Cloudflare (NYSE: NET) president exercises options, sells 99K shares
Rhea-AI Filing Summary
Cloudflare, Inc. (NET) reported insider transactions by President and Board Co‑Chair Michelle Zatlyn over August 19–21, 2026. Zatlyn exercised employee stock options for 297,027 shares of Class B Common Stock at an exercise price of $2.04 per share, converting them into Class A Common Stock held indirectly through trusts. Over the same period, trusts associated with Zatlyn sold 99,009 shares of Class A Common Stock in multiple open‑market transactions at weighted average prices generally between the high‑$270s and just under $300 per share. The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on February 27, 2026, and Zatlyn continues to have substantial indirect holdings of Class B shares convertible into Class A shares.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
48 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
Sold
99,009 shs ($28.29M)
Approx. gross sale proceeds
$28.29M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) F28 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F29 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F21, F2 | 2,206 | $274.4721 | $605K |
| Sale | Class A Common Stock F3, F22, F2 | 8,990 | $275.6615 | $2.48M |
| Sale | Class A Common Stock F3, F23, F2 | 4,236 | $276.6655 | $1.17M |
| Sale | Class A Common Stock F3, F24, F2 | 5,642 | $277.9467 | $1.57M |
| Sale | Class A Common Stock F3, F25, F2 | 5,624 | $278.7825 | $1.57M |
| Sale | Class A Common Stock F3, F26, F2 | 5,259 | $279.7185 | $1.47M |
| Sale | Class A Common Stock F3, F27, F2 | 956 | $280.4189 | $268K |
| Sale | Class A Common Stock F3, F2 | 90 | $281.31 | $25K |
| Exercise | Employee Stock Option (right to buy) F28 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F29 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F13, F2 | 7,007 | $283.2125 | $1.98M |
| Sale | Class A Common Stock F3, F14, F2 | 8,646 | $284.0505 | $2.46M |
| Sale | Class A Common Stock F3, F15, F2 | 8,467 | $285.1575 | $2.41M |
| Sale | Class A Common Stock F3, F16, F2 | 3,109 | $286.0974 | $889K |
| Sale | Class A Common Stock F3, F17, F2 | 2,335 | $287.0018 | $670K |
| Sale | Class A Common Stock F3, F18, F2 | 2,544 | $288.0108 | $733K |
| Sale | Class A Common Stock F3, F19, F2 | 136 | $289.3042 | $39K |
| Sale | Class A Common Stock F3, F20, F2 | 759 | $291.801 | $221K |
| Exercise | Employee Stock Option (right to buy) F28 | 33,003 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 33,003 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F29 | 33,003 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 33,003 | -- | -- |
| Sale | Class A Common Stock F3, F4, F2 | 4,298 | $290.8643 | $1.25M |
| Sale | Class A Common Stock F3, F5, F2 | 3,971 | $291.775 | $1.16M |
| Sale | Class A Common Stock F3, F6, F2 | 1,546 | $292.8659 | $453K |
| Sale | Class A Common Stock F3, F7, F2 | 1,420 | $293.4247 | $417K |
| Sale | Class A Common Stock F3, F8, F2 | 10,604 | $295.3134 | $3.13M |
| Sale | Class A Common Stock F3, F9, F2 | 7,566 | $296.3123 | $2.24M |
| Sale | Class A Common Stock F3, F10, F2 | 1,554 | $297.0992 | $462K |
| Sale | Class A Common Stock F3, F11, F2 | 824 | $297.9915 | $246K |
| Sale | Class A Common Stock F3, F12, F2 | 1,217 | $298.9848 | $364K |
| Sale | Class A Common Stock F3, F2 | 3 | $300.835 | $902.50 |
| holding | Class B Common Stock F1, F2 | -- | -- | -- |
| holding | Class B Common Stock F1, F30 | -- | -- | -- |
| holding | Class B Common Stock F1, F31 | -- | -- | -- |
| holding | Class B Common Stock F1, F32 | -- | -- | -- |
| holding | Class B Common Stock F1, F33 | -- | -- | -- |
| holding | Class B Common Stock F1, F34 | -- | -- | -- |
| holding | Class B Common Stock F1, F35 | -- | -- | -- |
| holding | Class B Common Stock F1, F36 | -- | -- | -- |
| holding | Class B Common Stock F1, F37 | -- | -- | -- |
| holding | Class B Common Stock F1, F38 | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 1,089,099 shares (Direct);
Class B Common Stock — 0 shares (Direct);
Class A Common Stock — 69,775 shares (Indirect, See footnote);
Class B Common Stock — 7,080,444 shares (Indirect, See footnote)
Footnotes (38)
- 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 $290.21 to $291.15, 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 (27) 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 $291.22 to $292.20, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.25 to $293.25, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.295 to $293.85, inclusive.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.79 to $295.78, inclusive.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.80 to $296.7875, inclusive.
- F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.81 to $297.49, inclusive.
- F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.835 to $298.78, inclusive.
- F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.84 to $299.15, inclusive.
- F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.58 to $283.55, inclusive.
- F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.60 to $284.58, inclusive.
- F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.61 to $285.61, inclusive.
- F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.62 to $286.57, inclusive.
- F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.65 to $287.64, inclusive.
- F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.67 to $288.64, inclusive.
- F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.68 to $289.68, inclusive.
- F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.72 to $292.095, inclusive.
- F21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.11 to $275.11, inclusive.
- F22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.175 to $276.16, inclusive.
- F23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.19 to $277.19, inclusive.
- F24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.20 to $278.17, inclusive.
- F25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.21 to $279.05, inclusive.
- F26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.2275 to $280.20, inclusive.
- F27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.27 to $280.85, inclusive.
- F28. Shares subject to the option are fully vested and immediately exercisable.
- F29. 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.
- 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. 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.
- F32. 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.
- F33. 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.
- F34. 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.
- F35. 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.
- F36. 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.
- F37. 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.
- F38. 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: 99,009 shares of Class A Common Stock
Options exercised: 297,027 shares of Class B Common Stock
Option exercise price: $2.04 per share
+3 more
6 metrics
Shares sold
99,009 shares of Class A Common Stock
Total sellShares across 26 open‑market sale transactions from August 19–21, 2026
Options exercised
297,027 shares of Class B Common Stock
ExerciseShares across 9 employee stock option exercises at code M during August 19–21, 2026
Option exercise price
$2.04 per share
Conversion or exercise price for Employee Stock Option (right to buy) positions exercised
Representative sale price
$290.8643 per share
Price for sale of 4,298 Class A shares on August 19, 2026 in one transaction row
Large indirect convertible holding
2,064,551 underlying Class A shares
One Class B Common Stock position indirectly held, convertible one‑to‑one into Class A
10b5‑1 plan adoption date
February 27, 2026
Date Michelle Zatlyn adopted the Rule 10b5‑1 trading plan used for these sales
Key Terms
Rule 10b5-1 trading plan, weighted average price, Class B Common Stock, 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.
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.
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.
Revocable Trust financial
"The shares are held of record by The Sutherland/Zatlyn Revocable Trust dated"
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.
underlying security financial
"underlying_security_title": "Class A Common Stock""
employee stock option financial
"security_title": "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 insider transactions did Cloudflare (NET) report for Michelle Zatlyn on this Form 4?
Cloudflare reported that Michelle Zatlyn exercised options for 297,027 shares of Class B Common Stock at $2.04 per share, converted them into Class A shares held via trusts, and that related trusts sold 99,009 Class A shares in open‑market transactions over August 19–21, 2026.
What options did Michelle Zatlyn exercise in this Cloudflare (NET) Form 4?
Michelle Zatlyn exercised fully vested employee stock options covering 297,027 shares of Class B Common Stock at an exercise price of $2.04 per share. These Class B shares were then converted on a one‑to‑one basis into Class A Common Stock and re‑registered to related trusts.
AI-generated analysis. How Rhea-AI works. Not financial advice.
