SEC Form 3 filed by new insider Starzak Alissa Michelle
$NET
Computer Software: Prepackaged Software
Technology
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 64,997(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (2) | 04/18/2028 | Class B Common Stock | 29,167 | $2.74 | D | |
| Performance Stock Option (right to buy) | (3)(4) | 08/04/2034 | Class A Common Stock | 100,000 | $77.7 | D | |
| Explanation of Responses: |
| 1. Includes 31,558 shares represented by restricted stock units, or RSUs, which vest as follows: (i) 1,851 RSUs vest in three equal quarterly installments beginning on May 15, 2026; (ii) 6,728 RSUs vest in three equal quarterly installments beginning on May 15, 2026; (iii) 3,885 RSUs vest in seven equal quarterly installments beginning on May 15, 2026; (iv) 16,740 RSUs vest in 11 equal quarterly installments beginning on May 15, 2026 and (v) 2,534 RSUs vest in 15 equal quarterly installments beginning on May 15, 2026. |
| 2. Shares subject to the option are fully vested and immediately exercisable. |
| 3. The Performance Stock Option ("PSO") is comprised of seven separate tranches that become eligible to vest upon achievement of certain stock price targets (the "2024 Stock Price Goals") at any time between August 5, 2024 and August 4, 2034. Upon satisfaction of a 2024 Stock Price Goal, 1/6 of the shares subject to the applicable tranche vests and becomes 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 2024 Stock Price Goal for such tranche. Prior to the date on which the reporting person became subject to Section 16, three tranches became eligible to vest upon achievement of certain stock price targets. The remaining four tranches become eligible to vest upon achievement of certain stock price targets ranging from $263.00 to $579.00. |
| 4. The PSO is 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. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Charlotte Bowe, by power of attorney | 04/10/2026 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 3: SEC 1473 (03-26) | ||