Form 4: Cloudflare President Sells Shares Under 10b5-1 Plan

Cloudflare President and Co-Chair Michelle Zatlyn sold 86,461 Class A shares across three days in November 2025, pursuant to a pre-arranged trading plan.

Summary

• Michelle Zatlyn, Cloudflare's President and Board Co-Chair, reported multiple transactions involving Class A Common Stock between November 20 and November 24, 2025.
• These transactions included the exercise of employee stock options for 25,641 Class B shares on each of the three days (total 76,923 Class B shares), which were immediately converted to Class A Common Stock.
• A total of 86,461 Class A Common Stock shares were sold across these three days.
• The sales were executed pursuant to a Rule 10b5-1 trading plan adopted on February 14, 2025.
• Weighted average sale prices for Class A shares ranged from $185.70 to $202.94.
• Following these transactions, Ms. Zatlyn beneficially owns 349,644 Class A Common Stock directly and 19,615 Class A Common Stock indirectly through The SZ 2021 Irrevocable Trust.
• Additionally, Ms. Zatlyn holds significant indirect beneficial ownership of Class B Common Stock (convertible to Class A on a one-to-one basis) through various trusts, totaling over 8.6 million shares, and retains 1,825,633 exercisable employee stock options for Class B Common Stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider stock sales executed under a pre-arranged 10b5-1 trading plan, which is a neutral event. It does not reflect new positive or negative information about the company's performance.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a scheduled liquidity event rather than a reaction to new negative company information.
• The executive retains a substantial beneficial ownership in Cloudflare, including over 9 million equivalent Class A shares (direct, indirect, and options).

Negatives

• Insider selling, even if pre-planned, can sometimes be perceived negatively by some market participants.
• A significant number of shares were sold, totaling 86,461 Class A Common Stock.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: May perceive insider selling as a slight negative, but the pre-arranged nature (10b5-1 plan) mitigates concerns about immediate company performance.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

The insider sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which typically signals a planned liquidity event rather than a change in the executive's outlook on the company's future. Given the pre-scheduled nature and the executive's continued substantial holdings, this filing alone does not warrant a change in investment recommendation. Investors should maintain their current position and monitor broader company performance and market trends.

Keywords

Cloudflare, NET, Michelle Zatlyn, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Executive Compensation