Form 4: Cloudflare President Gains 96,665 RSUs

Cloudflare's President and Board Co-Chair, Michelle Zatlyn, was granted 96,665 restricted stock units, vesting quarterly starting May 2026.

Summary

• Michelle Zatlyn, President and Board Co-Chair of Cloudflare, Inc. (NET), was granted 96,665 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs).
• The transaction date for this grant was February 6, 2026.
• These RSUs will vest in sixteen equal quarterly installments, with the first vesting date scheduled for May 15, 2026.
• Following this transaction, Michelle Zatlyn directly beneficially owns 446,309 shares of Class A Common Stock.
• Additionally, she indirectly beneficially owns 24,555 shares through The Sutherland/Zatlyn Revocable Trust and 19,615 shares through The SZ 2021 Irrevocable Trust.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it represents a routine executive compensation event that aligns management's interests with shareholders, without indicating any immediate operational or financial changes.

Positives

• The grant of Restricted Stock Units (RSUs) to a key executive like Michelle Zatlyn aligns her long-term interests with those of Cloudflare's shareholders, incentivizing sustained performance and growth.
• RSU grants are a standard component of executive compensation packages, reflecting confidence in the executive's continued contribution to the company.

Future Outlook

The granted Restricted Stock Units are scheduled to vest in sixteen equal quarterly installments beginning on May 15, 2026, indicating a long-term incentive structure for the executive.

Industry Context

StockSavvy.ai notes that the grant of Restricted Stock Units (RSUs) to key executives is a common practice across the technology and growth sectors. This form of equity compensation is widely used to attract, retain, and motivate top talent by aligning their financial success with the long-term performance of the company's stock. It reflects a standard approach to executive incentive programs within the industry.

Comparison to Industry Standards

• The grant of RSUs as a component of executive compensation is a standard practice, comparable to similar grants observed at peer technology companies such as Datadog (DDOG), Zscaler (ZS), and Fastly (FSLY), which frequently utilize equity awards to incentivize their leadership.
• The vesting schedule of sixteen equal quarterly installments over four years is typical for long-term incentive plans in the tech industry, aiming to retain executives and encourage sustained performance, similar to structures seen at companies like Microsoft (MSFT) or Amazon (AMZN) for their senior leadership.

Related Party Transactions

• Michelle Zatlyn holds indirect beneficial ownership of 24,555 shares through The Sutherland/Zatlyn Revocable Trust, for which she serves as co-trustee.
• She also holds indirect beneficial ownership of 19,615 shares through The SZ 2021 Irrevocable Trust, for which she serves as the appointer.

Stakeholder Impact

• Shareholders: The RSU grant aligns the interests of a key executive with shareholders, potentially fostering long-term value creation.
• Employees: Standard executive compensation practices can set a precedent for broader employee incentive programs.

Next Steps

• The Restricted Stock Units will begin vesting in sixteen equal quarterly installments starting May 15, 2026.

Key Dates

Keywords

Cloudflare, NET, Michelle Zatlyn, Restricted Stock Units, RSU, Insider Transaction, Executive Compensation, Form 4, Stock Grant