Form 4: Cloudflare President Sells Shares for Tax Obligations

Cloudflare's President and Board Co-Chair, Michelle Zatlyn, disposed of 20,100 Class A Common Stock shares to cover tax liabilities related to equity vesting.

Summary

• Michelle Zatlyn, President and Board Co-Chair of Cloudflare, Inc., reported a disposition of company stock.
• On February 15, 2026, 20,100 shares of Class A Common Stock were disposed of at a price of $195.85 per share.
• This disposition was made to satisfy tax liabilities incurred from the vesting of performance-based restricted stock units (PSUs) or restricted stock units (RSUs).
• Following this transaction, Michelle Zatlyn directly holds 406,811 shares of Class A Common Stock.
• Additionally, 43,953 shares are indirectly held through The Sutherland/Zatlyn Revocable Trust, and 19,615 shares are indirectly held through The SZ 2021 Irrevocable Trust.
• Separately, 19,398 shares issuable upon vesting and settlement of PSUs and RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust, making them indirectly beneficially owned by Ms. Zatlyn.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine transaction for tax purposes related to equity compensation vesting, with no direct positive or negative implications for the company's operational performance or future outlook.

Future Outlook

N/A

Industry Context

StockSavvy.ai notes that routine insider dispositions for tax purposes, such as those related to RSU/PSU vesting, are common occurrences across the technology sector. These transactions are generally not indicative of management's sentiment towards the company's future prospects but rather a standard part of equity compensation plans.

Comparison to Industry Standards

• N/A

Related Party Transactions

• The re-registration of 19,398 shares to The Sutherland/Zatlyn Revocable Trust and the holding of 43,953 shares by this trust, as well as 19,615 shares by The SZ 2021 Irrevocable Trust, represent transactions and holdings involving entities where the reporting person has a beneficial interest or serves as a co-trustee/appointer.

Stakeholder Impact

• Shareholders: The transaction represents a minor reduction in direct insider ownership, but it is a routine event for tax purposes and generally does not signal a change in management's confidence. The overall beneficial ownership (direct and indirect) remains substantial.
• Employees: The vesting of PSUs/RSUs and subsequent tax-related disposition is a standard part of executive compensation, aligning employee interests with company performance.

Key Dates

Keywords

Cloudflare, NET, Michelle Zatlyn, Insider Trading, Form 4, Stock Disposition, Tax Liability, Restricted Stock Units, Performance Stock Units, Equity Compensation