Cloudflare (NYSE: NET) president sells shares and exercises stock options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. insider activity shows both option exercises and share sales involving entities associated with President and Board Co‑Chair Michelle Zatlyn. Employee stock options to buy 230,769 shares of Class B Common Stock at $2.04 per share were exercised and converted into Class A Common Stock. On the same days, related trusts, including the Sutherland/Zatlyn revocable and irrevocable trusts, sold a total of 76,923 Class A shares in open‑market trades at weighted‑average prices generally between the high $190s and low $210s per share, pursuant to a Rule 10b5‑1 trading plan adopted on February 14, 2025. After these transactions, Zatlyn continues to hold 406,315 Class A shares directly and maintains substantial indirect exposure through Class B shares held by family trusts, including an annuity trust with 2,064,551 Class B shares convertible into an equal number of Class A shares.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 76,923 shares ($15,759,466)
Net Sell
38 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
Sold
76,923 shs ($15.76M)
| 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 | 6,225 | $207.7067 | $1.29M |
| Sale | Class A Common Stock | 8,443 | $208.7494 | $1.76M |
| Sale | Class A Common Stock | 6,578 | $209.8047 | $1.38M |
| Sale | Class A Common Stock | 2,969 | $210.7041 | $626K |
| Sale | Class A Common Stock | 1,426 | $211.594 | $302K |
| 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 | 7,909 | $205.4368 | $1.62M |
| Sale | Class A Common Stock | 15,001 | $206.2771 | $3.09M |
| Sale | Class A Common Stock | 2,731 | $207.0301 | $565K |
| 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 | 3,222 | $195.8639 | $631K |
| Sale | Class A Common Stock | 709 | $197.0777 | $140K |
| Sale | Class A Common Stock | 3,803 | $198.1274 | $753K |
| Sale | Class A Common Stock | 3,877 | $199.1851 | $772K |
| Sale | Class A Common Stock | 8,109 | $200.3901 | $1.62M |
| Sale | Class A Common Stock | 5,921 | $201.0752 | $1.19M |
| 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 B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 1,441,018 shares (Direct, null);
Class B Common Stock — 25,641 shares (Direct, null);
Class A Common Stock — 60,155 shares (Indirect, See footnote);
Class B Common Stock — 552,438 shares (Indirect, See footnote);
Class A Common Stock — 406,315 shares (Direct, null)
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 $195.44 to $196.43, inclusive. The reporting person undertakes to provide to 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 (17) 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 $196.71 to $197.69, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.72 to $198.52, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.755 to $199.70, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.82 to $200.81, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.835 to $201.565, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.82 to $205.81, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.82 to $206.79, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.855 to $207.41, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.28 to $208.25, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.32 to $209.31, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.32 to $210.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.34 to $211.23, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.35 to $211.76, inclusive. Total reflects the accurate number of Class A Common Stock shares granted on February 6, 2026, updated to correct the prior filing due to an error in grant size valuation. Total securities beneficially owned has been updated accordingly. 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 SZ 2023 Irrevocable Trust dated August 29, 2023, for which the reporting person serves as a 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. 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.
Key Figures
Shares sold: 76,923 shares
Option exercises: 230,769 shares
Option exercise price: $2.04 per share
+3 more
6 metrics
Shares sold
76,923 shares
Total Class A shares sold in open-market transactions
Option exercises
230,769 shares
Employee stock options exercised for Class B shares
Option exercise price
$2.04 per share
Employee Stock Option conversion price for Class B shares
Sample sale price
$211.594 per share
One reported weighted-average sale price for Class A shares
Direct Class A holdings
406,315 shares
Class A Common Stock held directly after transactions
Large Class B trust holding
2,064,551 shares
Class B shares in a Sutherland/Zatlyn 2025 Annuity Trust, convertible 1:1 to Class A
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, Employee Stock Option (right to buy), weighted average price
4 terms
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."
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 Common Stock on a one-to-one basis..."
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.
Employee Stock Option (right to buy) financial
"security_title": "Employee Stock Option (right to buy)""
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions..."
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.
FAQ
What did Cloudflare (NET) insider Michelle Zatlyn report in this Form 4?
The filing shows entities associated with Michelle Zatlyn exercised employee stock options for 230,769 Class B shares and converted them into Class A shares, while related trusts sold 76,923 Class A shares in open‑market trades under a pre‑arranged Rule 10b5‑1 plan.
Were the Cloudflare (NET) insider sales made under a Rule 10b5-1 trading plan?
Yes. A footnote states the reported sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by Michelle Zatlyn on February 14, 2025. Such plans pre‑schedule trades, making the timing more routine and less discretionary than ad‑hoc market transactions.
What option exercises did Michelle Zatlyn report for Cloudflare (NET)?
The Form 4 reports exercises of employee stock options covering 230,769 shares of Class B Common Stock at a $2.04 exercise price. These Class B shares were then converted into an equal number of Class A shares, increasing non‑derivative holdings before subsequent sales by related entities.
What indirect Cloudflare (NET) holdings are reported through family trusts?
The filing lists several Sutherland/Zatlyn and SZ family trusts holding Class B Common Stock. One Sutherland/Zatlyn 2025 Annuity Trust reports 2,064,551 Class B shares, each convertible one‑for‑one into Class A shares, illustrating significant indirect exposure alongside Zatlyn’s direct Class A holdings.