Cloudflare co-chair's trust sells 99,009 shares
The President and Board Co-Chair's reported trust sales were made under a Rule 10b5-1 plan adopted February 27, 2026.
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Rhea-AI Filing Summary
Cloudflare, Inc. (NET) President and Board Co-Chair Michelle Zatlyn reported that The Sutherland/Zatlyn Revocable Trust sold 99,009 Class A shares from October 5 through October 7, 2026, at reported weighted-average prices ranging from $346.3995 to $369.3374 per share. The sales were made under a Rule 10b5-1 trading plan adopted February 27, 2026. On each of those dates, Zatlyn also exercised options covering 33,003 shares at $2.04 per share; the resulting Class B shares were converted into Class A shares held by the trust.
Insider Trade Summary 10b5-1
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) F25 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F26 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F18, F2 | 5,694 | $346.3995 | $1.97M |
| Sale | Class A Common Stock F3, F19, F2 | 9,022 | $347.2017 | $3.13M |
| Sale | Class A Common Stock F3, F20, F2 | 7,688 | $348.2303 | $2.68M |
| Sale | Class A Common Stock F3, F21, F2 | 3,900 | $349.382 | $1.36M |
| Sale | Class A Common Stock F3, F22, F2 | 4,240 | $350.3744 | $1.49M |
| Sale | Class A Common Stock F3, F23, F2 | 2,162 | $351.4017 | $760K |
| Sale | Class A Common Stock F3, F2 | 297 | $352.245 | $105K |
| Exercise | Employee Stock Option (right to buy) F25 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F26 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F12, F2 | 4,260 | $364.3925 | $1.55M |
| Sale | Class A Common Stock F3, F13, F2 | 6,179 | $365.691 | $2.26M |
| Sale | Class A Common Stock F3, F14, F2 | 9,170 | $366.6545 | $3.36M |
| Sale | Class A Common Stock F3, F15, F2 | 8,559 | $367.7233 | $3.15M |
| Sale | Class A Common Stock F3, F16, F2 | 4,083 | $368.591 | $1.50M |
| Sale | Class A Common Stock F3, F17, F2 | 752 | $369.3374 | $278K |
| Exercise | Employee Stock Option (right to buy) F25 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F26 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F4, F2 | 3,619 | $349.0689 | $1.26M |
| Sale | Class A Common Stock F3, F5, F2 | 2,683 | $350.0888 | $939K |
| Sale | Class A Common Stock F3, F6, F2 | 4,829 | $351.3049 | $1.70M |
| Sale | Class A Common Stock F3, F7, F2 | 6,864 | $352.3862 | $2.42M |
| Sale | Class A Common Stock F3, F8, F2 | 5,892 | $353.3464 | $2.08M |
| Sale | Class A Common Stock F3, F9, F2 | 2,823 | $354.3181 | $1.00M |
| Sale | Class A Common Stock F3, F10, F2 | 6,136 | $355.4515 | $2.18M |
| Sale | Class A Common Stock F3, F11, F2 | 157 | $356.0528 | $56K |
| holding | Class B Common Stock F1, F27, F28, F29, F2 | -- | -- | -- |
| holding | Class B Common Stock F1, F30 | -- | -- | -- |
| holding | Class B Common Stock F1, F31, F32 | -- | -- | -- |
| holding | Class B Common Stock F1, F33, F34 | -- | -- | -- |
| holding | Class B Common Stock F1, F35 | -- | -- | -- |
| holding | Class B Common Stock F1, F36, F37 | -- | -- | -- |
| holding | Class B Common Stock F1, F38, F39 | -- | -- | -- |
| holding | Class B Common Stock F1, F40 | -- | -- | -- |
| holding | Class B Common Stock F1, F41, F42 | -- | -- | -- |
| holding | Class B Common Stock F1, F43, F44 | -- | -- | -- |
| holding | Class B Common Stock F1, F45 | -- | -- | -- |
| holding | Class B Common Stock F1, F46, F47 | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock F24 | -- | -- | -- |
Footnotes (47)
- F1. 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.
- F2. 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").
- F3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2026.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.56 to $349.55, 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 (23) to this Form 4.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.725 to $350.62, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.7825 to $351.7775, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.7925 to $352.76, inclusive.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.81 to $353.81, inclusive.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.82 to $354.695, inclusive.
- F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $355.00 to $355.97, inclusive.
- F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $356.03 to $356.11, inclusive.
- F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $364.00 to $364.7925, inclusive.
- F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $365.04 to $366.035, inclusive.
- F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $366.095 to $367.09, inclusive.
- F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $367.19 to $368.15, inclusive.
- F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $368.2275 to $369.08, inclusive.
- F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $369.2675 to $369.39, inclusive.
- F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.76 to $346.76, inclusive.
- F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.765 to $347.76, inclusive.
- F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.81 to $348.80, inclusive.
- F21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.83 to $349.80, inclusive.
- F22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.855 to $350.83, inclusive.
- F23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.155 to $352.04, inclusive.
- F24. 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 (the "2021 Irrevocable Trust").
- F25. Shares subject to the option are fully vested and immediately exercisable.
- F26. 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.
- F27. Includes 743,712 shares which were re-registered on August 26, 2026 and now are held of record by the Revocable Trust. See footnote 28 for further explanation.
- F28. Continued from footnote 27: These shares were previously registered as follows: (i) 185,382 shares previously reported as being held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust"); (ii) 283,007 shares previously reported as being held of record by The Sutherland/Zatlyn 2025 Annuity Trust dated May 23, 2025, for which the reporting person serves as trustee (the "2025 Annuity Trust"); (iii) 208,735 shares previously reported as being 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"); and (iv) 66,588 shares previously reported as being 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").
- F29. Excludes 743,712 shares previously reported as being held of record by the Revocable Trust which were re-registered on August 26, 2026 and are now held of record by The Sutherland/Zatlyn 2026 Annuity Trust dated August 25, 2026, for which the reporting person serves as trustee (the "2026 Annuity Trust").
- F30. 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.
- F31. Excludes 1,472,355 shares that were included in the holdings of the 2021 Irrevocable Trust reported in the reporting person's Form 4 filed on September 8, 2026. These shares are held of record by The SZ 2021 Irrevocable Trust B dated November 6, 2021, for which the reporting person serves as the co-appointer (the "2021 Irrevocable Trust B"), and are reported on a separate line of this Form 4 to correct the holdings previously reported.
- F32. The shares are held of record by the 2021 Irrevocable Trust.
- F33. Consists of 1,472,355 shares distributed on August 26, 2026 to the 2021 Irrevocable Trust B by the 2024 Annuity Trust (736,348 shares) and the 2024 Annuity Trust II (736,007 shares). These shares were included in the holdings of the 2021 Irrevocable Trust reported in the reporting person's Form 4 filed on September 8, 2026, and are reported separately on this Form 4 to correct that report.
- F34. The shares are held of record by the 2021 Irrevocable Trust B.
- F35. The shares are held of record by The SZ 2023 Irrevocable Trust dated August 29, 2023, for which the reporting person serves as a co-trustee.
- F36. Excludes 921,730 shares previously reported as held of record by the 2024 Annuity Trust which were re-registered on August 26, 2026 as follows: (i) 185,382 shares are now held of record by the Revocable Trust; and (ii) 736,348 shares are now held of record by the 2021 Irrevocable Trust B.
- F37. The shares are held of record by the 2024 Annuity Trust.
- F38. Excludes 944,742 shares previously reported as held of record by the 2024 Annuity Trust II which were re-registered on August 26, 2026 as follows: (i) 208,735 shares are now held of record by the Revocable Trust; and (ii) 736,007 shares are now held of record by the 2021 Irrevocable Trust B.
- F39. The shares are held of record by the 2024 Annuity Trust II.
- F40. 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.
- F41. Excludes 283,007 shares previously reported as being held of record by the 2025 Annuity Trust which were re-registered on August 26, 2026 and are now held of record by the Revocable Trust.
- F42. The shares are held of record by the 2025 Annuity Trust.
- F43. Excludes 66,588 shares previously reported as being held of record by the 2025 Annuity Trust II which were re-registered on August 26, 2026 and are now held of record by the Revocable Trust.
- F44. The shares are held of record by the 2025 Annuity Trust II.
- F45. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust III dated November 11, 2025, for which the reporting person serves as trustee.
- F46. Consists of 743,712 shares previously reported as being held of record by the Revocable Trust which were re-registered on August 26, 2026 and are now held of record by the 2026 Annuity Trust.
- F47. The shares are held of record by the 2026 Annuity Trust.
Key Figures
Key Terms
Rule 10b5-1 trading plan regulatory
weighted average price financial
fully vested financial
one-to-one basis technical
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When do Michelle Zatlyn's options expire?
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