Michelle Zatlyn - Feb 5, 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
PRESIDENT & BOARD CO-CHAIR, Director
Signature
/s/ Lindsey Cochran, by power of attorney
Stock symbol
NET
Transactions as of
Feb 5, 2025
Transactions value $
$0
Form type
4
Date filed
2/7/2025, 04:28 PM
Previous filing
Jan 24, 2025
Next filing
Feb 19, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Award $0 +260K +150.14% $0.00 433K Feb 5, 2025 Direct F1
holding NET Class A Common Stock 19.6K Feb 5, 2025 See footnote F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NET Performance Stock Units Award $0 +175K $0.00 175K Feb 5, 2025 Class A Common Stock 175K Direct F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported shares are represented by restricted stock units, or RSUs, which vest in 20 equal quarterly installments beginning on May 15, 2025.
F2 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.
F3 Each performance-based restricted stock unit, or PSU, represents a contingent right to receive one share of Issuer Class A common stock.
F4 The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche.
F5 In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.