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

NET Form 4: Matthew Prince executes 10b5-1 sale of Cloudflare stock

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Matthew Prince, Cloudflare, Inc. (NET) CEO and Board Co-Chair, reported an insider sale under a pre-established trading plan. The Form 4 shows 536 shares of Class A common stock sold on 08/20/2025 at a weighted-average price of $194.8356 per share. The reporting person states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on February 11, 2025. Following the reported transactions the filing indicates the reporting person (indirectly through a revocable trust) beneficially owns 20,111 shares. The Form discloses that the shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which he serves as trustee.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Insider sale of 536 shares executed under a 10b5-1 plan; disclosure is routine and non-informative about company fundamentals.

The filing reports a small, pre-planned disposition by the CEO and board co-chair executed under a Rule 10b5-1 plan adopted February 11, 2025. The sale quantity (536 shares) and the stated weighted-average price ($194.8356) are explicitly disclosed. The report also clarifies ownership is indirect via a revocable trust. This is a standard compliance disclosure that documents the mechanics of an insider sale rather than conveying new operational or financial information about Cloudflare.

TL;DR: Proper use of a 10b5-1 plan and detailed price disclosure reflect governance and SEC-compliance practices.

The reporting person checked the box indicating transactions were pursuant to a 10b5-1 plan and provided the plan adoption date and weighted-average sale price range. The form includes trustee and trust details to clarify indirect ownership, and is signed via power of attorney. From a governance perspective, this disclosure meets standard transparency expectations for insider transactions.

Insider Prince Matthew
Role CEO & Board Co-Chair
Sold 536 shs ($104K)
Type Security Shares Price Value
Sale Class A Common Stock 536 $194.8356 $104K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 20,111 shares (Indirect, See footnote); Class A Common Stock — 367,251 shares (Direct)
Footnotes (1)
  1. 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 $194.77 to $194.935, 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. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
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FAQ

What did Matthew Prince (NET) report on this Form 4?
The Form 4 reports that Matthew Prince sold 536 shares of Cloudflare Class A common stock on 08/20/2025 at a weighted-average price of $194.8356 per share.

Was the sale by Matthew Prince part of a 10b5-1 trading plan?
Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on February 11, 2025.

How many Cloudflare shares does Matthew Prince beneficially own after the reported transactions?
Following the reported transaction(s) the filing shows the reporting person beneficially owns 20,111 shares indirectly.

How is Matthew Prince’s ownership held?
The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which he serves as trustee.

Does the Form 4 indicate the range of prices at which the shares were sold?
Yes. The filing explains the shares were sold in multiple transactions at prices ranging from $194.77 to $194.935, inclusive.
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)
08/18/2025
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 08/20/2025 S(1) 536 D $194.8356(2) 20,111 I See footnote(3)
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
Explanation of Responses:
1. 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.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.77 to $194.935, 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.
3. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
Remarks:
This Form 4 is the second of two forms being filed to report transactions by the reporting person occurring on August 18, 2025 through August 20, 2025.
/s/ Lindsey Cochran, by power of attorney 08/20/2025
** 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