Cloudflare (NET) exec has 23K shares withheld to pay taxes
Rhea-AI Filing Summary
Cloudflare, Inc. (NET) director and President/Board Co-Chair Michelle Zatlyn reported a Form 4 covering a tax-related share disposition. On 2026-08-15, 23,157 shares of Class A Common Stock were withheld at $315.78 per share to satisfy tax liabilities tied to vesting PSUs and RSUs. After this withholding, she held 315,300 shares directly, and additional shares are held indirectly through the Sutherland/Zatlyn Revocable Trust and the SZ 2021 Irrevocable Trust.
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Insights
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Insider Trade Summary
Net Seller: 23,157 shares
Net Sell
3 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock F1, F2 | 23,157 | $315.78 | $7.31M |
| holding | Class A Common Stock F3 | -- | -- | -- |
| holding | Class A Common Stock F4 | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 315,300 shares (Direct);
Class A Common Stock — 89,390 shares (Indirect, See footnote)
Footnotes (4)
- F1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of performance-based restricted stock units ("PSUs") or restricted stock units ("RSUs"), as applicable.
- F2. The 22,350 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
- F3. The shares are held of record by the Revocable Trust.
- F4. 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.
Key Figures
Shares Withheld for Taxes: 23,157 shares
Withholding Price: $315.78 per share
Direct Holdings After Transaction: 315,300 shares
+2 more
5 metrics
Shares Withheld for Taxes
23,157 shares
Class A Common Stock withheld on 2026-08-15 for tax liability
Withholding Price
$315.78 per share
Value used for tax-withholding disposition of 23,157 shares
Direct Holdings After Transaction
315,300 shares
Direct Class A Common Stock held by Michelle Zatlyn following transaction
Re-registered PSU/RSU Shares
22,350 shares
Shares issuable upon vesting and settlement re-registered to Revocable Trust
Exercise Price or Tax Liability Shares
23,157 shares
Total shares reported under code F for payment of tax liability
Key Terms
performance-based restricted stock units ("PSUs"), restricted stock units ("RSUs"), Revocable Trust, Irrevocable Trust
4 terms
performance-based restricted stock units ("PSUs") financial
"tax liability in connection with the vesting of performance-based restricted stock units ("PSUs")"
restricted stock units ("RSUs") financial
"tax liability in connection with the vesting of ... restricted stock units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Revocable Trust financial
"now held directly by The Sutherland/Zatlyn Revocable Trust ... (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
"held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021"
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 transaction did Cloudflare (NET) executive Michelle Zatlyn report?
Michelle Zatlyn reported a code F transaction where 23,157 shares of Cloudflare Class A stock were withheld on 2026-08-15 to cover tax liabilities from vesting PSUs and RSUs.
Were any of Michelle Zatlyn’s Cloudflare (NET) equity awards re-registered to a trust?
Yes. 22,350 shares issuable upon vesting and settlement of PSUs and RSUs were re-registered and are now held directly by the Sutherland/Zatlyn Revocable Trust, for which she serves as co-trustee.
Does Michelle Zatlyn’s Form 4 for Cloudflare (NET) indicate a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as being under such a plan (aff_10b5_one: false). The reported transaction is specifically characterized as tax withholding, not an open-market trade.
AI-generated analysis. How Rhea-AI works. Not financial advice.
