Cloudflare (NYSE: NET) president reports tax withholding on vested RSU shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. director and President Michelle Zatlyn reported routine share movements related to equity compensation. On May 15, 2026, 23,158 shares of Class A common stock were withheld at $199.81 per share to cover tax obligations from the vesting of restricted stock units.
After this tax-withholding disposition, she directly held 360,807 Class A shares. Additional indirect holdings recorded include 19,615 shares and 56,864 shares held through family trusts, which are reflected as separate ownership entries rather than new market trades.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 23,158 | $199.81 | $4.63M |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 360,807 shares (Direct, null);
Class A Common Stock — 56,864 shares (Indirect, See footnote)
Footnotes (1)
- The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. The 22,350 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust"). The shares are held of record by the Revocable Trust. 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.
Key Figures
Tax-withheld shares: 23,158 shares
Withholding price: $199.81 per share
Direct holdings after event: 360,807 shares
+3 more
6 metrics
Tax-withheld shares
23,158 shares
Withheld on May 15, 2026 for RSU tax liability
Withholding price
$199.81 per share
Price used for tax-withholding shares
Direct holdings after event
360,807 shares
Class A common stock held directly after tax withholding
Indirect trust holding 1
19,615 shares
Class A shares held indirectly through a trust
Indirect trust holding 2
56,864 shares
Class A shares held indirectly through a second trust
Re-registered PSU/RSU shares
22,350 shares
PSU and RSU shares moved into the revocable trust
Key Terms
restricted stock units, RSUs, PSUs, Revocable Trust, +2 more
6 terms
restricted stock units financial
"vesting of restricted stock units, or RSUs."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"vesting of restricted stock units, or RSUs."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
PSUs financial
"The 22,350 shares issuable upon vesting and settlement of the PSUs and RSUs"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Revocable Trust financial
"now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Irrevocable Trust financial
"The SZ 2021 Irrevocable Trust dated November 6, 2021"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
tax liability financial
"withheld to satisfy the reporting person's tax liability in connection with the vesting"
FAQ
What insider transaction did Cloudflare (NET) executive Michelle Zatlyn report?
Michelle Zatlyn reported a tax-related share disposition, not an open-market trade. On May 15, 2026, 23,158 Cloudflare Class A shares were withheld at $199.81 each to satisfy tax liabilities from vesting restricted stock units.
What do the indirect Cloudflare (NET) holdings in trusts represent for Michelle Zatlyn?
The indirect holdings reflect shares recorded in family trusts associated with Michelle Zatlyn. One trust is a revocable trust that now holds re-registered RSU and PSU shares, and another is a 2021 irrevocable trust, both shown as separate ownership records.