Cloudflare (NYSE: NET) president Zatlyn sells 99,064 shares, exercises derivatives
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. President and Board Co‑Chair Michelle Zatlyn reported open‑market sales of 99,064 Class A shares from July 13–15, 2026, at weighted‑average prices within ranges from $263.38 to $289.89 per share under a pre‑arranged Rule 10b5‑1 trading plan. The sold shares are held indirectly through the Sutherland/Zatlyn Revocable Trust and related trusts. She also exercised and converted derivative securities covering 297,192 shares, including employee stock options with a $2.04 exercise price, and retains additional options and Class B holdings convertible one‑for‑one into Class A.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 99,064 shares ($27,419,061)
Net Sell
48 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
Sold
99,064 shs ($27.42M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (right to buy) | 33,003 | $0.00 | -- |
| Exercise | Class B Common Stock | 33,003 | $0.00 | -- |
| Conversion | Class B Common Stock | 33,003 | $0.00 | -- |
| Conversion | Class A Common Stock | 33,003 | -- | -- |
| Sale | Class A Common Stock | 3,257 | $283.6889 | $924K |
| Sale | Class A Common Stock | 5,248 | $284.6833 | $1.49M |
| Sale | Class A Common Stock | 7,201 | $285.805 | $2.06M |
| Sale | Class A Common Stock | 8,444 | $286.6582 | $2.42M |
| Sale | Class A Common Stock | 1,185 | $287.5619 | $341K |
| Sale | Class A Common Stock | 6,912 | $289.0675 | $2.00M |
| Sale | Class A Common Stock | 756 | $289.8756 | $219K |
| Exercise | Employee Stock Option (right to buy) | 33,003 | $0.00 | -- |
| Exercise | Class B Common Stock | 33,003 | $0.00 | -- |
| Conversion | Class B Common Stock | 33,003 | $0.00 | -- |
| Conversion | Class A Common Stock | 33,003 | -- | -- |
| Sale | Class A Common Stock | 1,246 | $267.1675 | $333K |
| Sale | Class A Common Stock | 1,254 | $268.6568 | $337K |
| Sale | Class A Common Stock | 196 | $269.9925 | $53K |
| Sale | Class A Common Stock | 1,292 | $272.7511 | $352K |
| Sale | Class A Common Stock | 1,957 | $273.9526 | $536K |
| Sale | Class A Common Stock | 2,194 | $275.0237 | $603K |
| Sale | Class A Common Stock | 1,702 | $275.9142 | $470K |
| Sale | Class A Common Stock | 2,671 | $276.9293 | $740K |
| Sale | Class A Common Stock | 1,294 | $278.0709 | $360K |
| Sale | Class A Common Stock | 1,626 | $279.258 | $454K |
| Sale | Class A Common Stock | 5,093 | $280.1291 | $1.43M |
| Sale | Class A Common Stock | 9,617 | $281.396 | $2.71M |
| Sale | Class A Common Stock | 2,861 | $282.1327 | $807K |
| Exercise | Employee Stock Option (right to buy) | 33,058 | $0.00 | -- |
| Exercise | Class B Common Stock | 33,058 | $0.00 | -- |
| Conversion | Class B Common Stock | 33,058 | $0.00 | -- |
| Conversion | Class A Common Stock | 33,058 | -- | -- |
| Sale | Class A Common Stock | 7,931 | $264.0286 | $2.09M |
| Sale | Class A Common Stock | 6,446 | $264.7931 | $1.71M |
| Sale | Class A Common Stock | 6,157 | $265.8759 | $1.64M |
| Sale | Class A Common Stock | 7,059 | $266.8837 | $1.88M |
| Sale | Class A Common Stock | 4,948 | $267.9717 | $1.33M |
| Sale | Class A Common Stock | 517 | $268.6849 | $139K |
| 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 | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 1,188,108 shares (Direct);
Class B Common Stock — 33,003 shares (Direct);
Class A Common Stock — 80,428 shares (Indirect, See footnote);
Class B Common Stock — 552,438 shares (Indirect, See footnote)
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 27, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.38 to $264.375, 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 (28) 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 $264.38 to $265.37, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.39 to $266.38, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.4275 to $267.40, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.43 to $268.405, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.57 to $268.91, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.02 to $267.79, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.565 to $268.91, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.22 to $273.17, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $273.315 to $274.3025, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.44 to $275.4325, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $275.44 to $276.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.445 to $277.42, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.70 to $278.295, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.80 to $279.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.88 to $280.85, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.01 to $282.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.01 to $282.34, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.21 to $284.20, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.24 to $285.235, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.255 to $286.22, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.255 to $287.25, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.26 to $288.13, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.63 to $289.59, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.65 to $289.89, inclusive. 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 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer. 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
Class A shares sold: 99,064 shares
Sale price range: $263.38–$289.89 per share
Derivative shares exercised/converted: 297,192 shares
+3 more
6 metrics
Class A shares sold
99,064 shares
Open-market sales from July 13–15, 2026 reported by Michelle Zatlyn
Sale price range
$263.38–$289.89 per share
Weighted-average price ranges across reported sale footnotes
Derivative shares exercised/converted
297,192 shares
Total underlying shares from derivative exercises and conversions in this filing
Employee stock option exercise price
$2.04 per share
Strike price for options exercised into Class B Common Stock
Employee stock options outstanding
1,254,114 shares
Shares underlying options held after the July 13, 2026 option transaction
Example indirect Class B position
2,064,551 underlying shares
One indirect Class B Common Stock holding convertible into Class A
Key Terms
Rule 10b5-1 trading plan, weighted average price, Employee Stock Option (right to buy), Class B Common Stock, +1 more
5 terms
Rule 10b5-1 trading plan financial
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted..."
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. 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.
Employee Stock Option (right to buy) financial
"security_title": "Employee Stock Option (right to buy)""
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time into Class A Common Stock..."
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 November 17, 2016..."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider stock sales did Cloudflare (NET) report from Michelle Zatlyn?
Michelle Zatlyn reported open‑market sales of 99,064 Cloudflare Class A shares from July 13–15, 2026. The trades were executed at weighted‑average prices within specified ranges and involved shares held indirectly through the Sutherland/Zatlyn Revocable Trust and related trusts.
Did Michelle Zatlyn exercise options or convert derivatives in this Cloudflare (NET) filing?
Yes. She exercised and converted derivative securities covering 297,192 underlying shares, including employee stock options with a $2.04 exercise price. The filing also shows remaining option positions and Class B Common Stock convertible one‑for‑one into Class A Common Stock.
Were Michelle Zatlyn’s Cloudflare (NET) transactions made under a Rule 10b5-1 plan?
Yes. A footnote states the reported sale was effected pursuant to a Rule 10b5‑1 trading plan adopted on February 27, 2026. Such plans pre‑schedule trades, reducing the significance of trade timing as an indicator of management’s current views.
What ongoing equity exposure does Michelle Zatlyn retain in Cloudflare (NET)?
After these transactions, she continues to hold employee stock options on 1,254,114 shares with a $2.04 exercise price and multiple indirect Class B positions. Individual Class B holdings include blocks convertible into Class A, such as one with 2,064,551 underlying shares.