Form 4: Cloudflare President Michelle Zatlyn Executes Stock Sales

Cloudflare President and Board Co-Chair Michelle Zatlyn sold shares of Class A Common Stock between April 20 and April 22, 2026, pursuant to a Rule 10b5-1 trading plan.

Summary

• Michelle Zatlyn, President and Board Co-Chair of Cloudflare, Inc., executed a series of stock sales totaling 76,923 shares of Class A Common Stock.
• The transactions occurred between April 20, 2026, and April 22, 2026.
• Sales were conducted under a pre-established Rule 10b5-1 trading plan adopted on February 14, 2025.
• The reporting person exercised employee stock options to acquire 76,923 shares at a price of $2.04 per share, which were then converted from Class B to Class A common stock prior to sale.
• The weighted average sale prices ranged from approximately $195.86 to $211.59 per share.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the transactions are routine insider sales conducted under a pre-existing 10b5-1 plan.

Positives

• The transactions were executed under a pre-planned Rule 10b5-1 trading plan, indicating the sales were scheduled in advance rather than based on immediate market sentiment.
• The reporting person maintains a significant beneficial ownership stake in the company following these transactions.

Negatives

• The filing reflects a reduction in the direct and indirect beneficial ownership of the company by a key executive.

Risks

• Future sales by insiders could potentially impact market perception of the stock price.
• Reliance on Rule 10b5-1 plans does not eliminate the risk of negative market reaction to significant insider selling.

Future Outlook

No specific forward-looking guidance regarding company operations was provided; the filing is limited to disclosure of insider transactions.

Industry Context

StockSavvy.ai notes that insider selling by high-level executives at major technology firms is a common practice for liquidity and diversification, particularly when executed through pre-arranged 10b5-1 plans, and generally does not signal a lack of confidence in the company's long-term prospects.

Comparison to Industry Standards

• The use of Rule 10b5-1 trading plans is the industry standard for corporate executives to manage equity holdings while mitigating potential concerns regarding insider trading.
• The volume of shares sold relative to the total holdings of the reporting person is consistent with typical executive diversification strategies observed in the SaaS and cloud infrastructure sectors.

Related Party Transactions

• The shares are held by various trusts, including The Sutherland/Zatlyn Revocable Trust and several Irrevocable and Annuity Trusts, for which the reporting person serves as trustee, co-trustee, or advisor.

Stakeholder Impact

• Shareholders should note the ongoing divestment by a key executive, though the structured nature of the sales minimizes the likelihood of a negative market impact.

Next Steps

• Continued monitoring of future Form 4 filings for further insider activity.

Key Dates

Keywords

Cloudflare, NET, Insider Trading, Michelle Zatlyn, Rule 10b5-1, Stock Sale, SEC Form 4