Cloudflare Inc SEC Filings

NET filed a Rule 144 notice for a planned sale of 240,227 shares of Class A Common stock through Goldman Sachs & Co. LLC. The filing cites an aggregate market value of 45,977,045.53 for these shares, with 312,872,178 shares of the same class reported as outstanding and an approximate sale date of 11/20/2025 on the NYSE.

The securities to be sold were acquired from the issuer as compensation: 230,769 shares via stock options on 08/08/2017 and 9,458 shares via restricted stock units on 04/19/2023. The Sutherland / Zatlyn Revocable Trust is listed as seller for multiple prior Class A Common transactions over the past three months, each involving 8,547 shares with disclosed gross proceeds for each trade.

A holder associated with NET has filed a notice to sell up to 41,555 common shares through broker Morgan Stanley Smith Barney LLC on the NYSE. The filing lists an aggregate market value of about $8,153,091.00 for these shares, while 315,250,214 shares of the class are outstanding. The shares to be sold come from recent exercises of stock options and vesting of restricted stock units. The same seller’s Rule 10b5-1 plan shows additional sales in the past three months, including 10,000 shares sold on 10/20/2025 for $2,118,137.00 and 10,000 shares sold on 09/22/2025 for $2,276,443.00.

Cloudflare, Inc. (NET) CEO and Board Co-Chair Matthew Prince, a director and 10% owner, reported multiple transactions in Class A Common Stock on 11/17/2025, 11/18/2025, and 11/19/2025. Indirect holdings in Class B Common Stock were converted into Class A Common Stock on each of these dates, followed by a series of open-market sales of Class A shares at weighted average prices in ranges generally between $191.01 and $209.39. The transactions were carried out through the Matthew Prince Revocable Trust and related family trusts and were made pursuant to a Rule 10b5-1 trading plan adopted on February 11, 2025, indicating a pre-arranged schedule for these insider sales.

Cloudflare, Inc. (NET)11/19/2025, the reporting person sold 2,031 shares of Class A common stock at a price of $196.38 per share. After this transaction, the director beneficially owned 39,754 shares of Cloudflare Class A common stock.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan that the reporting person adopted on August 20, 2025, which is designed to allow insiders to systematically sell shares over time.

Cloudflare, Inc. (NET) has a beneficial owner filing a notice of proposed sale of restricted shares under Rule 144. The filer plans to sell 2,031 shares of Cloudflare common stock through Morgan Stanley Smith Barney LLC on the NYSE, with an indicated aggregate market value of $398,847.78. The filing notes that Cloudflare had 315,250,214 shares of common stock outstanding at the time of the notice, providing context for the size of this planned sale. The shares to be sold were acquired from the issuer as restricted stock on 05/15/2023, with payment made on the same date. The filer represents that they are not aware of any undisclosed material adverse information about Cloudflare.

Cloudflare, Inc. (NET) CEO, director and 10% owner Matthew Prince reported equity award activity involving Class A common stock and performance stock units. On 11/15/2025, 21,889 performance-based restricted stock units became Class A shares, increasing his directly held stock. On the same date, 17,321 shares were withheld at $210.6 per share to cover tax obligations related to vesting, leaving 349,644 shares directly owned and 22,175 shares held indirectly through his revocable trust. The PSUs are tied to stock price goals from $156.00 to $579.00, with one tranche linked to a $203.00 price goal now eligible to vest in six quarterly installments beginning November 15, 2025.

Cloudflare (NET) reported insider equity activity by its President and Board Co-Chair, who is also a director. On November 15, 2025, 21,889 performance-based restricted stock units (PSUs) became Class A shares after the performance metric was met and began vesting in six equal quarterly installments starting that date. To cover related tax obligations, 20,058 Class A shares were withheld, leaving 349,644 Class A shares held directly.

The reporting person also has indirect ownership through two trusts that hold 34,013 and 19,615 Class A shares. The PSU award consists of multiple tranches tied to stock price goals between $156.00 and $579.00, with one tranche tied to a $203.00 stock price goal now eligible to vest and 131,334 PSUs remaining beneficially owned. The PSUs continue to vest quarterly, subject to service conditions, with certain provisions applying upon a change in control.

Cloudflare, Inc. (NET)11/15/2025, 3,874 shares of Class A Common Stock were disposed of using transaction code "F" to cover taxes due upon the vesting of restricted stock units. On 11/18/2025, the officer executed several open-market sales of Class A shares under a pre-arranged Rule 10b5-1 trading plan adopted on February 18, 2025, at weighted average prices including $188.89, $190.13 and in ranges from $194.91 to $199.23. After these transactions, the officer beneficially owned 56,144 shares of Cloudflare Class A Common Stock, which includes 17 shares acquired under the company’s employee stock purchase plan on November 7, 2025.

Cloudflare, Inc. (NET) filed a Form 4 reporting an equity transaction by its Chief Financial Officer. On 11/15/2025, the CFO had 20,476 shares of Class A common stock withheld, coded "F," at a price of $210.6 per share. The filing explains that these shares were withheld to cover the reporting person's tax liability related to the vesting of restricted stock units. After this tax withholding, the CFO directly beneficially owns 169,041 shares of Cloudflare Class A common stock.