	D
Class B Common Stock	⁽¹⁾	10/06/2026		C			33,003	⁽¹⁾	⁽¹⁾	Class A Common Stock	33,003	$0	0	D⁽²⁶⁾
Employee Stock Option (right to buy)	$2.04	10/07/2026		M			33,003	⁽²⁵⁾	08/07/2027	Class B Common Stock	33,003	$0	891,081	D
Class B Common Stock	⁽¹⁾	10/07/2026		M		33,003		⁽¹⁾	⁽¹⁾	Class A Common Stock	33,003	$0	33,003	D
Class B Common Stock	⁽¹⁾	10/07/2026		C			33,003	⁽¹⁾	⁽¹⁾	Class A Common Stock	33,003	$0	0	D⁽²⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	552,438		552,438⁽²⁷⁾⁽²⁸⁾⁽²⁹⁾	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	351,505		351,505	I	See footnote⁽³⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,064,551		2,064,551⁽³¹⁾	I	See footnote⁽³²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,472,355		1,472,355⁽³³⁾	I	See footnote⁽³⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	4,819		4,819	I	See footnote⁽³⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	0		0⁽³⁶⁾	I	See footnote⁽³⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	0		0⁽³⁸⁾	I	See footnote⁽³⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	790,659		790,659	I	See footnote⁽⁴⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	716,993		716,993⁽⁴¹⁾	I	See footnote⁽⁴²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	133,412		133,412⁽⁴³⁾	I	See footnote⁽⁴⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000		250,000	I	See footnote⁽⁴⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	743,712		743,712⁽⁴⁶⁾	I	See footnote⁽⁴⁷⁾

Explanation of Responses:

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 "Revocable Trust").

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 27, 2026.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.56 to $349.55, 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 (23) 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 $349.725 to $350.62, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.7825 to $351.7775, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.7925 to $352.76, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.81 to $353.81, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.82 to $354.695, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.00 to $355.97, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.03 to $356.11, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $364.00 to $364.7925, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $365.04 to $366.035, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.095 to $367.09, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $367.19 to $368.15, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.2275 to $369.08, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $369.2675 to $369.39, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.76 to $346.76, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.765 to $347.76, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.81 to $348.80, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.83 to $349.80, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.855 to $350.83, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.155 to $352.04, inclusive.

24. 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 (the "2021 Irrevocable Trust").

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

26. 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.

27. Includes 743,712 shares which were re-registered on August 26, 2026 and now are held of record by the Revocable Trust. See footnote 28 for further explanation.

28. Continued from footnote 27: These shares were previously registered as follows: (i) 185,382 shares previously reported as being held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust"); (ii) 283,007 shares previously reported as being held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust"); (iii) 208,735 shares previously reported as being held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust II"); and (iv) 66,588 shares previously reported as being held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust II").

29. Excludes 743,712 shares previously reported as being held of record by the Revocable Trust which were re-registered on August 26, 2026 and are now held of record by The Sutherland/Zatlyn 2026 Annuity Trust dated August 25, 2026, for which the reporting person serves as trustee (the "2026 Annuity Trust").

30. 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.

31. Excludes 1,472,355 shares that were included in the holdings of the 2021 Irrevocable Trust reported in the reporting person's Form 4 filed on September 8, 2026. These shares are held of record by The SZ 2021 Irrevocable Trust B dated November 6, 2021, for which the reporting person serves as the co-appointer (the "2021 Irrevocable Trust B"), and are reported on a separate line of this Form 4 to correct the holdings previously reported.

32. The shares are held of record by the 2021 Irrevocable Trust.

33. Consists of 1,472,355 shares distributed on August 26, 2026 to the 2021 Irrevocable Trust B by the 2024 Annuity Trust (736,348 shares) and the 2024 Annuity Trust II (736,007 shares). These shares were included in the holdings of the 2021 Irrevocable Trust reported in the reporting person's Form 4 filed on September 8, 2026, and are reported separately on this Form 4 to correct that report.

34. The shares are held of record by the 2021 Irrevocable Trust B.

35. 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.

36. Excludes 921,730 shares previously reported as held of record by the 2024 Annuity Trust which were re-registered on August 26, 2026 as follows: (i) 185,382 shares are now held of record by the Revocable Trust; and (ii) 736,348 shares are now held of record by the 2021 Irrevocable Trust B.

37. The shares are held of record by the 2024 Annuity Trust.

38. Excludes 944,742 shares previously reported as held of record by the 2024 Annuity Trust II which were re-registered on August 26, 2026 as follows: (i) 208,735 shares are now held of record by the Revocable Trust; and (ii) 736,007 shares are now held of record by the 2021 Irrevocable Trust B.

39. The shares are held of record by the 2024 Annuity Trust II.

40. 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.

41. Excludes 283,007 shares previously reported as being held of record by the 2025 Annuity Trust which were re-registered on August 26, 2026 and are now held of record by the Revocable Trust.

42. The shares are held of record by the 2025 Annuity Trust.

43. Excludes 66,588 shares previously reported as being held of record by the 2025 Annuity Trust II which were re-registered on August 26, 2026 and are now held of record by the Revocable Trust.

44. The shares are held of record by the 2025 Annuity Trust II.

45. 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.

46. Consists of 743,712 shares previously reported as being held of record by the Revocable Trust which were re-registered on August 26, 2026 and are now held of record by the 2026 Annuity Trust.

47. The shares are held of record by the 2026 Annuity Trust.

Remarks:

	/s/ Charlotte Bowe, by power of attorney	10/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)