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NETCloudflare, Inc. · Insider ownership research

Cloudflare, Inc. insiders sold $740M in the past 12 months. How much of their stake is that?

About 13% overall. As a group they still hold 89% of their starting shares. These figures leave out Matthew Prince, the largest holder (holdings couldn't be fully reconciled).

Updated Oct 8, 2026 from SEC filings · covers Oct 9, 2025 to Oct 8, 2026
How this comparesMore of their stake sold than at 127 of the 156 other companies we can measure (#30 of 157)See ranking
0
buyers among officers and directors, past 12 months
100%
of sales were under disclosed trading plans, past 12 months
10 of 13
officers and directors sold shares, past 12 months
Recent activity · past 30 days, Sep 9, 2026 to Oct 8, 2026
Oct 7, 2026Michelle Zatlyn sold 33K shares ($11.5M) under a disclosed trading plan.
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Michelle Zatlyn
President and Board Co-Chair, Director
33,003$348.29n/an/aOct 7, 2026Oct 7, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Oct 6, 2026Michelle Zatlyn sold 33K shares ($12.1M) under a disclosed trading plan.
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Michelle Zatlyn
President and Board Co-Chair, Director
33,003$366.76n/an/aOct 6, 2026Oct 7, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Oct 5, 2026Michelle Zatlyn sold 33K shares ($11.6M) under a disclosed trading plan.
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Michelle Zatlyn
President and Board Co-Chair, Director
33,003$352.60n/an/aOct 5, 2026Oct 7, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Sep 22, 2026Carl Ledbetter sold 5K shares ($1.8M) under a disclosed trading plan. That is 0.6% of the total stake held that day.
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Carl Ledbetter
Director
5,000$353.150.6%894KSep 22, 2026Sep 23, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Sep 17, 2026Thomas Seifert sold 10K shares ($3.3M) under a disclosed trading plan.
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Thomas Seifert
Chief Financial Officer
10,000$332.46n/an/aSep 17, 2026Sep 21, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Sep 15, 2026Thomas Seifert had 2.9K shares ($963K) withheld by the company for taxes (not a market sale).
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Thomas Seifert
Chief Financial Officer
2,944$327.23n/an/aSep 15, 2026Sep 15, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Sep 14, 2026Carl Ledbetter sold 5K shares ($1.6M) under a disclosed trading plan. That is 0.6% of the total stake held that day.
WhoSharesPrice% of total stakeTotal stake afterTrade dateFiled
Carl Ledbetter
Director
5,000$312.220.6%899KSep 14, 2026Sep 15, 2026

"% of total stake" is the shares in this event against all the vested shares the person held that day, across every share class and holding entity, after that day's vesting. "n/a" means the person's holdings don't reconcile, or the row is a purchase. "Holdings record incomplete" means more shares were sold than the filings show the person held that day, so a percentage would be wrong.

Is this normal? In line with the past 5 years. 10 insiders sold; the average is 9 a year. Year by year
Latest filing: Filed Oct 7 for a sale from Oct 5 to Oct 7. Michelle Zatlyn sold 99K shares ($35.2M) under a disclosed plan. Filing
131 SEC ownership filings in the period · See the evidence

What stands out

Janel Riley sold 68% of vested holdings: 43K shares for $8.8M, all under a disclosed plan.Largest sale, Mar 5, 2026

Percentages cover 7 of 13 officers and directors. 6 are left out

i
Left out: Matthew Prince, Michelle Zatlyn, Thomas Seifert and Scott Sandell (holdings couldn't be fully reconciled); Katrin Suder (most holdings were last confirmed in 2021); Alissa Starzak (most of their shares vested during the period, so a percentage would mislead).
Disclosed company stock is not an insider's whole wealth.

Who sold, and how much of their stake

Officers and directors, past 12 months. Each bar is the insider's vested stake at the start of the period (Oct 8, 2025). The gold part is what they sold.

SoldRest of starting stakeAdded during the period
Matthew Prince
CEO & Board Co-Chair, Director
No bar: holdings couldn't be fully reconciled.
$374MDisclosed plan
Michelle Zatlyn
President and Board Co-Chair, Director
No bar: holdings couldn't be fully reconciled.
$253MDisclosed plan
Thomas Seifert
Chief Financial Officer
No bar: holdings couldn't be fully reconciled.
$55.9MDisclosed plan
Carl Ledbetter
Director
14% · $32.4MDisclosed plan
Janel Riley
Chief Accounting Officer
68% · $8.8MDisclosed plan
All 10 sellers

Selling by month

Officers and directors, Oct 2025 to Oct 2026. Each sale is counted once: under a disclosed plan, else to cover taxes, else no plan disclosed.

Disclosed planTo cover taxesNo plan disclosed
Oct 2025: $45.4M under a disclosed planOctNov 2025: $61.9M under a disclosed planNovDec 2025: $53.0M under a disclosed planDecJan 2026: $53.7M under a disclosed planJanFeb 2026: $51.2M under a disclosed planFebMar 2026: $59.6M under a disclosed planMarApr 2026: $53.2M under a disclosed planAprMay 2026: $63.0M under a disclosed planMayJun 2026: $59.2M under a disclosed planJunJul 2026: $70.9M under a disclosed planJulAug 2026: $99.4M under a disclosed plan$99.4MAugSep 2026: $34.3M under a disclosed planSepOct 2026: $35.2M under a disclosed planOct

Outside holders, reported separately

Carl Ledbetter reported no open-market sales in the past 12 months. Large shareholders and the funds or companies that board members represent are not part of management, so they are left out of the figures above.

Details

Common questions

Is the Cloudflare, Inc. CEO selling stock?

Yes. Matthew Prince sold 1.73M shares ($374M) in the past 12 months, all of it under a trading plan disclosed in the filings.

Why are Cloudflare, Inc. insiders selling?

Filings rarely give a reason, and we don't guess at one. What they show is how the sales were made: 100% of sales by value ran under 10b5-1 trading plans disclosed in the filings. A trading plan schedules sales in advance.

Are any Cloudflare, Inc. insiders buying?

No. Officers and directors reported no purchases in the past 12 months.

How much of their stake did Cloudflare, Inc. insiders sell?

About 13% overall. As a group they still hold 89% of their starting shares. These figures leave out Matthew Prince, the largest holder (holdings couldn't be fully reconciled). That covers the 12 months to Oct 8, 2026 and counts vested shares reported on SEC Forms 3, 4 and 5, which is not an insider's whole wealth.

The evidence

Who sold10 officers and directors: amount, % of holdings, trading plan
Who soldAmount% of holdingsTrading plan
Matthew Prince
CEO & Board Co-Chair, Director
$374M
1.73M shares
i
No percentage: holdings couldn't be fully reconciled.
Disclosed plan
Michelle Zatlyn
President and Board Co-Chair, Director
$253M
1.07M shares
i
No percentage: holdings couldn't be fully reconciled.
Disclosed plan
Thomas Seifert
Chief Financial Officer
$55.9M
238K shares
i
No percentage: holdings couldn't be fully reconciled.
Disclosed plan
Carl Ledbetter
Director
$32.4M
140K shares
14%Disclosed plan
Janel Riley
Chief Accounting Officer
$8.8M
43K shares
68%Disclosed plan
John Graham-Cumming
Director
$6.4M
29K shares
5.8%Disclosed plan
Alissa Starzak
Chief Legal Officer
$5.3M
22K shares
i
No percentage: most of their shares vested during the period, so a percentage would mislead.
Disclosed plan
Douglas Kramer
Chief Legal Officer
$3.7M
18K shares
12%Disclosed plan
Katrin Suder
Director
$879K
4.4K shares
i
No percentage: most holdings were last confirmed in 2021.
Disclosed plan
Mark Hawkins
Director
$512K
2.2K shares
18%Disclosed plan

Board members representing outside shareholders, reported separately: Carl Ledbetter. Details

The full ownership picture9 of 13 insiders fully reconciled · 13 officers and directors

Vested shares across all share classes, held directly and through trusts, LLCs and family members, as reported on SEC Forms 3, 4 and 5. Unvested awards and options are never counted as owned shares.

InsiderHeld Oct 8, 2025SoldHeld Oct 8, 2026Still held
Matthew Prince
!
Holdings couldn't be fully reconciled. A footnote describes a transfer or distribution between related entities, but the amounts could not be matched to the balance change. Largest: +3,103,644 shares on Oct 16, 2025 (Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated August 20, 2024). See the filing Sales and other transactions for Matthew Prince are complete.
CEO & Board Co-Chair, Director
n/a−1.73Mn/an/a
Vesting, gifts, unvested awards and holding lines for Matthew Prince
+22Kshares vested or exercised
−495Kgifted (net of own trusts)
−74Kwithheld by the company for taxes
153K → 131Kunvested awards, start → end
  • An owner entity could not be identified from the footnotes.
  • Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Holdings couldn't be fully reconciled. A footnote describes a transfer or distribution between related entities, but the amounts could not be matched to the balance change. Largest: +3,103,644 shares on Oct 16, 2025 (Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated August 20, 2024). The balances below are as reported, not verified totals.

Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock367,251315,300
Revocable TrustClass A Common Stock20,11125,570
Matthew Prince Revocable Trust dated October 29, 2015Class A Common Stock00
Prince 2021 Remainder Trust dated September 23, 2021Class A Common Stock00
Revocable TrustClass B Common Stock12,240,35912,240,359
Prince Family Nonexempt Irrevocable Trust dated March 29, 2016Class B Common Stock6,928,4086,928,408
Matthew Prince Revocable Trust dated October 29, 2015Class B Common Stock6,134,2944,183,620
Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024Class B Common Stock4,004,1174,004,117
2024 Annuity Trust 2Class B Common Stock3,103,6443,103,139
2024 Annuity TrustClass B Common Stock3,065,0153,065,015
Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024Class B Common Stock3,065,0153,065,015
Prince 2021 Remainder Trust dated September 23, 2021Class B Common Stock2,952,1862,750,039
Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022Class B Common Stock2,478,7382,478,738
2023 Annuity Trust #2Class B Common Stock2,374,6212,374,621
Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023Class B Common Stock2,374,6212,374,621
Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025Class B Common Stock2,000,0002,000,000
2025 Annuity Trust 2Class B Common Stock2,000,0002,000,000
Matthew Prince 2025 Grantor Retained Annuity Trust dated May 10, 2025Class B Common Stock2,000,0002,000,000
Prince 2021 Remainder Trust UA 09/23/2021Class B Common Stock1,213,5761,213,576
Prince Family Exempt Irrevocable Trust dated March 29, 2016Class B Common Stock1,060,0001,060,000
Matthew Prince 2024 Grantor Retained Annuity Trust dated May 20, 2024Class B Common Stock03,065,015
Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated August 20, 2024Class B Common Stock03,103,139
Matthew Prince 2025 Grantor Retained Annuity Trust 2 dated August 11, 2025Class B Common Stock02,000,000
LLCClass B Common Stock00
2021 Remainder TrustClass B Common Stock02,951,829

Additional holdings last reported Sep 13, 2022, not confirmed since: 9,047,535 shares. Not included in any total or percentage on this page.

Michelle Zatlyn
!
Holdings couldn't be fully reconciled. A footnote describes a transfer or distribution between related entities, but the amounts could not be matched to the balance change. Largest: +2,064,551 shares on Nov 24, 2025 (2021 Irrevocable Trust). See the filing Sales and other transactions for Michelle Zatlyn are complete.
President and Board Co-Chair, Director
n/a−1.07Mn/an/a
Vesting, gifts, unvested awards and holding lines for Michelle Zatlyn
+22Kshares vested or exercised
−1gifted (net of own trusts)
−86Kwithheld by the company for taxes
153K → 131Kunvested awards, start → end
  • An owner entity could not be identified from the footnotes.
  • Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Holdings couldn't be fully reconciled. A footnote describes a transfer or distribution between related entities, but the amounts could not be matched to the balance change. Largest: +2,064,551 shares on Nov 24, 2025 (2021 Irrevocable Trust). The balances below are as reported, not verified totals.

Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock367,251315,300
Revocable TrustClass A Common Stock24,03469,775
SZ 2021 Irrevocable Trust dated November 6, 2021Class A Common Stock19,61519,615
Sutherland/Zatlyn Revocable Trust dated November 17, 2016Class A Common Stock14,57569,775
SZ 2020 Irrevocable Trust dated November 25, 2020Class A Common Stock019,615
DirectClass B Common Stock00
SZ 2021 Irrevocable Trust dated November 6, 2021Class B Common Stock1,951,4143,536,906
2024 Annuity Trust IIIClass B Common Stock1,000,000790,659
Sutherland/Zatlyn 2024 Annuity Trust III dated November 12, 2024Class B Common Stock1,000,000790,659
2025 Annuity TrustClass B Common Stock1,000,000716,993
Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025Class B Common Stock1,000,000716,993
2024 Annuity Trust IIClass B Common Stock944,7420
Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024Class B Common Stock944,742944,742
2024 Annuity TrustClass B Common Stock921,7300
Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024Class B Common Stock921,730921,730
Sutherland/Zatlyn Revocable Trust dated November 17, 2016Class B Common Stock548,086552,438
SZ 2020 Irrevocable Trust dated November 25, 2020Class B Common Stock351,505351,505
2025 Annuity Trust IIClass B Common Stock200,000133,412
Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025Class B Common Stock200,000133,412
Revocable TrustClass B Common Stock162,968162,968
2023 Annuity Trust IIClass B Common Stock162,9680
2021 Irrevocable TrustClass B Common Stock02,064,551
SZ 2023 Irrevocable Trust dated August 29, 2023Class B Common Stock04,819
Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025Class B Common Stock0250,000
LLCClass B Common Stock00
2026 Annuity TrustClass B Common Stock0743,712
2021 Irrevocable Trust BClass B Common Stock01,472,355

Additional holdings last reported Sep 21, 2023, not confirmed since: 8,073,057 shares. Not included in any total or percentage on this page.

Stock options (not counted as shares):

Options heldStrike priceExpiresIntrinsic value (estimate)
891,081$2.04Aug 7, 2027$312M

Estimate: options held × ($352.25 − strike price), using the most recent insider trade price on Form 4 (Oct 7, 2026), not a market close.

Carl Ledbetter
i
Shares held through Pelion Opportunity Fund I, LLC, Pelion Ventures V Financial Institutions Fund, L.P, Pelion Ventures V, L.P and others belong to an outside shareholder this director represents; they are listed under "Board members representing outside shareholders", not here.
Director
1.03M−140K894K87%
Vesting, gifts, unvested awards and holding lines for Carl Ledbetter
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
  • Shares held through Pelion Opportunity Fund I, LLC, Pelion Ventures V Financial Institutions Fund, L.P, Pelion Ventures V, L.P and others belong to an outside shareholder this director represents; they are listed under "Board members representing outside shareholders", not here.
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock19,59920,441
Carl S. Ledbetter Trust dated February 14, 2020Class A Common Stock1,013,073873,073
John Graham-Cumming
Director
495K−29K495K99.9%
Vesting, gifts, unvested awards and holding lines for John Graham-Cumming
+28Kshares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock495,191494,909
Thomas Seifert
!
Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +142,116 shares on Mar 15, 2026 (Direct). See the filing Sales and other transactions for Thomas Seifert are complete.
Chief Financial Officer
n/a−238Kn/an/a
Vesting, gifts, unvested awards and holding lines for Thomas Seifert
+55Kshares vested or exercised
0gifted (net of own trusts)
−68Kwithheld by the company for taxes
none reportedunvested awards, start → end

Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +142,116 shares on Mar 15, 2026 (Direct). The balances below are as reported, not verified totals.

Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock189,517107,902
2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026Class A Common Stock092,337
DirectClass B Common Stock8,9258,925
Center Court Partners LtdClass B Common Stock150,000150,000
Center Court 2020 Trust 1 UA 12/11/20Class B Common Stock46,10046,100
Center Court 2020 Trust 2 UA 12/11/20Class B Common Stock46,10046,100
Center Court 2020 Trust 3 UA 12/11/20Class B Common Stock46,10046,100
Center Court 2020 Trust 1 dated December 11, 2020Class B Common Stock046,100
Center Court 2020 Trust 2 dated December 11, 2020Class B Common Stock046,100
Center Court 2020 Trust 3 dated December 11, 2020Class B Common Stock046,100

Stock options (not counted as shares):

Options heldStrike priceExpiresIntrinsic value (estimate)
500,000$44.72Feb 13, 2032$154M

Estimate: options held × ($352.25 − strike price), using the most recent insider trade price on Form 4 (Oct 7, 2026), not a market close.

Scott Sandell
!
Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +37,000 shares on Jun 30, 2026 (Pendleton 2020 GRAT dated December 21, 2020). See the filing Sales and other transactions for Scott Sandell are complete.
Director
n/a0n/an/a
Vesting, gifts, unvested awards and holding lines for Scott Sandell
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
  • Includes unvested RSUs, amount not disclosed.
  • Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Holdings couldn't be fully reconciled. Balance changed without a matching transaction, and the footnote does not state the amount: +37,000 shares on Jun 30, 2026 (Pendleton 2020 GRAT dated December 21, 2020). The balances below are as reported, not verified totals.

Held throughShare classOct 8, 2025Oct 8, 2026
Direct
includes unvested RSUs, amount not disclosed
Class A Common Stock10,53611,378
Blue Mountain Trust dated April 29, 2019Class A Common Stock174,534174,534
See Note 3Class A Common Stock37,00037,000
See Note 7Class A Common Stock37,00037,000
See Note 4Class A Common Stock37,00037,000
Pendleton 2020 GRAT dated December 21, 2020Class A Common Stock037,000

Additional holdings last reported Aug 8, 2023, not confirmed since: 44,096,966 shares. Not included in any total or percentage on this page.

Douglas Kramer
i
Minor difference of 107 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).
Chief Legal Officer
151K−18K119K79%
Vesting, gifts, unvested awards and holding lines for Douglas Kramer
0shares vested or exercised
−7Kgifted (net of own trusts)
−26Kwithheld by the company for taxes
none reportedunvested awards, start → end
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock132,18588,649
DirectClass B Common Stock18,67530,175

Stock options (not counted as shares):

Options heldStrike priceExpiresIntrinsic value (estimate)
30,519$2.04Jul 25, 2027$10.7M

Estimate: options held × ($352.25 − strike price), using the most recent insider trade price on Form 4 (Oct 7, 2026), not a market close.

Reconciliation: minor difference of 107 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Janel Riley
i
Minor difference of 4 shares. Difference is under 0.5% of holdings.
Chief Accounting Officer
63K−43K42K65%
Vesting, gifts, unvested awards and holding lines for Janel Riley
+28Kshares vested or exercised
0gifted (net of own trusts)
−15Kwithheld by the company for taxes
none reportedunvested awards, start → end
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock63,48941,547

Stock options (not counted as shares):

Options heldStrike priceExpiresIntrinsic value (estimate)
71,668$67.79Aug 6, 2033$20.4M

Estimate: options held × ($352.25 − strike price), using the most recent insider trade price on Form 4 (Oct 7, 2026), not a market close.

Reconciliation: minor difference of 4 shares. Difference is under 0.5% of holdings.

Katrin Suder
!
Most of this insider's holdings were last confirmed in 2021. Confirmed in the last three years: 38,272 shares. Not confirmed since: 67,500 shares, left out of this row. "Still held" is not shown because it would cover only the smaller, confirmed part.
Director
42K−4.4K38Ksee note
Vesting, gifts, unvested awards and holding lines for Katrin Suder
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
  • Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock41,78538,272

Additional holdings last reported May 15, 2021, not confirmed since: 67,500 shares. Not included in any total or percentage on this page.

Mark Hawkins
Director
12K−2.2K11K89%
Vesting, gifts, unvested awards and holding lines for Mark Hawkins
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock11,99010,632
Karim Lakhani
Director
6.7K07.5Kno sales
Vesting, gifts, unvested awards and holding lines for Karim Lakhani
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock6,7067,548
Stacey Cunningham
Director
3.4K04.2Kno sales
Vesting, gifts, unvested awards and holding lines for Stacey Cunningham
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
Held throughShare classOct 8, 2025Oct 8, 2026
DirectClass A Common Stock3,3734,215
Alissa Starzak
i
Minor difference of 104 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer). Includes unvested RSUs, amount not disclosed. Unvested RSUs stated in footnotes are excluded from owned shares. Started reporting during the period; starting holdings are from the Form 3.
Chief Legal Officer
1.7K−22K112Knot meaningful
Vesting, gifts, unvested awards and holding lines for Alissa Starzak
+13Kshares vested or exercised
0gifted (net of own trusts)
−7.5Kwithheld by the company for taxes
none reportedunvested awards, start → end
  • Includes unvested RSUs, amount not disclosed.
  • Unvested RSUs stated in footnotes are excluded from owned shares.
  • Started reporting during the period; starting holdings are from the Form 3.
Held throughShare classOct 8, 2025Oct 8, 2026
Direct
includes unvested RSUs, amount not disclosed
Class A Common Stock1,701112,082

Stock options (not counted as shares):

Options heldStrike priceExpiresIntrinsic value (estimate)
29,167$2.74Apr 18, 2028$10.2M
86,666$77.70Aug 4, 2034$23.8M
128,000$193.52May 10, 2036$20.3M

Estimate: options held × ($352.25 − strike price), using the most recent insider trade price on Form 4 (Oct 7, 2026), not a market close.

Reconciliation: minor difference of 104 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

9 of 13 insiders fully reconciled: starting holdings plus reported transactions match ending holdings (6 exactly, 3 with a minor or footnoted difference). For 4 we show sales but not holdings; the ! icon on their rows explains why. Percentages cover 7 of 13 officers and directors. Left out: Matthew Prince, Michelle Zatlyn, Thomas Seifert and Scott Sandell (holdings couldn't be fully reconciled); Katrin Suder (most holdings were last confirmed in 2021); Alissa Starzak (most of their shares vested during the period, so a percentage would mislead). "Still held" compares ending with starting vested shares; a plus sign means the holding grew.

What explains the selling$740M of sales by plan status, purpose, seller and month

Officer and director open-market sales: $740M across 3,291,065 shares. Plan status and stated purpose are separate questions, and a sale can have both.

By plan status

Taxes

277,039 shares ($62.8M) were withheld by the company for taxes, which isn't a market sale.

Charitable gifts · 495K shares

Gifts the filings describe as charitable. Gifts are not sales and are not included in the sale totals.

SellerShares soldProceedsUnder a disclosed planShare of totalSales dates
Matthew Prince
CEO & Board Co-Chair, Director
1.73M$374M100%50%Oct 14, 2025 to Aug 5, 2026
Michelle Zatlyn
President and Board Co-Chair, Director
1.07M$253M100%34%Oct 9, 2025 to Oct 7, 2026
Thomas Seifert
Chief Financial Officer
238K$55.9M100%8%Oct 20, 2025 to Sep 17, 2026
Carl Ledbetter
Director
140K$32.4M100%4%Oct 20, 2025 to Sep 22, 2026
Janel Riley
Chief Accounting Officer
43K$8.8M100%1%Nov 18, 2025 to Aug 18, 2026
John Graham-Cumming
Director
29K$6.4M100%0.9%Oct 13, 2025 to Aug 10, 2026
Alissa Starzak
Chief Legal Officer
22K$5.3M100%0.7%May 28, 2026 to Aug 18, 2026
Douglas Kramer
Chief Legal Officer
18K$3.7M100%0.5%Nov 3, 2025 to Feb 2, 2026
Katrin Suder
Director
4.4K$879K100%0.1%Nov 19, 2025 to Jun 8, 2026
Mark Hawkins
Director
2.2K$512K100%0.1%Nov 3, 2025 to Aug 3, 2026

Sales by month

MonthSale proceedsDisclosed planTo cover taxesNo plan disclosed
Oct 2025$45.4M$45.4M$0$0
Nov 2025$61.9M$61.9M$0$0
Dec 2025$53.0M$53.0M$0$0
Jan 2026$53.7M$53.7M$0$0
Feb 2026$51.2M$51.2M$0$0
Mar 2026$59.6M$59.6M$0$0
Apr 2026$53.2M$53.2M$0$0
May 2026$63.0M$63.0M$0$0
Jun 2026$59.2M$59.2M$0$0
Jul 2026$70.9M$70.9M$0$0
Aug 2026$99.4M$99.4M$0$0
Sep 2026$34.3M$34.3M$0$0
Oct 2026$35.2M$35.2M$0$0
Board members representing outside shareholders (1)Listed and sourced; not part of the management totals or the answer line

Directors whose reported holdings sit mostly in an investment fund or a corporate shareholder they represent, not in their own name, with beneficial ownership disclaimed except for their own financial interest. Listed and sourced here; not part of the management totals or the answer line. Shares a fund hands to its own investors are distributions, not sales.

Board memberHeld Oct 8, 2025SoldHeld Oct 8, 2026Still held
Carl Ledbetter
!
Most of this insider's holdings were last confirmed in 2019. Confirmed in the last three years: 0 shares. Not confirmed since: 49,441,658 shares, left out of this row. "Still held" is not shown because it would cover only the smaller, confirmed part.
Director
000see note
Vesting, gifts, unvested awards and holding lines for Carl Ledbetter
0shares vested or exercised
0gifted (net of own trusts)
none reportedunvested awards, start → end
  • Additional holdings last reported more than 3 years ago are shown separately and excluded from totals.

Additional holdings last reported Sep 17, 2019, not confirmed since: 49,441,658 shares. Not included in any total or percentage on this page.

Is this normal? Selling year by year5 earlier years to compare with

In line with the past 5 years. 10 insiders sold; the average is 9 a year.

12 months endingShares soldInsiders who soldProceeds
Oct 8, 2026
Latest 12 months
3.29M10$740M
Oct 8, 2025
1 year earlier
3.48M10$515M
Oct 8, 2024
2 years earlier
4.55M9$381M
Oct 9, 2023
3 years earlier
2.93M7$172M
Oct 9, 2022
4 years earlier
3.19M9$364M
Oct 9, 2021
5 years earlier
5.28M9$453M

Open-market sales (Form 4 code S) by people who were officers or directors, in split-adjusted shares. Earlier years include people who have since left. A sale that an outside holder also reports (a family trust, a fund) is counted with outside holders in every year. Shares, not dollars, are compared, so a change in the stock price doesn't look like a change in selling. Years the filings don't fully cover are shown but left out of the average.

Known gaps and uncertainty4 insiders whose holdings couldn't be fully reconciled

Matthew Prince: holdings couldn't be fully reconciled (difference of 11,099,376 shares). A footnote describes a transfer or distribution between related entities, but the amounts could not be matched to the balance change. Largest: +3,103,644 shares on Oct 16, 2025 (Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated August 20, 2024). Filing, Oct 16, 2025

Footnote: "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. | The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated August 20, 2024, for which the reporting person serves as co-trustee and investment advisor."

Michelle Zatlyn: holdings couldn't be fully reconciled (difference of 3,042,830 shares). A footnote describes a transfer or distribution between related entities, but the amounts could not be matched to the balance change. Largest: +2,064,551 shares on Nov 24, 2025 (2021 Irrevocable Trust). Filing, Nov 24, 2025

Footnote: "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. | Includes 113,137 shares previously reported as held directly by the 2023 Annuity Trust II which were re-registered on November 17, 2025 and are now held of record by the 2021 Irrevocable Trust. | The shares are held of record by the 2021 Irrevocable Trust."

Thomas Seifert: holdings couldn't be fully reconciled (difference of 138,300 shares). Balance changed without a matching transaction, and the footnote does not state the amount: +142,116 shares on Mar 15, 2026 (Direct). Filing, Mar 15, 2026

Footnote: "The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs."

Scott Sandell: holdings couldn't be fully reconciled (difference of 37,000 shares). Balance changed without a matching transaction, and the footnote does not state the amount: +37,000 shares on Jun 30, 2026 (Pendleton 2020 GRAT dated December 21, 2020). Filing, Jun 30, 2026

Footnote: "The shares are held of record by the Pendleton 2020 GRAT dated December 21, 2020, for which the reporting person serves as trustee."

Douglas Kramer: minor difference of 107 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Janel Riley: minor difference of 4 shares. Difference is under 0.5% of holdings.

Alissa Starzak: minor difference of 104 shares. Difference is stated in footnotes (unreported vesting, exempt acquisition or transfer).

Inferred rename: "Revocable Trust which" is treated as the same holder as "2021 GRAT #2", because the old name was never reported again and the new one opened with the same balance (4,000,000 shares). Old name, new name

Inferred rename: "2022 GRAT" is treated as the same holder as "Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022", because the old name was never reported again and the new one opened with the same balance (6,012,938 shares). Old name, new name

Inferred rename: "2023 GRAT" is treated as the same holder as "2024 Annuity Trust", because the old name was never reported again and the new one opened with the same balance (4,000,000 shares). Old name, new name

Inferred rename: "2024 Annuity Trust #2" is treated as the same holder as "Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024", because the old name was never reported again and the new one opened with the same balance (4,004,117 shares). Old name, new name

Inferred rename: "Prince 2021 Remainder Trust UA 09/23/2021, for which the reporting person serves as an investment advisor" is treated as the same holder as "Prince 2021 Remainder Trust UA 09/23/2021", because the old name was never reported again and the new one opened with the same balance (1,213,576 shares). Old name, new name

Inferred rename: "2025 Annuity Trust" is treated as the same holder as "Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025", because the old name was never reported again and the new one opened with the same balance (2,000,000 shares). Old name, new name

Inferred rename: "Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025" is treated as the same holder as "2025 Annuity Trust 2", because the old name was never reported again and the new one opened with the same balance (2,000,000 shares). Old name, new name

Inferred rename: "2025 Annuity Trust 2" is treated as the same holder as "Matthew Prince 2025 Grantor Retained Annuity Trust dated May 10, 2025", because the old name was never reported again and the new one opened with the same balance (2,000,000 shares). Old name, new name

Inferred rename: "Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017" is treated as the same holder as "SZ 2021 Irrevocable Trust dated November 6, 2021", because the old name was never reported again and the new one opened with the same balance (1,576,284 shares). Old name, new name

Inferred rename: "2023 Annuity Trust 2" is treated as the same holder as "2025 Annuity Trust III", because the old name was never reported again and the new one opened with the same balance (250,000 shares). Old name, new name

Inferred rename: "2025 Annuity Trust III" is treated as the same holder as "Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025", because the old name was never reported again and the new one opened with the same balance (250,000 shares). Old name, new name

Inferred rename: "Sutherland/Zatlyn 2026 Annuity Trust dated August 25, 2026" is treated as the same holder as "2026 Annuity Trust", because the old name was never reported again and the new one opened with the same balance (743,712 shares). Old name, new name

Inferred rename: "2026 Annuity Trust" is treated as the same holder as "2026 Seifert Grantor Retained Annuity Trust dated May 27, 2026", because the old name was never reported again and the new one opened with the same balance (92,337 shares). Old name, new name

Inferred rename: "VA5, 726,523 shares held by VM5, 1,897,045 shares held by VP5, 61,599 shares held by VPM5, 525,696 shares held by VEF5 and 16,949 shares held by VEFM5" is treated as the same holder as "VA5, 1,897,045 shares held by VP5 and 525,696 shares held by VEF5", because the old name was never reported again and the new one opened with the same balance (25,603,007 shares). Old name, new name

Inferred rename: "VA5, 1,897,045 shares held by VP5 and 525,696 shares held by VEF5" is treated as the same holder as "VA5, 1,210,933 shares held by VM5, 1,617,212 shares held by VP5, 102,667 shares held by VPM5, 442,780 shares held by VEF5 and 23,080 shares held by VEFM5", because the old name was never reported again and the new one opened with the same balance (24,797,936 shares). Old name, new name

Inferred rename: "VA5, 1,210,933 shares held by VM5, 1,617,212 shares held by VP5, 102,667 shares held by VPM5, 442,780 shares held by VEF5 and 23,080 shares held by VEFM5" is treated as the same holder as "VA5, 1,514,545 shares held by VP5 and 419,700 shares held by VEF5", because the old name was never reported again and the new one opened with the same balance (21,134,616 shares). Old name, new name

Inferred rename: "See Note 7" is treated as the same holder as "See Note 4", because the old name was never reported again and the new one opened with the same balance (227,496 shares). Old name, new name

Inferred rename: "See Note 10" is treated as the same holder as "See Note 12", because the old name was never reported again and the new one opened with the same balance (2,763,583 shares). Old name, new name

Inferred rename: "See Note 12" is treated as the same holder as "See Note 5", because the old name was never reported again and the new one opened with the same balance (2,763,583 shares). Old name, new name

Inferred rename: "See Note 10" is treated as the same holder as "See Note 16", because the old name was never reported again and the new one opened with the same balance (41,000 shares). Old name, new name

Inferred rename: "See Note 8" is treated as the same holder as "See Note 17", because the old name was never reported again and the new one opened with the same balance (37,000 shares). Old name, new name

Inferred rename: "See Note 2" is treated as the same holder as "Blue Mountain Trust dated April 29, 2019", because the old name was never reported again and the new one opened with the same balance (174,534 shares). Old name, new name

Inferred rename: "UV Partners IV-A, L.P" is treated as the same holder as "UVP IV and UVP IV-A except to the extent of its pecuniary interest therein", because the old name was never reported again and the new one opened with the same balance (4,620,378 shares). Old name, new name

Inferred rename: "Pelion Ventures V-A, L.P" is treated as the same holder as "PV V and PV V-A except to the extent of its pecuniary interest therein", because the old name was never reported again and the new one opened with the same balance (882,371 shares). Old name, new name

External context: we only cite outside events when a documented connection exists. None is shown for this period.

Sources and methodology827 filings from SEC EDGAR, and how we read them

All 827 Forms 3, 4 and 5 filed for Cloudflare, Inc. (SEC CIK 1477333) from Sep 12, 2019 to Oct 7, 2026, retrieved from SEC EDGAR on Oct 8, 2026. Prices are the ones reported in each filing, often weighted averages.

Holdings. Each holding line (a share class plus an owner, such as a trust or LLC) carries its last reported balance forward. Entities first reported during the period start at zero, so transfers between an insider's own trusts don't count as selling. Lines not reported for three years or more are listed separately and left out of totals.

Sales. A sale counts as under a 10b5-1 plan if its footnote cites one or the filing's Rule 10b5-1 box is checked, and as tax-related if its footnote cites tax obligations or sell-to-cover. Shares withheld by the company for taxes are listed separately. Sales with neither attribute are labeled "no plan disclosed".

Full methodology

Former or inactive filers (8)No filing in 18 months; last reported balances, not in any total