NET Form 4: Matthew Prince Converts & Sells 157k Shares, Retains 6.9M Class B

Q: How many Cloudflare (NET) shares did CEO Matthew Prince sell?

He sold 157,152 Class A shares (52,384 per day from 8 – 10 July 2025).

Q: What prices were the NET shares sold at?

Weighted-average sale prices ranged from $181.74 to $195.46 across the three trading days.

Q: Was the sale executed under a 10b5-1 plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 plan adopted on 11 February 2025 .

Q: How many Class B shares does Matthew Prince still own after the transactions?

He indirectly holds 6,892,003 Class B shares , each convertible 1-for-1 into Class A shares.

Q: Why were Class B shares converted to Class A?

Class B shares were converted 1-for-1 to facilitate open-market sales; Class A is the publicly traded class.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) – Form 4 insider transaction

Between 7 July 2025 and 10 July 2025, CEO, Board Co-Chair and 10% owner Matthew Prince converted a total of 157,152 Class B shares (52,384 per day) into an equal number of Class A shares. Immediately after each daily conversion, all of the newly issued Class A shares were sold under a pre-arranged Rule 10b5-1 trading plan adopted on 11 February 2025.

7 Jul 2025: 52,384 shares sold at weighted-average prices ranging from $188.13–$194.75.
8 Jul 2025: 52,384 shares sold at weighted-average prices ranging from $192.25–$195.82.
9 Jul 2025: 52,384 shares sold at weighted-average prices ranging from $181.09–$194.43.

The transactions were effected indirectly through The Matthew Prince Revocable Trust. Following the sales, that trust reports 0 Class A shares. Prince continues to hold the majority of his economic interest through several trusts that collectively own 6,892,003 Class B shares (super-voting stock convertible 1-for-1 into Class A shares).

Because the sales were executed via a 10b5-1 plan, they are considered pre-scheduled and transparent; nevertheless, the divestiture of a meaningful block by the company’s chief executive may be interpreted by some investors as a modest negative signal. No company-level financial metrics were disclosed in this filing.

Positive

Pre-planned Rule 10b5-1 sales enhance transparency and reduce information-asymmetry risk for investors.
Conversion of Class B into Class A slightly reduces the proportion of super-voting shares, incrementally improving shareholder democracy.

Negative

CEO divested 157,152 shares over three days, a potential negative sentiment signal.
Increased share supply (all shares sold into the open market) may add short-term technical pressure on NET stock.

Insights

TL;DR: CEO sold 157k shares (~$29–$31 m) via 10b5-1, reducing Class A stake to zero but still holds 6.9 m Class B.

The three-day sequence shows precise one-for-one conversion and sale blocks, signalling liquidity-oriented portfolio management rather than an abrupt, discretionary disposal. While the absolute dollar value is sizeable, the remaining Class B position (≈7 m shares) preserves the CEO’s economic and voting exposure. Investors typically view ongoing 10b5-1 selling programs as neutral-to-slightly negative: neutral because they are pre-disclosed and rule-based, negative because they incrementally lift supply and can be interpreted as diminished short-term confidence. The filing is impactful mainly for sentiment and governance monitoring; it does not alter fundamentals.

TL;DR: Conversions dilute super-voting stock slightly; sale increases float, transparency upheld.

Prince’s daily conversions marginally decrease the outstanding Class B pool, incrementally reducing insider voting concentration—generally favourable for minority shareholders. Execution under a documented 10b5-1 plan meets best-practice standards, limiting litigation or optics risk. However, the optics of a CEO liquidating freshly converted shares can weigh on market perception. Overall governance effect is modest and neutral to company control dynamics.

07/10/2025 - 09:09 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)
07/08/2025

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	07/08/2025		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		1,617	D	$188.5538⁽⁴⁾	50,767	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		3,406	D	$190.0434⁽⁵⁾	47,361	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		7,720	D	$190.8419⁽⁶⁾	39,641	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		9,146	D	$192.0341⁽⁷⁾	30,495	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		20,748	D	$192.7255⁽⁸⁾	9,747	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		7,857	D	$193.9431⁽⁹⁾	1,890	I	See footnote⁽²⁾
Class A Common Stock	07/08/2025		S⁽³⁾		1,890	D	$194.5095⁽¹⁰⁾	0	I	See footnote⁽²⁾
Class A Common Stock	07/09/2025		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	07/09/2025		S⁽³⁾		3,599	D	$192.9445⁽¹¹⁾	48,785	I	See footnote⁽²⁾
Class A Common Stock	07/09/2025		S⁽³⁾		17,085	D	$193.8239⁽¹²⁾	31,700	I	See footnote⁽²⁾
Class A Common Stock	07/09/2025		S⁽³⁾		23,489	D	$194.7726⁽¹³⁾	8,211	I	See footnote⁽²⁾
Class A Common Stock	07/09/2025		S⁽³⁾		8,211	D	$195.4592⁽¹⁴⁾	0	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		8,622	D	$181.7368⁽¹⁵⁾	43,762	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		8,892	D	$182.4758⁽¹⁶⁾	34,870	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		10,276	D	$183.587⁽¹⁷⁾	24,594	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		7,868	D	$184.6074⁽¹⁸⁾	16,726	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		8,642	D	$185.4714⁽¹⁹⁾	8,084	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		1,222	D	$186.4026⁽²⁰⁾	6,862	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		1,106	D	$188.3391⁽²¹⁾	5,756	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		1,230	D	$189.4991⁽²²⁾	4,526	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		615	D	$190.3676⁽²³⁾	3,911	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		2,279	D	$191.7893⁽²⁴⁾	1,632	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		1,416	D	$192.4406⁽²⁵⁾	216	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		130	D	$193.41	86	I	See footnote⁽²⁾
Class A Common Stock	07/10/2025		S⁽³⁾		86	D	$194.425	0	I	See footnote⁽²⁾
Class A Common Stock								381,213	D

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⁾	07/08/2025		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	6,996,771	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	07/09/2025		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	6,944,387	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	07/10/2025		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	6,892,003	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	6,928,408		6,928,408	I	See footnote⁽²⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,060,000		1,060,000	I	See footnote⁽²⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,213,576		1,213,576	I	See footnote⁽²⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,374,621		2,374,621	I	See footnote⁽²⁹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	3,065,015		3,065,015	I	See footnote⁽³⁰⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	4,004,117		4,004,117	I	See footnote⁽³¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,000,000		2,000,000	I	See footnote⁽³²⁾

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 (the "Revocable Trust").

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 $188.125 to $189.00, 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 (25) 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 $189.35 to $190.335, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.35 to $191.32, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.385 to $192.38, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.385 to $193.37, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.39 to $194.38, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.39 to $194.75, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.25 to $193.24, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.25 to $194.24, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.25 to $195.24, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.25 to $195.82, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.09 to $182.085, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.09 to $183.0875, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.10 to $184.09, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.10 to $185.09, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.10 to $186.02, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.12 to $186.84, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.88 to $188.85, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.905 to $189.90, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.92 to $190.86, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.14 to $192.13, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.14 to $193.00, inclusive.

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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.

32. 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:

	/s/ Lindsey Cochran, by power of attorney	07/10/2025
	** 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: View Original Filing on SEC EDGAR

FAQ

How many Cloudflare (NET) shares did CEO Matthew Prince sell?

He sold 157,152 Class A shares (52,384 per day from 8 – 10 July 2025).

What prices were the NET shares sold at?

Weighted-average sale prices ranged from $181.74 to $195.46 across the three trading days.

Was the sale executed under a 10b5-1 plan?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 plan adopted on 11 February 2025.

How many Class B shares does Matthew Prince still own after the transactions?

He indirectly holds 6,892,003 Class B shares, each convertible 1-for-1 into Class A shares.

Why were Class B shares converted to Class A?

Class B shares were converted 1-for-1 to facilitate open-market sales; Class A is the publicly traded class.

Does the CEO still have voting control after these sales?

Yes. Despite the sale, the remaining Class B holdings continue to confer significant voting power.

NET Form 4: Matthew Prince Converts & Sells 157k Shares, Retains 6.9M Class B