Cloudflare (NET) CEO Matthew Prince sells shares under 10b5-1 plan

Q: Who filed this Form 4 and what is their role at NET?

The filing was made by Matthew Prince , who is the CEO and Board Co-Chair of Cloudflare, Inc.

Q: Were the sales made pursuant to a 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 11, 2025 .

Q: What conversion activity is disclosed between August 18鈥�20, 2025?

The Form 4 reports conversions of 52,384 Class B shares into Class A on each of August 18, 19, and 20, 2025, with footnote stating Class B converts one-for-one and has no expiration.

Q: Do the filings disclose prices for the sales?

Yes. Sales are reported as weighted-average prices with specified price ranges for each block (detailed in footnotes 4鈥�29).

[Form 4] Cloudflare, Inc. Class A common stock, par value $0.001 per share Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Matthew Prince, Cloudflare, Inc. CEO and Board Co-Chair, reported multiple conversions and open-market sales of Class B and Class A common stock conducted on August 18鈥�20, 2025. The filings show repeated conversions of 52,384 Class B shares into Class A on each of those dates and many incremental sales executed under a Rule 10b5-1 trading plan adopted February 11, 2025. Sales are reported as weighted-average prices with specified price ranges for each block; the form notes the shares are held in various trusts for which he serves as trustee or investment advisor. This Form 4 covers transactions across the three dates and is the first of two forms for these activity dates.

Positive

Transactions executed under a Rule 10b5-1 trading plan, indicating preplanned, non-discretionary sales
Repeated conversions of Class B to Class A (52,384 shares each day) are clearly disclosed with footnote explaining one-for-one conversion
Detailed weighted-average price ranges provided for each block of sales, enhancing transparency
Ownership and trust relationships are fully disclosed (trust names and reporting person roles)

Negative

Significant insider dispositions over a short period reduced the reporting person鈥檚 indirect Class A holdings across August 18鈥�20, 2025
Multiple separate sale blocks may represent meaningful liquidity events for the reporting person (materiality to investors not quantified in the filing)

Insights

TL;DR Insider executed systematic sales under a 10b5-1 plan while converting Class B to Class A, reducing indirect Class A holdings over three days.

The filing documents routine, preplanned dispositions rather than discretionary trades: repeated conversions of 52,384 Class B shares into Class A and numerous small-to-medium sized sales reported as weighted-average prices across defined price bands on August 18鈥�20, 2025. For investors this is a transparent disclosure of insider liquidity actions; the filing does not provide any new operational or financial performance information about the company.

TL;DR Transactions appear compliant with governance norms via a Rule 10b5-1 plan and full Form 4 disclosure.

The report identifies an explicit 10b5-1 plan and lists trusts and advisory roles, satisfying standard disclosure and related-party transparency. Conversions of Class B shares to Class A are noted as freely convertible per footnote. The filing is procedural and governance-compliant; it documents insider liquidity but contains no indications of impropriety or undisclosed information.

08/20/2025 - 06:28 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Prince Matthew

(Last)

(First)

(Middle)

C/O CLOUDFLARE, INC.,

405 COMAL STREET

(Street)

AUSTIN

78702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Board Co-Chair

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/18/2025		C		52,384	A	⁽¹⁾	72,495	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		2,825	D	$197.1166⁽⁴⁾	69,670	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		10,212	D	$198.0401⁽⁵⁾	59,458	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		3,108	D	$198.7624⁽⁶⁾	56,350	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		7,870	D	$200.3448⁽⁷⁾	48,480	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		10,756	D	$200.9174⁽⁸⁾	37,724	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		11,319	D	$202.12⁽⁹⁾	26,405	I	See footnote⁽²⁾
Class A Common Stock	08/18/2025		S⁽³⁾		6,294	D	$202.8857⁽¹⁰⁾	20,111	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		C		52,384	A	⁽¹⁾	72,495	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		2,164	D	$194.2773⁽¹¹⁾	70,331	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		11,694	D	$195.2275⁽¹²⁾	58,637	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		14,896	D	$196.1136⁽¹³⁾	43,741	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		8,389	D	$197.1323⁽¹⁴⁾	35,352	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		3,621	D	$198.2483⁽¹⁵⁾	31,731	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		2,936	D	$199.38⁽¹⁶⁾	28,795	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		3,105	D	$200.3691⁽¹⁷⁾	25,690	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		4,125	D	$201.2697⁽¹⁸⁾	21,565	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		1,416	D	$202.024⁽¹⁹⁾	20,149	I	See footnote⁽²⁾
Class A Common Stock	08/19/2025		S⁽³⁾		38	D	$202.805	20,111	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		C		52,384	A	⁽¹⁾	72,495	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		1,758	D	$185.1148⁽²⁰⁾	70,737	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		1,355	D	$186.1179⁽²¹⁾	69,382	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		1,538	D	$187.2915⁽²²⁾	67,844	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		5,504	D	$188.1758⁽²³⁾	62,340	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		6,553	D	$189.174⁽²⁴⁾	55,787	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		11,555	D	$190.3621⁽²⁵⁾	44,232	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		7,423	D	$191.085⁽²⁶⁾	36,809	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		8,895	D	$192.3887⁽²⁷⁾	27,914	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		5,436	D	$192.9936⁽²⁸⁾	22,478	I	See footnote⁽²⁾
Class A Common Stock	08/20/2025		S⁽³⁾		1,831	D	$194.1883⁽²⁹⁾	20,647	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	08/18/2025		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	6,839,619	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	08/19/2025		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	6,787,235	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	08/20/2025		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	6,734,851	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	6,928,408		6,928,408	I	See footnote⁽³⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,060,000		1,060,000	I	See footnote⁽³¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,213,576		1,213,576	I	See footnote⁽³²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,374,621		2,374,621	I	See footnote⁽³³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	3,065,015		3,065,015	I	See footnote⁽³⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	4,004,117		4,004,117	I	See footnote⁽³⁵⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,000,000		2,000,000	I	See footnote⁽³⁶⁾

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date.

2. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 11, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.51 to $197.50, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (29) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.51 to $198.50, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.51 to $199.4675, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.555 to $200.55, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.56 to $201.54, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.56 to $202.55, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.57 to $203.24, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.69 to $194.6775, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.69 to $195.68, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.69 to $196.685, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.69 to $197.67, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.7125 to $198.71, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.79 to $199.78, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.79 to $200.78, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.79 to $201.77, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.79 to $202.78, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.54 to $185.39, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.605 to $186.59, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.69 to $187.68, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.71 to $188.70, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.72 to $189.69, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.72 to $190.7175, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.72 to $191.71, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.72 to $192.715, inclusive.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.72 to $193.67, inclusive.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.76 to $194.665, inclusive.

30. The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

31. The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.

32. The shares are held of record by The Prince 2021 Remainder Trust UA 09/23/2021, for which the reporting person serves as an investment advisor.

33. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.

34. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.

35. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.

36. The shares are held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025, for which the reporting person serves as an investment advisor.

Remarks:

This Form 4 is the first of two forms being filed to report transactions by the reporting person occurring on August 18, 2025 through August 20, 2025.

	/s/ Lindsey Cochran, by power of attorney	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

Who filed this Form 4 and what is their role at NET?

The filing was made by Matthew Prince, who is the CEO and Board Co-Chair of Cloudflare, Inc.

Were the sales made pursuant to a 10b5-1 plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 11, 2025.

What conversion activity is disclosed between August 18鈥�20, 2025?

The Form 4 reports conversions of 52,384 Class B shares into Class A on each of August 18, 19, and 20, 2025, with footnote stating Class B converts one-for-one and has no expiration.

Do the filings disclose prices for the sales?

Yes. Sales are reported as weighted-average prices with specified price ranges for each block (detailed in footnotes 4鈥�29).

Are the sold shares held personally or in trusts?

The filing shows shares are held of record by various trusts (e.g., The Matthew Prince Revocable Trust) for which the reporting person serves as trustee or investment advisor, as disclosed in the footnotes.

AG真人官方

[Form 4] Cloudflare, Inc. Class A common stock, par value $0.001 per share Insider Trading Activity

Insights

FAQ

Who filed this Form 4 and what is their role at NET?

Were the sales made pursuant to a 10b5-1 plan?

What conversion activity is disclosed between August 18鈥�20, 2025?

Do the filings disclose prices for the sales?

Are the sold shares held personally or in trusts?

NYSE:NET

NET Rankings

NET Latest News

NET Latest SEC Filings

NET Stock Data

AG真人官方

Trending News

[Form 4] Cloudflare, Inc. Class A common stock, par value $0.001 per share Insider Trading Activity

Insights

Financial Analyst neutral

Corporate Governance Expert neutral

FAQ

Who filed this Form 4 and what is their role at NET?

Were the sales made pursuant to a 10b5-1 plan?

What conversion activity is disclosed between August 18鈥�20, 2025?

Do the filings disclose prices for the sales?

Are the sold shares held personally or in trusts?

NYSE:NET

NET Rankings

NET Latest News

NET Latest SEC Filings

NET Stock Data