Form 4: Cloudflare's President and Board Co-Chair, Michelle Zatlyn, Executes Stock Transactions Under 10b5-1 Plan

Michelle Zatlyn, President and Board Co-Chair of Cloudflare, executed multiple transactions involving Class A Common Stock and exercised stock options between April 15 and April 17, 2025, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Michelle Zatlyn, President and Board Co-Chair of Cloudflare, filed a Form 4 detailing changes in beneficial ownership.
• The transactions occurred between April 15 and April 17, 2025.
• Zatlyn exercised stock options to acquire Class A Common Stock and simultaneously sold shares on the open market.
• These sales were executed under a Rule 10b5-1 trading plan adopted on November 27, 2023.
• The sales prices ranged from approximately $106.21 to $111.68 per share.
• Zatlyn also engaged in conversions of Class B Common Stock to Class A Common Stock.
• The transactions involved shares held directly and indirectly through various trusts, including The Sutherland/Zatlyn Revocable Trust and several irrevocable and annuity trusts.
• A total of 413,413 Class A Common Stock shares are held directly.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reflects routine transactions under a pre-arranged trading plan. There is no indication of positive or negative implications for the company's performance.

Industry Context

Form 4 filings are standard practice and provide transparency into the trading activities of company insiders. These filings are closely watched by investors to gauge management's sentiment and potential future performance.

Comparison to Industry Standards

• Comparing Cloudflare to peers like Fastly, Akamai, and Amazon Web Services, insider trading activity is a common occurrence.
• However, the use of 10b5-1 plans is a standard practice to avoid accusations of illegal insider trading, ensuring that transactions are pre-planned and not based on non-public information.
• The volume and frequency of these transactions are typical for executives in publicly traded companies.

Stakeholder Impact

• The transactions may have a minor impact on shareholders due to the increased supply of shares in the market.
• However, the pre-planned nature of the sales mitigates concerns about insider information being used for personal gain.

Key Dates

Keywords

Form 4, Cloudflare, NET, Michelle Zatlyn, Stock Transactions, Beneficial Ownership, Rule 10b5-1, Class A Common Stock, Class B Common Stock, Insider Trading