NET insider Zatlyn exercises options and disposes 367K Class A shares under preplanned plan
Rhea-AI Filing Summary
Michelle Zatlyn, Cloudflare (NET) President and Board Co-Chair, reported multiple transactions between 08/21/2025 and 08/25/2025. She exercised vested employee stock options at an exercise price of $2.04, resulting in 25,641 Class B shares converted to Class A on each of 08/21, 08/22 and 08/25 and increasing direct holdings of Class A common stock by 25,641 shares per exercise date. Concurrently, she sold a series of Class A shares under a Rule 10b5-1 trading plan adopted 02/14/2025, totaling 367,251 shares sold across the dates at weighted-average prices in the $190.29–$196.57 ranges. Shares are held across several trusts for which she serves in trustee/co-trustee roles.
Positive
- None.
Negative
- None.
Insights
TL;DR Insider executed option exercises and sold substantial Class A shares under a pre-established 10b5-1 plan; activity appears preplanned and routine.
The reporting shows immediate exercisability of $2.04 options and multiple conversions of Class B to Class A, increasing recordable Class A shares tied to the reporting person and affiliated trusts. The sales totaling 367,251 shares occurred under a 10b5-1 plan with weighted-average sale prices spanning roughly $190.29 to $196.57. For investors, this is a significant insider disposition by volume but it was executed pursuant to an affirmative-defense trading plan, reducing likelihood of opportunistic trading.
TL;DR Transactions reflect structured wealth-management actions across trusts and option exercises, governed by conversion rights and a 10b5-1 plan.
The filing documents re-registration of multiple share blocks among the reporting person's family trusts and the exercise and immediate conversion of employee options. The use of a 10b5-1 plan adopted on 02/14/2025 is explicitly disclosed for the sales, which supports compliance with insider trading rules. The filing also details trustee and co-trustee relationships for multiple trusts holding the shares, clarifying the nature of indirect beneficial ownership.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) | 25,641 | $0.00 | -- |
| Exercise | Class B Common Stock | 25,641 | $0.00 | -- |
| Conversion | Class B Common Stock | 25,641 | $0.00 | -- |
| Conversion | Class A Common Stock | 25,641 | $0.00 | -- |
| Sale | Class A Common Stock | 4,484 | $194.6928 | $873K |
| Sale | Class A Common Stock | 16,612 | $195.6539 | $3.25M |
| Sale | Class A Common Stock | 4,545 | $196.3684 | $892K |
| Exercise | Employee Stock Option (right to buy) | 25,641 | $0.00 | -- |
| Exercise | Class B Common Stock | 25,641 | $0.00 | -- |
| Conversion | Class B Common Stock | 25,641 | $0.00 | -- |
| Conversion | Class A Common Stock | 25,641 | $0.00 | -- |
| Sale | Class A Common Stock | 4,666 | $191.201 | $892K |
| Sale | Class A Common Stock | 5,537 | $192.352 | $1.07M |
| Sale | Class A Common Stock | 5,797 | $193.1664 | $1.12M |
| Sale | Class A Common Stock | 4,906 | $194.4689 | $954K |
| Sale | Class A Common Stock | 4,735 | $195.055 | $924K |
| Exercise | Employee Stock Option (right to buy) | 25,641 | $0.00 | -- |
| Exercise | Class B Common Stock | 25,641 | $0.00 | -- |
| Conversion | Class B Common Stock | 25,641 | $0.00 | -- |
| Conversion | Class A Common Stock | 25,641 | $0.00 | -- |
| Sale | Class A Common Stock | 9,328 | $190.8697 | $1.78M |
| Sale | Class A Common Stock | 18,947 | $191.7294 | $3.63M |
| Sale | Class A Common Stock | 6,567 | $192.7823 | $1.27M |
| Sale | Class A Common Stock | 258 | $193.3212 | $50K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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"). The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.29 to $191.28, 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 (15) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.29 to $192.285, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.29 to $193.285, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.29 to $193.355, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.68 to $191.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.74 to $192.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.74 to $193.735, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.855 to $194.85, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.86 to $195.38, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.13 to $195.11, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.13 to $196.12, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.13 to $196.57, inclusive. 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. Shares subject to the option are fully vested and immediately exercisable. 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. Includes 255,258 shares previously reported as 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"), which were re-registered on August 21, 2025 and are now held of record by the Revocable Trust. Excludes 200,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 21, 2025 and are now 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"). 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. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee. Excludes 255,258 shares previously reported as held of record by the 2024 Annuity Trust II, which were re-registered on August 21, 2025 and are now held of record by the Revocable Trust. The shares are held of record by the 2024 Annuity Trust II. 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. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee. Consists of 200,000 shares previously reported as held of record by the Revocable Trust, which were re-registered on August 21, 2025 and are now held of record by the 2025 Annuity Trust II. The shares are held of record by the 2025 Annuity Trust II.
