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

Rhea-AI Filing Summary

Matthew Prince, Cloudflare, Inc. CEO and Board Co-Chair and a >10% owner, reported multiple transactions in Class A and Class B common stock on 09/09/2025–09/11/2025. The filing shows conversions of Class B into Class A (32,273 shares on 09/09, 52,384 on 09/10 and 52,384 on 09/11) and aggregate disposals of 367,251 Class A shares sold under a Rule 10b5-1 trading plan adopted February 11, 2025. The sales were executed at weighted-average prices disclosed in footnotes, with ranges spanning approximately $214.96 to $230.00. Shares are held of record in various trusts for which Mr. Prince serves as trustee or investment advisor.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-scheduled transactions rather than ad hoc insider selling
• Detailed trust re-registration disclosures clarifying where shares are held and the reporting person’s trustee/advisor roles

Negative

• Total disposals of 367,251 Class A shares over three days, representing notable insider liquidity
• Wide price range of executed sales (footnotes show transaction prices from about $214.96 to $230.00), indicating sales at varying market levels

Insights

Securities Analyst

TL;DR: CEO Matthew Prince executed scheduled 10b5-1 conversions and sold 367,251 Class A shares over three days.

The Form 4 documents controlled conversions of Class B into Class A and the disposal of 367,251 Class A shares across 09/09–09/11/2025 under a previously adopted Rule 10b5-1 plan. Sales occurred at weighted-average prices detailed in footnotes with execution ranges from about $214.96 to $230.00. The transactions were effected through instruments and trusts where Mr. Prince serves as trustee or advisor, and the filing discloses the post-transaction beneficial ownership counts for affected lines. For investors, this is a clear disclosure of scheduled insider liquidity rather than an ad hoc sale.

Corporate Governance Expert

TL;DR: Insider used a pre-established 10b5-1 plan and reported conversions and trust-held positions consistently.

The filing shows adherence to an established Rule 10b5-1 trading plan adopted February 11, 2025, with detailed footnotes explaining re-registrations among multiple trusts and the reporting person’s trustee/advisor roles. Conversions of Class B to Class A are explicitly convertible one-for-one and have no expiration. The disclosure of record holders and re-registrations increases transparency around indirect holdings and trust structures, meeting Section 16 reporting expectations.

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).

X

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 & Board Co-Chair

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		C		32,273	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	09/09/2025		S(3)		7,384	D	$215.6155(4)	45,000	I	See footnote(2)
Class A Common Stock	09/09/2025		S(3)		18,614	D	$216.5147(5)	26,386	I	See footnote(2)
Class A Common Stock	09/09/2025		S(3)		12,766	D	$217.3709(6)	13,620	I	See footnote(2)
Class A Common Stock	09/09/2025		S(3)		13,247	D	$218.5127(7)	373	I	See footnote(2)
Class A Common Stock	09/09/2025		S(3)		373	D	$219.0273(8)	0	I	See footnote(2)
Class A Common Stock	09/10/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	09/10/2025		S(3)		4,530	D	$220.1332(9)	47,854	I	See footnote(2)
Class A Common Stock	09/10/2025		S(3)		10,261	D	$221.1028(10)	37,593	I	See footnote(2)
Class A Common Stock	09/10/2025		S(3)		19,587	D	$222.0394(11)	18,006	I	See footnote(2)
Class A Common Stock	09/10/2025		S(3)		13,372	D	$222.8863(12)	4,634	I	See footnote(2)
Class A Common Stock	09/10/2025		S(3)		3,192	D	$223.9205(13)	1,442	I	See footnote(2)
Class A Common Stock	09/10/2025		S(3)		1,442	D	$224.7188(14)	0	I	See footnote(2)
Class A Common Stock	09/11/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		4,582	D	$223.9809(15)	47,802	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		12,522	D	$224.9461(16)	35,280	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		11,736	D	$225.877(17)	23,544	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		7,422	D	$226.8701(18)	16,122	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		7,478	D	$227.9311(19)	8,644	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		6,418	D	$228.9521(20)	2,226	I	See footnote(2)
Class A Common Stock	09/11/2025		S(3)		2,226	D	$229.7364(21)	0	I	See footnote(2)
Class A Common Stock								367,251	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	09/09/2025		C			32,273	(1)	(1)	Class A Common Stock	32,273	$0	6,239,062(22)(23)	I	See footnote(2)
Class B Common Stock	(1)	09/10/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	6,186,678	I	See footnote(2)
Class B Common Stock	(1)	09/11/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	6,134,294	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,928,408		6,928,408	I	See footnote(24)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,060,000		1,060,000	I	See footnote(25)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,952,186		2,952,186(26)	I	See footnote(27)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	0		0(28)	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	3,103,644		3,103,644(31)	I	See footnote(32)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(33)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000(34)	I	See footnote(35)

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 $214.96 to $215.955, 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 (21) 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 $215.96 to $216.9575, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.96 to $217.955, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.96 to $218.95, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.98 to $219.07, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.51 to $220.50, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.51 to $221.505, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.51 to $222.5075, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.51 to $223.50, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.51 to $224.50, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.51 to $225.23, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.44 to $224.43, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.44 to $225.435, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.44 to $226.435, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.44 to $227.43, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.445 to $228.4425, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.45 to $229.445, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.45 to $230.00, inclusive.

22. Includes 636,011 shares previously reported as held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 dated August 14, 2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust 2") and 900,473 shares previously reported as held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated August 20, 2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust 2") which were re-registered on August 25, 2025 and are now held of record by the Revocable Trust.

23. Excludes 2,000,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 25, 2025 and are now held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust 2 dated August 11, 2025, for which the reporting person serves as co-trustee and investment advisor (the "2025 Annuity Trust 2").

24. 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.

25. 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.

26. Includes 1,738,610 shares previously reported as held of record by the 2023 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by The Prince 2021 Remainder Trust dated September 23, 2021, for which the reporting person serves as an investment advisor (the "2021 Remainder Trust").

27. The shares are held of record by the 2021 Remainder Trust.

28. Excludes 636,011 shares previously reported as held of record by the 2023 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by the Revocable Trust and 1,738,610 shares previously reported as held of record by the 2023 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by the 2021 Remainder Trust.

29. The shares are held of record by the 2023 Annuity Trust 2.

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. Excludes 900,473 shares previously reported as held of record by the 2024 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by the Revocable Trust.

32. The shares are held of record by the 2024 Annuity Trust 2.

33. 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.

34. Consists of 2,000,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 25, 2025 and are now held of record by the 2025 Annuity Trust 2.

35. The shares are held of record by the 2025 Annuity Trust 2.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	09/11/2025
	** 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

Who filed this Form 4 for Cloudflare (NET)?

The Form 4 was filed by Matthew Prince, CEO & Board Co-Chair of Cloudflare and a >10% owner.

How many Cloudflare shares did Matthew Prince sell on these dates?

The filing reports aggregate disposals of 367,251 Class A shares sold between 09/09/2025 and 09/11/2025.

Were the sales part of a pre-arranged plan?

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

Did the filing include conversions of Class B to Class A shares?

Yes. The filing shows conversions of Class B into Class A: 32,273 on 09/09/2025, 52,384 on 09/10/2025 and 52,384 on 09/11/2025.

What price ranges were the shares sold at?

Footnotes disclose weighted-average prices with execution ranges approximately from $214.96 to $230.00 across the transactions.