Zatlyn Michelle 4

4 · Cloudflare, Inc. · Filed Jul 15, 2026

Research Summary

AI-generated summary of this filing

Updated Jul 15, 2026

Cloudflare (NET) President Michelle Zatlyn Sells 99,064 Shares

What Happened
Michelle Zatlyn, President and Co-Chair of the Board at Cloudflare (NET), sold a total of 99,064 shares between July 13–15, 2026 for aggregate proceeds of approximately $27.42 million (average price ≈ $276.8). Each day she converted Class B common stock to Class A (one-for-one) and the converted shares were sold. Sales by day: 33,058 shares on 7/13 ($8.79M), 33,003 shares on 7/14 ($9.18M), and 33,003 shares on 7/15 (~$9.45M). These disposals were effected under a pre-established Rule 10b5-1 trading plan.

Key Details

Transaction dates: July 13, 14 and 15, 2026.
Shares sold: 99,064 total (33,058; 33,003; 33,003).
Proceeds: ~$27,419,064 total (day totals ≈ $8.79M, $9.18M, $9.45M).
Average price: ≈ $276.8 per share; reported prices (weighted averages) ranged roughly from ~$263.38 to ~$289.89 across the transactions.
Derivative actions: Each day included conversion/exercise entries converting Class B to Class A (one-for-one, no cash reported).
Plan/notes: Sales were effected pursuant to a Rule 10b5-1 trading plan adopted Feb 27, 2026 (F3). Shares were re-registered to trusts per footnotes (e.g., F1, F30, F2 and others).
Shares owned after transaction: Not specified in the excerpt provided; see the full Form 4 for total beneficial ownership.
Filing note: This Form 4 is the first of two forms reporting the July 13–15 transactions.

Context

These transactions represent planned sales under a 10b5-1 program and followed same-day conversions of Class B to Class A stock. Conversions and exercises reported with $0 in cash are administrative (re-registering/converting share class), not additional cash receipts.
Sales pursuant to a 10b5-1 plan are typically routine compliance-driven dispositions; they do not, by themselves, indicate motives.

Insider Transaction Report

Form 4

Period: 2026-07-13

Cloudflare, Inc.NET

Zatlyn Michelle

DirectorPresident and Board Co-Chair

Transactions

Conversion
Class A Common Stock
[F1][F2]
2026-07-13+33,058→ 80,483 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F4][F2]
2026-07-13$264.03/sh−7,931$2,094,011→ 72,552 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F5][F2]
2026-07-13$264.79/sh−6,446$1,706,856→ 66,106 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F6][F2]
2026-07-13$265.88/sh−6,157$1,636,998→ 59,949 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F7][F2]
2026-07-13$266.88/sh−7,059$1,883,932→ 52,890 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F8][F2]
2026-07-13$267.97/sh−4,948$1,325,924→ 47,942 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F9][F2]
2026-07-13$268.68/sh−517$138,910→ 47,425 total(indirect: See footnote)
Conversion
Class A Common Stock
[F1][F2]
2026-07-14+33,003→ 80,428 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F10][F2]
2026-07-14$267.17/sh−1,246$332,891→ 79,182 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F11][F2]
2026-07-14$268.66/sh−1,254$336,896→ 77,928 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F2]
2026-07-14$269.99/sh−196$52,919→ 77,732 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F12][F2]
2026-07-14$272.75/sh−1,292$352,394→ 76,440 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F13][F2]
2026-07-14$273.95/sh−1,957$536,125→ 74,483 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F14][F2]
2026-07-14$275.02/sh−2,194$603,402→ 72,289 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F15][F2]
2026-07-14$275.91/sh−1,702$469,606→ 70,587 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F16][F2]
2026-07-14$276.93/sh−2,671$739,678→ 67,916 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F17][F2]
2026-07-14$278.07/sh−1,294$359,824→ 66,622 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F18][F2]
2026-07-14$279.26/sh−1,626$454,074→ 64,996 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F19][F2]
2026-07-14$280.13/sh−5,093$1,426,698→ 59,903 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F20][F2]
2026-07-14$281.40/sh−9,617$2,706,185→ 50,286 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F21][F2]
2026-07-14$282.13/sh−2,861$807,182→ 47,425 total(indirect: See footnote)
Conversion
Class A Common Stock
[F1][F2]
2026-07-15+33,003→ 80,428 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F22][F2]
2026-07-15$283.69/sh−3,257$923,975→ 77,171 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F23][F2]
2026-07-15$284.68/sh−5,248$1,494,018→ 71,923 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F24][F2]
2026-07-15$285.81/sh−7,201$2,058,082→ 64,722 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F25][F2]
2026-07-15$286.66/sh−8,444$2,420,542→ 56,278 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F26][F2]
2026-07-15$287.56/sh−1,185$340,761→ 55,093 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F27][F2]
2026-07-15$289.07/sh−6,912$1,998,035→ 48,181 total(indirect: See footnote)
Sale
Class A Common Stock
[F3][F28][F2]
2026-07-15$289.88/sh−756$219,146→ 47,425 total(indirect: See footnote)
Exercise/Conversion
Employee Stock Option (right to buy)
[F29]
2026-07-13−33,058→ 1,254,114 total
Exercise: $2.04Exp: 2027-08-07→ Class B Common Stock (33,058 underlying)
Exercise/Conversion
Class B Common Stock
[F1]
2026-07-13+33,058→ 33,058 total
→ Class A Common Stock (33,058 underlying)
Conversion
Class B Common Stock
[F1][F30]
2026-07-13−33,058→ 0 total
→ Class A Common Stock (33,058 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
[F29]
2026-07-14−33,003→ 1,221,111 total
Exercise: $2.04Exp: 2027-08-07→ Class B Common Stock (33,003 underlying)
Exercise/Conversion
Class B Common Stock
[F1]
2026-07-14+33,003→ 33,003 total
→ Class A Common Stock (33,003 underlying)
Conversion
Class B Common Stock
[F1][F30]
2026-07-14−33,003→ 0 total
→ Class A Common Stock (33,003 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
[F29]
2026-07-15−33,003→ 1,188,108 total
Exercise: $2.04Exp: 2027-08-07→ Class B Common Stock (33,003 underlying)
Exercise/Conversion
Class B Common Stock
[F1]
2026-07-15+33,003→ 33,003 total
→ Class A Common Stock (33,003 underlying)
Conversion
Class B Common Stock
[F1][F30]
2026-07-15−33,003→ 0 total
→ Class A Common Stock (33,003 underlying)

Holdings

Class B Common Stock
[F1][F37]
(indirect: See footnote)
→ Class A Common Stock (1,000,000 underlying)
1,000,000
Class B Common Stock
[F1][F38]
(indirect: See footnote)
→ Class A Common Stock (200,000 underlying)
200,000
Class B Common Stock
[F1][F39]
(indirect: See footnote)
→ Class A Common Stock (250,000 underlying)
250,000
Class B Common Stock
[F1][F2]
(indirect: See footnote)
→ Class A Common Stock (552,438 underlying)
552,438
Class B Common Stock
[F1][F31]
(indirect: See footnote)
→ Class A Common Stock (351,505 underlying)
351,505
Class B Common Stock
[F1][F32]
(indirect: See footnote)
→ Class A Common Stock (2,064,551 underlying)
2,064,551
Class B Common Stock
[F1][F33]
(indirect: See footnote)
→ Class A Common Stock (4,819 underlying)
4,819
Class B Common Stock
[F1][F34]
(indirect: See footnote)
→ Class A Common Stock (921,730 underlying)
921,730
Class B Common Stock
[F1][F35]
(indirect: See footnote)
→ Class A Common Stock (944,742 underlying)
944,742
Class B Common Stock
[F1][F36]
(indirect: See footnote)
→ Class A Common Stock (790,659 underlying)
790,659

Footnotes (39)

[F1]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.
[F10]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.
[F11]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.
[F12]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.
[F13]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.
[F14]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.
[F15]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.
[F16]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.
[F17]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.
[F18]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.
[F19]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.
[F2]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").
[F20]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.
[F21]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.
[F22]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.
[F23]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.
[F24]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.
[F25]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.
[F26]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.
[F27]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.
[F28]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.
[F29]Shares subject to the option are fully vested and immediately exercisable.
[F3]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.
[F30]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.
[F31]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.
[F32]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.
[F33]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.
[F34]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.
[F35]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.
[F36]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.
[F37]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.
[F38]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.
[F39]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.
[F4]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.
[F5]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.
[F6]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.
[F7]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.
[F8]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.
[F9]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.

Signature

/s/ Charlotte Bowe, by power of attorney|2026-07-15

Documents

1 file

4
wk-form4_1784156360.xmlPrimary
FORM 4