NET Insider Activity: Matthew Prince Converts Class B, Sells 367K Class A Shares
Filing Impact
Filing Sentiment
Form Type
4
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
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.
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.
Insider Trade Summary
Net Seller: 157,152 shares ($34,870,915)
Net Sell
33 txns
Insider
Prince Matthew
Role
CEO & Board Co-Chair
Sold
157,152 shs ($34.87M)
| 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 | 4,582 | $223.9809 | $1.03M |
| Sale | Class A Common Stock | 12,522 | $224.9461 | $2.82M |
| Sale | Class A Common Stock | 11,736 | $225.877 | $2.65M |
| Sale | Class A Common Stock | 7,422 | $226.8701 | $1.68M |
| Sale | Class A Common Stock | 7,478 | $227.9311 | $1.70M |
| Sale | Class A Common Stock | 6,418 | $228.9521 | $1.47M |
| Sale | Class A Common Stock | 2,226 | $229.7364 | $511K |
| Conversion | Class B Common Stock | 52,384 | $0.00 | -- |
| Conversion | Class A Common Stock | 52,384 | $0.00 | -- |
| Sale | Class A Common Stock | 4,530 | $220.1332 | $997K |
| Sale | Class A Common Stock | 10,261 | $221.1028 | $2.27M |
| Sale | Class A Common Stock | 19,587 | $222.0394 | $4.35M |
| Sale | Class A Common Stock | 13,372 | $222.8863 | $2.98M |
| Sale | Class A Common Stock | 3,192 | $223.9205 | $715K |
| Sale | Class A Common Stock | 1,442 | $224.7188 | $324K |
| Conversion | Class B Common Stock | 32,273 | $0.00 | -- |
| Conversion | Class A Common Stock | 32,273 | $0.00 | -- |
| Sale | Class A Common Stock | 7,384 | $215.6155 | $1.59M |
| Sale | Class A Common Stock | 18,614 | $216.5147 | $4.03M |
| Sale | Class A Common Stock | 12,766 | $217.3709 | $2.77M |
| Sale | Class A Common Stock | 13,247 | $218.5127 | $2.89M |
| Sale | Class A Common Stock | 373 | $219.0273 | $82K |
| 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 | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 6,134,294 shares (Indirect, See footnote);
Class A Common Stock — 52,384 shares (Indirect, See footnote);
Class A Common Stock — 367,251 shares (Direct)
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 "Revocable Trust"). 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 $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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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"). 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. 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"). The shares are held of record by the 2021 Remainder Trust. 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. The shares are held of record by the 2023 Annuity Trust 2. 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. 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. The shares are held of record by the 2024 Annuity Trust 2. 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. 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. The shares are held of record by the 2025 Annuity Trust 2.
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.
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.