Cloudflare Co-Founder & Officer Files Proposed Sale of $106.8M in Class A Common Stock

Insider Filing Analysis: Form 144

Executive Summary

On October 5, 2026, Michelle Zatlyn, Co-Founder and Officer of Cloudflare, Inc. ($NET), filed a Form 144 notifying the proposed sale of 297,027 shares of Class A Common Stock with an estimated aggregate market value of $106,778,236.23 (implied price of ~$359.49 per share). The proposed transaction is scheduled to take place on or around October 5, 2026 through Goldman Sachs & Co. LLC.

Key Transaction Details

• Issuer: Cloudflare, Inc. (CIK: 0001477333)
• Filer: Michelle Zatlyn (CIK: 0001786951)
• Relationship: Officer
• Securities to be Sold: 297,027 Class A Common shares
• Aggregate Market Value: $106,778,236.23
• Shares Outstanding: 322,618,775 shares (sale represents approximately 0.09% of outstanding shares)
• Acquisition Origin: Acquired on August 8, 2017 via stock option cashless exercise / same-day sale compensation from the issuer.
• Selling Vehicle: The Sutherland / Zatlyn Revocable Trust dated November 17, 2016.

Trading Plan & Recent History

• Rule 10b5-1 Plan: The filing explicitly notes that the proposed sales are made pursuant to a Rule 10b5-1 trading plan adopted on February 27, 2026.
• Past 3 Months Activity: The trust has been executing programmatic sales consistently under this plan throughout July, August, and September 2026, generally in lots of 11,001 shares per execution.

Market Impact & Significance

• Significance Level: High, driven by the large nominal transaction value exceeding $106M and the insider's profile as a key founder and executive officer.
• Context: While the dollar figure is substantial, market disruption is mitigated because the sale is pre-scheduled under a Rule 10b5-1 plan adopted more than seven months prior, and represents less than 0.1% of Cloudflare's outstanding Class A common shares.