NET Form 4: Zatlyn reports option activity and large trust holdings amid share sales
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Michelle Zatlyn, President and Board Co-Chair of Cloudflare (NET), reported multiple transactions on September 23-25, 2025. The Form 4 shows the reporting person acquired Class A Common Stock in three convertible/option-related transactions of 25,641 shares each and reported aggregate dispositions of 367,251 shares of Class A Common Stock over the reporting period. Many sold shares were executed pursuant to a Rule 10b5-1 trading plan adopted February 14, 2025. The filing also lists large indirect holdings held in various trusts and Class B shares convertible one-for-one into Class A. Employee stock options with a $2.04 exercise price and immediate exercisability are reported in connection with the transactions.
Positive
- Sales executed under a Rule 10b5-1 trading plan, indicating pre-planned dispositions
- Detailed disclosure of prices and ranges for multiple sale tranches, improving transparency
- Continued indirect holdings reported via trusts and convertible Class B shares, showing retained economic interest
Negative
- Large aggregate dispositions: 367,251 Class A shares sold, representing significant insider liquidity
- Substantial transfers between ownership forms (multiple conversions/registrations) which may complicate assessment of free float changes
Insights
TL;DR: Significant insider sales executed under a 10b5-1 plan; option activity and trust holdings maintained.
The Form 4 documents extensive disposition activity totaling 367,251 Class A shares sold across multiple transactions on September 23-25, 2025, with the filer noting sales were effectuated under a Rule 10b5-1 plan. The filing also records option/convertible-related acquisitions of 25,641-share tranches and lists sizeable indirect holdings held in multiple trusts and Class B shares convertible one-for-one to Class A. For investors, the filing signals liquidity actions by a senior insider while preserving continued indirect ownership via trusts.
TL;DR: Reporting shows orderly, pre-planned sales and complex trust arrangements; disclosures are thorough.
The filer discloses that sales were made pursuant to a Rule 10b5-1 trading plan, which is a standard mechanism to avoid trading on material nonpublic information. The Form 4 also details the reporting person’s roles, co-trustee/appointer positions over multiple trusts, and conversion mechanics of Class B to Class A shares. The document provides explicit weighted-average price ranges and indicates fully vested, exercisable options with a $2.04 strike. Disclosure quality appears complete for these transactions.
Insider Trade Summary
Net Seller: 76,923 shares ($16,849,792)
Net Sell
42 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
Sold
76,923 shs ($16.85M)
| 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 | 8,224 | $211.4269 | $1.74M |
| Sale | Class A Common Stock | 6,587 | $212.2339 | $1.40M |
| Sale | Class A Common Stock | 9,968 | $213.406 | $2.13M |
| Sale | Class A Common Stock | 862 | $214.02 | $184K |
| 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 | 4,321 | $218.7188 | $945K |
| Sale | Class A Common Stock | 2,938 | $219.8182 | $646K |
| Sale | Class A Common Stock | 11,284 | $220.9083 | $2.49M |
| Sale | Class A Common Stock | 1,344 | $222.1178 | $299K |
| Sale | Class A Common Stock | 2,886 | $223.2111 | $644K |
| Sale | Class A Common Stock | 970 | $224.0279 | $217K |
| Sale | Class A Common Stock | 1,458 | $225.3536 | $329K |
| Sale | Class A Common Stock | 440 | $226.2152 | $100K |
| 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 | 2,722 | $220.7084 | $601K |
| Sale | Class A Common Stock | 8,267 | $222.3211 | $1.84M |
| Sale | Class A Common Stock | 4,238 | $223.1864 | $946K |
| Sale | Class A Common Stock | 3,705 | $224.2485 | $831K |
| Sale | Class A Common Stock | 4,001 | $225.2415 | $901K |
| Sale | Class A Common Stock | 2,052 | $226.1436 | $464K |
| Sale | Class A Common Stock | 656 | $227.0073 | $149K |
| 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 | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 1,979,479 shares (Direct);
Class B Common Stock — 25,641 shares (Direct);
Class A Common Stock — 40,216 shares (Indirect, See footnote);
Class B Common Stock — 548,086 shares (Indirect, See footnote);
Class A Common Stock — 367,251 shares (Direct)
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 $220.43 to $221.40, 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 (22) 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 $221.68 to $222.67, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.69 to $223.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.69 to $224.67, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.74 to $225.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.79 to $226.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.795 to $227.33, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.27 to $219.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.40 to $220.39, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.43 to $221.305, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.54 to $222.53, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.59 to $223.56, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.63 to $224.43, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.00 to $225.98, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.02 to $226.58, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.92 to $211.91, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.93 to $212.90, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.93 to $213.92, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.93 to $214.16, 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. 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. The shares are 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 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. The shares are held of record by The Sutherland/Zatlyn 2025 Annuity Trust II dated August 15, 2025, for which the reporting person serves as trustee.
FAQ
What did Cloudflare (NET) insider Michelle Zatlyn report on this Form 4?
The Form 4 reports multiple transactions on September 23-25, 2025, including acquisitions tied to options/convertible activity and aggregate dispositions of 367,251 Class A shares.
Were the insider sales part of a prearranged trading plan?
Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted February 14, 2025.
Does the filing show any option or exercise activity?
Yes. The Form 4 lists Employee Stock Options with a $2.04 exercise price, 25,641-share tranches, and notes the options are fully vested and immediately exercisable.
Are there indirect holdings disclosed?
Yes. The reporting person discloses substantial indirect holdings held by multiple trusts and notes Class B shares are convertible one-for-one into Class A shares.