NET Form 4: Matthew Prince PSUs certified, shares re-registered to trust

Rhea-AI Filing Summary

Cloudflare insider Matthew Prince reported vesting and related transactions for Class A common stock. Performance-based restricted stock units (PSUs) tied to stock-price goals were certified for the $156.00 threshold, making 21,888 PSUs eligible to vest in six equal quarterly installments beginning August 15, 2025. Each PSU converts into one share of Class A common stock.

The filing shows that 21,888 PSUs were reported as acquired (code M) and, separately, 15,739 shares were withheld to satisfy tax withholding at a price of $195.38, leaving 367,251 shares directly beneficially owned after the withholding. Additionally, 20,111 shares that will vest were re-registered into The Matthew Prince Revocable Trust, of which Prince is trustee.

Positive

• Performance milestone achieved: Certification of the $156.00 stock-price goal made 21,888 PSUs eligible to vest.
• Alignment with shareholders: Executive compensation is tied to explicit stock-price goals, demonstrating performance linkage.

Negative

• Shares withheld for taxes: 15,739 shares were withheld to satisfy tax obligations, reducing net shares issued to the reporting person.
• Change in record ownership: 20,111 shares were re-registered into The Matthew Prince Revocable Trust, altering record ownership though beneficial ownership remains with the reporting person.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting tied to performance metrics; governance transparency is intact.

The Form 4 discloses that a performance milestone ($156.00 stock price goal) was certified, triggering eligibility for tranche vesting of 21,888 PSUs starting 08/15/2025. The filing transparently reports tax-withholding of 15,739 shares and re-registration of 20,111 shares into a revocable trust. These are standard post-performance administrative actions and do not by themselves indicate a change in control or operational shift. For investors, the key governance signal is that executive compensation is tied to explicit stock-price hurdles and that the insider retains substantial direct ownership through the Revocable Trust.

Securities/Fiduciary Analyst

TL;DR: Materiality is limited; transactions reflect vesting mechanics and tax settlement rather than open-market trading.

The reported transactions primarily reflect settlement mechanics: PSUs converted to shares contingent on achievement of the $156 stock-price target and scheduled quarterly vesting. The withholding of 15,739 shares to satisfy tax obligations is a common practice and reduces issued shares to the reporting person but is not an open-market sale. Re-registration of 20,111 shares into a revocable trust changes record ownership form but indicates continued insider beneficial ownership. Impact on share count and control appears immaterial to overall market dynamics.

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
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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 TX 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 and Board Co-Chair

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/15/2025		M		21,888(1)	A	(2)	403,101	D
Class A Common Stock	08/15/2025		F(3)		15,739	D	$195.38	367,251(4)	D
Class A Common Stock								20,111	I	See footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	08/15/2025		M			21,888	(6)(7)	02/04/2032	Class A Common Stock	21,888	$0	153,223	D

Explanation of Responses:

1. The reported shares are represented by performance-based restricted stock units ("PSUs") for which the performance metric has been met and which vest in six equal quarterly installments beginning on August 15, 2025.

2. Each PSU represents a contingent right to receive one share of Issuer Class A common stock.

3. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of PSUs or restricted stock units ("RSUs"), as applicable.

4. The 20,111 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").

5. The shares are held of record by the Revocable Trust.

6. The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of the $156.00 Stock Price Goal and following the date of certification of achievement of the $156.00 Stock Price Goal, 21,888 PSUs became eligible to vest in six quarterly installments beginning on August 15, 2025. The remaining five separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $203.00 to $579.00.

7. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.

	/s/ Lindsey Cochran, by power of attorney	08/19/2025
	** 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.

FAQ

What did Cloudflare (NET) reporting person Matthew Prince disclose on this Form 4?

He disclosed that 21,888 performance-based restricted stock units became eligible to vest after certification of the $156.00 stock-price goal, with related tax-withholding and re-registration actions.

How many PSUs became eligible to vest and when do they vest?

21,888 PSUs became eligible to vest; they vest in six equal quarterly installments beginning 08/15/2025.

How many shares were withheld for taxes and at what price?

15,739 shares were withheld to satisfy tax withholding at an indicated price of $195.38 per share.

Were any shares re-registered and who holds them of record?

Yes. 20,111 shares issuable upon vesting were re-registered and are held of record by The Matthew Prince Revocable Trust, for which Matthew Prince is trustee.

Does this Form 4 show open-market sales by the reporting person?

No. The transactions reported reflect vesting (code M) and withholding for taxes (code F), not open-market sales.