Cloudflare (NYSE: NET) president trades shares under Rule 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. president and board co-chair Michelle Zatlyn reported mixed insider activity involving Cloudflare Class A and Class B shares. Between May 22 and May 27, 2026, trusts associated with her executed open‑market sales totaling 86,362 shares of Class A Common Stock at weighted average prices in various ranges above $208 per share, under a pre‑arranged Rule 10b5‑1 trading plan.
Over the same dates, she also exercised employee stock options to acquire blocks of 25,641 shares of Class B Common Stock at an exercise price of $2.04 per share, which were then converted into Class A shares and re‑registered to a revocable trust. Following these transactions, the filing shows substantial remaining indirect Class B positions that are convertible one‑for‑one into Class A Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 86,362 shares ($18,330,473)
Net Sell
44 txns
Insider
Zatlyn Michelle
Role
President and Board Co-Chair
Sold
86,362 shs ($18.33M)
| 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 | 7,801 | $208.4527 | $1.63M |
| Sale | Class A Common Stock | 2,299 | $209.1521 | $481K |
| Sale | Class A Common Stock | 5,143 | $210.263 | $1.08M |
| Sale | Class A Common Stock | 5,036 | $211.3434 | $1.06M |
| Sale | Class A Common Stock | 4,931 | $212.4944 | $1.05M |
| Sale | Class A Common Stock | 431 | $213.2521 | $92K |
| 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 | 4,602 | $209.3014 | $963K |
| Sale | Class A Common Stock | 6,350 | $210.2496 | $1.34M |
| Sale | Class A Common Stock | 2,711 | $211.2047 | $573K |
| Sale | Class A Common Stock | 4,469 | $212.3823 | $949K |
| Sale | Class A Common Stock | 3,246 | $213.5273 | $693K |
| Sale | Class A Common Stock | 1,584 | $214.8278 | $340K |
| Sale | Class A Common Stock | 1,700 | $215.5486 | $366K |
| Sale | Class A Common Stock | 979 | $216.223 | $212K |
| 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 | 5,561 | $211.5368 | $1.18M |
| Sale | Class A Common Stock | 3,150 | $212.4931 | $669K |
| Sale | Class A Common Stock | 6,367 | $213.679 | $1.36M |
| Sale | Class A Common Stock | 11,415 | $214.6236 | $2.45M |
| Sale | Class A Common Stock | 8,273 | $215.4622 | $1.78M |
| Sale | Class A Common Stock | 314 | $216.2371 | $68K |
| 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) — 1,364,095 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 $211.07 to $212.05, 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 (22) 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 $212.07 to $213.03, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.10 to $214.085, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.115 to $215.11, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.115 to $216.06, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.13 to $216.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.69 to $209.68, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.69 to $210.62, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.71 to $211.61, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.00 to $212.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.04 to $214.03, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.05 to $215.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.05 to $216.00, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.08 to $216.60, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.00 to $208.99, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.00 to $209.48, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.00 to $210.90, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.00 to $211.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.05 to $213.44, 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
Class A shares sold: 86,362 shares
Example sale price: $216.2230/share
Option exercise size: 25,641 shares at $2.04/share
+3 more
6 metrics
Class A shares sold
86,362 shares
Open-market sales between May 22–27, 2026
Example sale price
$216.2230/share
Class A sale on May 26, 2026
Option exercise size
25,641 shares at $2.04/share
Employee stock options into Class B, then Class A
Net share direction
-86,362 shares
Net-sell across reported non-derivative trades
Remaining employee options
1,364,095 shares at $2.04
Employee stock options outstanding after May 27, 2026
Large Class B derivative block
2,064,551 underlying shares
Indirect Class B positions convertible 1:1 into Class A
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, Employee Stock Option (right to buy), Revocable Trust, +1 more
5 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..."
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) ... Exercise or conversion of derivative security"
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.
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.
FAQ
What insider transactions did Cloudflare (NET) report for Michelle Zatlyn?
Cloudflare reported that president and board co-chair Michelle Zatlyn conducted open‑market sales of Class A Common Stock and exercised stock options for Class B shares, which were converted into Class A shares and moved into related trusts.
Were Cloudflare (NET) insider sales made under a Rule 10b5-1 plan?
Yes. A footnote states the reported sale activity was effected under a Rule 10b5‑1 trading plan adopted on February 14, 2025. Such plans pre‑schedule trades, making the timing more routine rather than discretionary.
What stock options did Michelle Zatlyn exercise in Cloudflare (NET)?
The filing shows exercises of employee stock options covering blocks of 25,641 shares of Class B Common Stock at an exercise price of $2.04 per share. The resulting Class B shares were then converted into Class A Common Stock.