Cloudflare (NYSE: NET) trusts tied to president sell 86,362 shares
Rhea-AI Filing Summary
Cloudflare, Inc. entities associated with President and Board Co‑Chair Michelle Zatlyn reported a net sale of 86,362 shares of Class A Common Stock over February 19–23, 2026. The sales were executed through various SZ family trusts under a Rule 10b5‑1 trading plan adopted on February 14, 2025, at weighted average prices ranging from about $171.53 to $194.10 per share. In connection with these sales, fully vested employee stock options were exercised and Class B Common Stock was converted into Class A on a one‑for‑one basis, with resulting Class A shares re‑registered to the family revocable trust.
Positive
- None.
Negative
- None.
Insights
Planned trust-level sales offset by option exercises and conversions.
Entities linked to Michelle Zatlyn sold 86,362 shares of Cloudflare Class A stock through multiple open‑market transactions, executed under a pre‑established Rule 10b5‑1 trading plan. This indicates a structured diversification approach rather than an opportunistic sale.
The activity was funded by exercising fully vested employee stock options and converting Class B into Class A shares on a one‑for‑one basis. Ownership is spread across several revocable and irrevocable SZ family trusts, where Zatlyn serves as trustee, co‑trustee, appointer, or investment advisor.
From an investor perspective, these are routine insider liquidity and estate‑planning transactions, with no new information about Cloudflare’s operations or outlook. The net impact on the broader investment case is limited, and any dilution is offset by option exercises already contemplated in equity plans.
Insider Trade Summary
| 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 | 9,564 | $172.0657 | $1.65M |
| Sale | Class A Common Stock | 13,259 | $173.0064 | $2.29M |
| Sale | Class A Common Stock | 2,818 | $173.9674 | $490K |
| 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 | 746 | $190.7674 | $142K |
| Sale | Class A Common Stock | 7,953 | $191.7596 | $1.53M |
| Sale | Class A Common Stock | 9,496 | $192.7288 | $1.83M |
| Sale | Class A Common Stock | 7,446 | $193.7134 | $1.44M |
| 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 | 2,341 | $183.8643 | $430K |
| Sale | Class A Common Stock | 5,399 | $184.6032 | $997K |
| Sale | Class A Common Stock | 6,946 | $185.7984 | $1.29M |
| Sale | Class A Common Stock | 9,174 | $186.8941 | $1.71M |
| Sale | Class A Common Stock | 2,343 | $187.9589 | $440K |
| Sale | Class A Common Stock | 463 | $188.6374 | $87K |
| Sale | Class A Common Stock | 1,208 | $190.3023 | $230K |
| Sale | Class A Common Stock | 2,401 | $191.4161 | $460K |
| Sale | Class A Common Stock | 4,637 | $192.3168 | $892K |
| Sale | Class A Common Stock | 168 | $193.1069 | $32K |
| 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 | -- | -- | -- |
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 $183.33 to $184.32, 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 (20) 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 $184.33 to $185.30, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.395 to $186.32, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.45 to $187.435, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.4675 to $188.20, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.50 to $189.17, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.67 to $190.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.78 to $191.77, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.78 to $192.775, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.78 to $193.24, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.28 to $191.25, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.29 to $192.28, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.29 to $193.27, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.29 to $194.10, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.53 to $172.52, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.55 to $173.525, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.57 to $174.315, 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.