Cloudflare exec Zatlyn sells 99K shares in 10b5-1 plan
Cloudflare’s president and board co-chair reported option exercises and net sales of 99,009 Class A shares via family trusts under a Rule 10b5-1 plan.
Rhea-AI Filing Summary
Cloudflare, Inc. (NET) director and president Michelle Zatlyn reported multiple option exercises, share conversions and sales involving Class A and Class B Common Stock in early September 2026. She exercised employee stock options to acquire 297,027 shares of Class B Common Stock at a $2.04 exercise price per share, then converted those shares into Class A on a one-to-one basis.
Indirect holdings in Class A Common Stock held by various family and estate-planning trusts subsequently sold an aggregate of 99,009 shares between September 3 and September 8, 2026 at weighted-average prices generally between $271.69 and $283.25 per share. The filing states these sales were made under a Rule 10b5-1 trading plan adopted on February 27, 2026, and many of the shares and derivatives remain held indirectly through the named trusts.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
39 txns
Insider
Zatlyn Michelle
Role
PRESIDENT & BOARD CO-CHAIR
Sold
99,009 shs ($27.66M)
Approx. gross sale proceeds
$27.66M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) F22 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F23 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F14, F2 | 1,713 | $272.41 | $467K |
| Sale | Class A Common Stock F3, F15, F2 | 2,428 | $273.09 | $663K |
| Sale | Class A Common Stock F3, F16, F2 | 2,202 | $274.39 | $604K |
| Sale | Class A Common Stock F3, F17, F2 | 1,387 | $276.58 | $384K |
| Sale | Class A Common Stock F3, F18, F2 | 4,823 | $277.53 | $1.34M |
| Sale | Class A Common Stock F3, F19, F2 | 14,961 | $278.48 | $4.17M |
| Sale | Class A Common Stock F3, F20, F2 | 5,489 | $279.41 | $1.53M |
| Exercise | Employee Stock Option (right to buy) F22 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F23 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F10, F2 | 2,753 | $279.73 | $770K |
| Sale | Class A Common Stock F3, F11, F2 | 7,843 | $281.02 | $2.20M |
| Sale | Class A Common Stock F3, F12, F2 | 17,603 | $281.93 | $4.96M |
| Sale | Class A Common Stock F3, F13, F2 | 4,804 | $282.87 | $1.36M |
| Exercise | Employee Stock Option (right to buy) F22 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F23 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F4, F2 | 7,203 | $276.79 | $1.99M |
| Sale | Class A Common Stock F3, F5, F2 | 7,273 | $277.79 | $2.02M |
| Sale | Class A Common Stock F3, F6, F2 | 5,396 | $278.92 | $1.51M |
| Sale | Class A Common Stock F3, F7, F2 | 4,744 | $279.77 | $1.33M |
| Sale | Class A Common Stock F3, F8, F2 | 6,177 | $281.07 | $1.74M |
| Sale | Class A Common Stock F3, F9, F2 | 2,210 | $281.73 | $623K |
| holding | Class B Common Stock F1, F2 | -- | -- | -- |
| holding | Class B Common Stock F1, F21 | -- | -- | -- |
| holding | Class B Common Stock F1, F24 | -- | -- | -- |
| holding | Class B Common Stock F1, F25 | -- | -- | -- |
| holding | Class B Common Stock F1, F26 | -- | -- | -- |
| holding | Class B Common Stock F1, F27 | -- | -- | -- |
| holding | Class B Common Stock F1, F28 | -- | -- | -- |
| holding | Class B Common Stock F1, F29 | -- | -- | -- |
| holding | Class B Common Stock F1, F30 | -- | -- | -- |
| holding | Class A Common Stock F21 | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 990,090 contracts (Direct);
Class B Common Stock — 0 contracts (Direct);
Class A Common Stock — 89,390 shares (Indirect, See footnote);
Class B Common Stock — 7,080,444 contracts (Indirect, See footnote)
Footnotes (30)
- 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 $276.25 to $277.22, 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 (20) 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 $277.26 to $278.18, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.35 to $279.35, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.36 to $280.32, inclusive.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.45 to $281.44, inclusive.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.47 to $282.22, inclusive.
- F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.32 to $280.28, inclusive.
- F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.40 to $281.37, inclusive.
- F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.46 to $282.43, inclusive.
- F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.50 to $283.25, inclusive.
- F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $271.69 to $272.68, inclusive.
- F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.78 to $273.67, inclusive.
- F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.10 to $275.01, inclusive.
- F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.00 to $276.99, inclusive.
- F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.01 to $277.96, inclusive.
- F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.01 to $279.01, inclusive.
- F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.09 to $279.91, inclusive.
- F21. 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.
- F22. Shares subject to the option are fully vested and immediately exercisable.
- F23. 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.
- 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.
- F25. 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.
- F26. 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.
- F27. 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.
- F28. 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.
- F29. 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.
- F30. The shares are held of record by The Sutherland/Zatlyn 2026 Annuity Trust dated August 25, 2026, for which the reporting person serves as trustee.
Key Figures
Shares sold: 99,009 shares
Option shares exercised: 297,027 shares
Option exercise price: $2.04 per share
+4 more
7 metrics
Shares sold
99,009 shares
Aggregate Class A Common Stock sales by associated trusts, September 3–8, 2026
Option shares exercised
297,027 shares
Employee stock options exercised into Class B Common Stock, then converted
Option exercise price
$2.04 per share
Employee Stock Option (right to buy) on Class B Common Stock
Sale price low end
$271.69 per share
Lowest weighted-average sale price range among reported September 8, 2026 transactions
Sale price high end
$283.25 per share
Highest weighted-average sale price range among reported September 4, 2026 transactions
Rule 10b5-1 plan adoption date
February 27, 2026
Plan governing the reported open-market sales
Largest indirect derivative position
3,536,906 underlying shares
Class B Common Stock indirectly held, convertible into Class A Common Stock
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, weighted average price, Revocable Trust, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time into Class A"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Revocable Trust financial
"The shares are held of record by The Sutherland/Zatlyn Revocable Trust"
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 shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020"
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.
Employee Stock Option financial
"Employee Stock Option (right to buy)"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
FAQ
What did Cloudflare (NET) executive Michelle Zatlyn report in this Form 4?
She reported exercising employee stock options into Class B shares, converting them into Class A Common Stock, and indirectly selling 99,009 Class A shares held through various trusts over September 3–8, 2026, under a disclosed Rule 10b5-1 trading plan.
Were the Cloudflare (NET) stock sales made under a Rule 10b5-1 plan?
Yes. A footnote states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Michelle Zatlyn on February 27, 2026, and the filing’s Rule 10b5-1 checkbox is marked as affirmative.
What option exercises did Michelle Zatlyn report for Cloudflare (NET)?
She exercised employee stock options for 297,027 shares of Class B Common Stock at an exercise price of $2.04 per share. The options were described as fully vested and immediately exercisable, and the resulting Class B shares were converted into Class A.
What is the relationship between Cloudflare (NET) Class A and Class B Common Stock in this filing?
A footnote states that 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
