10/07/2026 | Press release | Distributed by Public on 10/07/2026 18:33
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Zatlyn Michelle C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO, CA 94107 |
X | President and Board Co-Chair | ||
| /s/ Charlotte Bowe, by power of attorney | 10/07/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |