NET Form 4: Matthew Prince converts Class B and sells Class A shares Aug 18–20, 2025
Filing Impact
Filing Sentiment
Form Type
4
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 18–20, 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’s indirect Class A holdings across August 18–20, 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 18–20, 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.
Insider Trade Summary
Net Seller: 156,616 shares ($30,702,464)
Net Sell
40 txns
Insider
Prince Matthew
Role
CEO & Board Co-Chair
Sold
156,616 shs ($30.70M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 52,384 | $0.00 | -- |
| Conversion | Class A Common Stock | 52,384 | $0.00 | -- |
| Sale | Class A Common Stock | 1,758 | $185.1148 | $325K |
| Sale | Class A Common Stock | 1,355 | $186.1179 | $252K |
| Sale | Class A Common Stock | 1,538 | $187.2915 | $288K |
| Sale | Class A Common Stock | 5,504 | $188.1758 | $1.04M |
| Sale | Class A Common Stock | 6,553 | $189.174 | $1.24M |
| Sale | Class A Common Stock | 11,555 | $190.3621 | $2.20M |
| Sale | Class A Common Stock | 7,423 | $191.085 | $1.42M |
| Sale | Class A Common Stock | 8,895 | $192.3887 | $1.71M |
| Sale | Class A Common Stock | 5,436 | $192.9936 | $1.05M |
| Sale | Class A Common Stock | 1,831 | $194.1883 | $356K |
| Conversion | Class B Common Stock | 52,384 | $0.00 | -- |
| Conversion | Class A Common Stock | 52,384 | $0.00 | -- |
| Sale | Class A Common Stock | 2,164 | $194.2773 | $420K |
| Sale | Class A Common Stock | 11,694 | $195.2275 | $2.28M |
| Sale | Class A Common Stock | 14,896 | $196.1136 | $2.92M |
| Sale | Class A Common Stock | 8,389 | $197.1323 | $1.65M |
| Sale | Class A Common Stock | 3,621 | $198.2483 | $718K |
| Sale | Class A Common Stock | 2,936 | $199.38 | $585K |
| Sale | Class A Common Stock | 3,105 | $200.3691 | $622K |
| Sale | Class A Common Stock | 4,125 | $201.2697 | $830K |
| Sale | Class A Common Stock | 1,416 | $202.024 | $286K |
| Sale | Class A Common Stock | 38 | $202.805 | $8K |
| Conversion | Class B Common Stock | 52,384 | $0.00 | -- |
| Conversion | Class A Common Stock | 52,384 | $0.00 | -- |
| Sale | Class A Common Stock | 2,825 | $197.1166 | $557K |
| Sale | Class A Common Stock | 10,212 | $198.0401 | $2.02M |
| Sale | Class A Common Stock | 3,108 | $198.7624 | $618K |
| Sale | Class A Common Stock | 7,870 | $200.3448 | $1.58M |
| Sale | Class A Common Stock | 10,756 | $200.9174 | $2.16M |
| Sale | Class A Common Stock | 11,319 | $202.12 | $2.29M |
| Sale | Class A Common Stock | 6,294 | $202.8857 | $1.28M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 6,734,851 shares (Indirect, See footnote);
Class A Common Stock — 72,495 shares (Indirect, See footnote)
Footnotes (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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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.
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 18–20, 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 4–29).