Cloudflare (NET) insider Michelle Zatlyn sells 76,923 shares, exercises options and converts Class B stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. insider activity shows planned sales and option exercises by entities associated with President and Board Co‑Chair Michelle Zatlyn. Over June 16–18, 2026, trusts for which she serves in fiduciary roles sold an aggregate 76,923 shares of Class A Common Stock in open‑market transactions at weighted average prices generally between the low $216 and mid‑$230 range, under a pre‑arranged Rule 10b5‑1 trading plan adopted on February 14, 2025.
During the same period, Zatlyn exercised and converted derivative positions covering 230,769 shares, including employee stock options with a $2.04 exercise price and conversions of Class B Common Stock into Class A on a one‑to‑one basis. Following these transactions, she continues to hold a substantial option position and significant indirect interests through multiple trusts.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 76,923 shares ($17,557,834)
Net Sell
47 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
Sold
76,923 shs ($17.56M)
| 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 | 4,650 | $216.4341 | $1.01M |
| Sale | Class A Common Stock | 1,414 | $217.4649 | $307K |
| Sale | Class A Common Stock | 4,999 | $218.5391 | $1.09M |
| Sale | Class A Common Stock | 7,755 | $219.4437 | $1.70M |
| Sale | Class A Common Stock | 2,912 | $220.4279 | $642K |
| Sale | Class A Common Stock | 2,517 | $221.5555 | $558K |
| Sale | Class A Common Stock | 1,294 | $222.6636 | $288K |
| Sale | Class A Common Stock | 100 | $223.29 | $22K |
| 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 | 3,475 | $229.9053 | $799K |
| Sale | Class A Common Stock | 4,657 | $230.923 | $1.08M |
| Sale | Class A Common Stock | 2,940 | $231.7031 | $681K |
| Sale | Class A Common Stock | 4,693 | $233.1363 | $1.09M |
| Sale | Class A Common Stock | 5,408 | $233.8934 | $1.26M |
| Sale | Class A Common Stock | 3,279 | $235.1185 | $771K |
| Sale | Class A Common Stock | 1,189 | $235.682 | $280K |
| 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 | 3,721 | $229.4753 | $854K |
| Sale | Class A Common Stock | 4,671 | $230.3109 | $1.08M |
| Sale | Class A Common Stock | 5,171 | $231.251 | $1.20M |
| Sale | Class A Common Stock | 1,745 | $232.5053 | $406K |
| Sale | Class A Common Stock | 602 | $234.1989 | $141K |
| Sale | Class A Common Stock | 3,130 | $235.4275 | $737K |
| Sale | Class A Common Stock | 4,203 | $236.7259 | $995K |
| Sale | Class A Common Stock | 2,398 | $237.6669 | $570K |
| 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) — 1,287,172 shares (Direct, null);
Class B Common Stock — 25,641 shares (Direct, null);
Class A Common Stock — 73,066 shares (Indirect, See footnote);
Class B Common Stock — 552,438 shares (Indirect, See footnote);
Class A Common Stock — 360,807 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 $228.80 to $229.76, 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 (25) 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 $229.88 to $230.84, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.88 to $231.83, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.95 to $232.77, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.71 to $234.44, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.03 to $235.94, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $236.29 to $237.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $237.31 to $238.14, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.29 to $230.28, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.38 to $231.35, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.39 to $232.20, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.39 to $233.36, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $233.40 to $234.385, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.51 to $235.485, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.55 to $235.895, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.00 to $216.93, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.005 to $217.92, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.04 to $218.98, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.06 to $220.02, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.07 to $221.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.12 to $222.08, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.26 to $223.19, 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 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
Sale price range: $216.00–$238.14/share
Derivative shares exercised/converted: 230,769 shares
+4 more
7 metrics
Shares sold
76,923 shares
Aggregate Class A sales over June 16–18, 2026
Sale price range
$216.00–$238.14/share
Weighted average price ranges from multiple footnotes
Derivative shares exercised/converted
230,769 shares
Total underlying shares in M and C transactions
Employee option strike price
$2.04/share
Exercise price on employee stock options
Remaining option shares
1,287,172 shares
Employee stock option balance after June 18, 2026 exercise
Net share direction
-76,923 shares
Net buy/sell shares from transaction summary (net-sell)
Large Class B derivative block
2,064,551 underlying shares
One indirect Class B position convertible into Class A
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, Employee Stock Option (right to buy), weighted average price, +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 adopted by the reporting person on February 14, 2025."
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 at the reporting person's election and has no expiration date."
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
"Employee Stock Option (right to buy) ... Shares subject to the option are fully vested and immediately exercisable."
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from..."
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 dated November 17, 2016, for which the reporting person serves as co-trustee (the "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 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer."
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.
FAQ
What insider transactions did Cloudflare (NET) report for Michelle Zatlyn?
Cloudflare reported that entities associated with President and Board Co‑Chair Michelle Zatlyn sold 76,923 shares of Class A Common Stock and exercised or converted derivatives covering 230,769 shares over June 16–18, 2026, including employee stock options and Class B to Class A conversions.
Were Cloudflare (NET) insider sales by Michelle Zatlyn pre-planned under a Rule 10b5-1 plan?
Yes. A footnote states the sale reported was effected pursuant to a Rule 10b5‑1 trading plan adopted by Michelle Zatlyn on February 14, 2025. Such plans are pre-arranged trading programs that systematically execute transactions according to preset instructions.
What derivative securities did Michelle Zatlyn exercise in the latest Cloudflare (NET) Form 4?
The filing shows exercises of employee stock options covering 25,641 shares per transaction at an exercise price of $2.04, and conversions of Class B Common Stock into Class A Common Stock on a one‑to‑one basis. In total, derivative activity covered 230,769 underlying shares during the reported period.