Form 4: Cloudflare President Discloses Indirect Holdings
Insider Transaction Report
Cloudflare President Michelle Zatlyn reported minor dispositions and significant indirect beneficial ownership of Class B Common Stock through various trusts.
Summary
- Michelle Zatlyn, President and Board Co-Chair of Cloudflare, Inc., filed a Form 4 to report changes in beneficial ownership.
- The filing details dispositions of three individual shares of Class B Common Stock: two on November 25, 2025, and one on November 26, 2025.
- The disposition on November 26, 2025, was a gift of 1 share to a 501(c)(3) charitable organization.
- The report also discloses Michelle Zatlyn's significant indirect beneficial ownership of Cloudflare Class B Common Stock, totaling 7,080,445 shares, held through various trusts.
- These indirect holdings include 552,438 shares via The Sutherland/Zatlyn Revocable Trust, 351,505 shares via The SZ 2020 Irrevocable Trust, 2,064,551 shares via The SZ 2021 Irrevocable Trust, 4,819 shares via The SZ 2023 Irrevocable Trust, 921,730 shares via The Sutherland/Zatlyn 2024 Annuity Trust, 944,742 shares via The Sutherland/Zatlyn 2024 Annuity Trust II, 790,659 shares via The Sutherland/Zatlyn 2024 Annuity Trust III, 1,000,000 shares via The Sutherland/Zatlyn 2025 Annuity Trust, 200,000 shares via The Sutherland/Zatlyn 2025 Annuity Trust II, and 250,000 shares via The Sutherland/Zatlyn 2025 Annuity Trust III.
- Each Class B Common Stock share is convertible into Class A Common Stock on a one-to-one basis and has no expiration date.
Sentiment
Score: 5
Explanation: Neutral, as this is a routine disclosure of insider ownership and minor gift transactions, with no material impact on the company's operations or financial health.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Beneficial Ownership Disclosure | Disclosure of indirect beneficial ownership of Class B Common Stock through various trusts, consistent with Section 16 reporting requirements. | 2025-11-26 | Enhances transparency regarding insider holdings and aligns with regulatory compliance for corporate governance. |
Related Party Transactions
- Disposition of 1 share of Class B Common Stock as a gift to a 501(c)(3) charitable organization on November 26, 2025.
- Disclosure of indirect beneficial ownership of Class B Common Stock held through various family trusts where the reporting person serves as trustee, co-trustee, or investment advisor.
Stakeholder Impact
- Shareholders: Minimal impact due to the very small number of shares involved in the dispositions relative to total holdings and market capitalization. The disclosure provides transparency on insider ownership structure.
Key Dates
| Date | Description |
|---|---|
| 2016-11-17 | Date of The Sutherland/Zatlyn Revocable Trust. |
| 2020-11-25 | Date of The SZ 2020 Irrevocable Trust. |
| 2021-11-06 | Date of The SZ 2021 Irrevocable Trust. |
| 2023-08-29 | Date of The SZ 2023 Irrevocable Trust. |
| 2024-05-29 | Date of The Sutherland/Zatlyn 2024 Annuity Trust. |
| 2024-08-19 | Date of The Sutherland/Zatlyn 2024 Annuity Trust II. |
| 2024-11-12 | Date of The Sutherland/Zatlyn 2024 Annuity Trust III. |
| 2025-05-23 | Date of The Sutherland/Zatlyn 2025 Annuity Trust. |
| 2025-08-15 | Date of The Sutherland/Zatlyn 2025 Annuity Trust II. |
| 2025-11-11 | Date of The Sutherland/Zatlyn 2025 Annuity Trust III. |
| 2025-11-25 | Transaction date for disposition of 2 shares of Class B Common Stock. |
| 2025-11-26 | Transaction date for disposition of 1 share of Class B Common Stock (gift to charity). |
Keywords
Cloudflare, NET, Michelle Zatlyn, Insider Trading, Form 4, Beneficial Ownership, Class B Common Stock, Trusts, Corporate Governance
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