Michelle Zatlyn, President and Board Co-Chair of Cloudflare, Inc. (NYSE:NET), filed a Form 4 on August 21, 2026, disclosing sales of Class A Common Stock on August 19, 20, and 21, 2026, pursuant to a pre-established Rule 10b5-1 trading plan.

Key Highlights

  • Three-day sale period: Transactions occurred on August 19, 20, and 21, 2026, with shares sold indirectly through The Sutherland/Zatlyn Revocable Trust dated November 17, 2016.
  • Conversion activity: On each of the three days, 33,003 shares of Class B Common Stock were converted to Class A Common Stock (transaction code C), with a further exercise of employee stock options (transaction code M) at $2.04 per share preceding each conversion.
  • August 19 sales: A total of 33,003 shares of Class A Common Stock were sold across multiple tranches at weighted average prices ranging from $290.8643 to $300.835 per share.
  • August 20 sales: A total of 33,003 shares of Class A Common Stock were sold across multiple tranches at weighted average prices ranging from $283.2125 to $291.801 per share.
  • August 21 sales: A total of 33,003 shares of Class A Common Stock were sold across multiple tranches at weighted average prices ranging from $274.4721 to $281.31 per share.
  • Rule 10b5-1 plan: All sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 27, 2026.
  • Remaining indirect holdings: Following all reported transactions, the Revocable Trust held 69,775 shares of Class A Common Stock, according to the filing.

Zatlyn's Three-Day Share Sales and Option Exercises at Cloudflare

According to the filing, Michelle Zatlyn, who serves as President and Board Co-Chair of Cloudflare, Inc. (NYSE:NET), disposed of Class A Common Stock on each of August 19, 20, and 21, 2026. The shares sold on each day corresponded to 33,003 shares, with the transactions carried out indirectly through The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which Zatlyn serves as co-trustee. All sales were executed under a Rule 10b5-1 trading plan that the reporting person adopted on February 27, 2026.

The filing discloses a consistent pattern across all three days: an employee stock option with an exercise price of $2.04 per share (expiring August 7, 2027) was exercised for 33,003 shares of Class B Common Stock, those Class B shares were then converted one-for-one into Class A Common Stock, and the resulting Class A shares were subsequently sold. The weighted average sale prices declined across the three days, from a high-end range of up to $300.835 on August 19 to a range topping at $281.31 on August 21. The filing notes that full details of prices at each separate transaction within the reported ranges are available upon request to the issuer, any security holder, or SEC staff.

Following all reported transactions, the filing states that Zatlyn's remaining employee stock option balance stood at 1,089,099 shares of Class B Common Stock. The filing also lists numerous additional indirectly held positions in Class A Common Stock, including shares held through various other trusts and entities totaling several million shares, as detailed in Table II of the filing.

What Was Disclosed

The Form 4 disclosed the exercise of employee stock options and conversion and sale of 99,009 total shares of Class A Common Stock by Cloudflare's President and Board Co-Chair across three consecutive trading days, all conducted under a pre-existing Rule 10b5-1 plan.