Cloudflare (NET) CEO Matthew Prince sells 13,618 shares via 10b5‑1 plan, keeps 406,811

Rhea-AI Filing Summary

Cloudflare, Inc. CEO and Board Co‑Chair Matthew Prince reported pre‑planned insider sales of 13,618 shares of Class A Common Stock. The shares were sold on March 18, 2026 in open‑market transactions by The Matthew Prince Revocable Trust, for which he serves as trustee, at weighted average prices around the high‑$220 range per share.

The filing notes these sales were executed under a Rule 10b5‑1 trading plan adopted on February 11, 2025, indicating they were scheduled in advance. Following these transactions, he continues to hold 406,811 shares of Class A Common Stock directly as of March 16, 2026, reflecting a substantial remaining stake.

Insights

Equity analyst

Pre‑planned trust sales reduce signal; CEO keeps large direct stake.

Matthew Prince, Cloudflare’s CEO and Board Co‑Chair, reported sales totaling 13,618 Class A shares on March 18, 2026. The transactions were executed by a revocable trust associated with him at weighted average prices in the $226.68–$228.90 range.

The filing specifies that the sales were carried out under a Rule 10b5‑1 trading plan adopted on February 11, 2025. Such plans are established in advance, so the timing of these trades generally carries less informational value about management’s near‑term view of the stock.

After these sales, Prince is shown holding 406,811 Class A shares directly as of March 16, 2026, indicating he retains a substantial equity position. No derivative positions are listed as outstanding in this filing, suggesting the reported activity relates only to common stock rather than option exercises.

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 TEXAS 78702

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/18/2026		S(1)		4,684	D	$227.187(2)	8,934	I	See footnote(3)
Class A Common Stock	03/18/2026		S(1)		8,474	D	$228.0822(4)	460	I	See footnote(3)
Class A Common Stock	03/18/2026		S(1)		460	D	$228.79(5)	0	I	See footnote(3)
Class A Common Stock								406,811	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 $226.68 to $227.66, 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 (2) and (4) through (5) to this Form 4.

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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.68 to $228.65, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.68 to $228.90, inclusive.

Remarks:

This Form 4 is the second of two forms being filed to report transactions by the reporting person occurring on March 16, 2026 through March 18, 2026.

	/s/ Chad Skinner, by power of attorney	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Cloudflare (NET) disclose for Matthew Prince?

Cloudflare disclosed that CEO and Board Co‑Chair Matthew Prince reported selling 13,618 shares of Class A Common Stock. The shares were sold in open‑market transactions by his revocable trust on March 18, 2026 at weighted average prices in the high‑$220 range.

Were Matthew Prince’s Cloudflare (NET) share sales pre‑planned under a Rule 10b5‑1 plan?

Yes. The filing states the sales were executed under a Rule 10b5‑1 trading plan adopted on February 11, 2025. Such plans schedule trades in advance, so the timing of these transactions is typically viewed as routine portfolio management rather than a discretionary market‑timing decision.

At what prices were the Cloudflare (NET) shares sold in Matthew Prince’s recent Form 4?

The reported sales used weighted average prices, with transactions occurring between $226.68 and $228.90 per share. Individual trades fell within narrower ranges disclosed in the footnotes, reflecting multiple executions throughout the trading day at slightly different price levels.

How many Cloudflare (NET) shares does Matthew Prince still hold after these sales?

After the reported transactions, Matthew Prince is shown as directly holding 406,811 shares of Cloudflare Class A Common Stock as of March 16, 2026. The indirect holding through his revocable trust was reduced to zero by the March 18, 2026 sales.

Who actually held the Cloudflare (NET) shares sold in Matthew Prince’s Form 4 filing?

The sold shares were held by The Matthew Prince Revocable Trust dated October 29, 2015. The filing notes that Prince serves as trustee of this trust, so the transactions are reported as his indirect ownership activity associated with that trust entity.

Does the Form 4 show any Cloudflare (NET) option exercises or derivatives for Matthew Prince?

No derivative transactions are listed in this Form 4. The activity consists solely of non‑derivative Class A Common Stock sales by the revocable trust, along with a direct share holding line showing 406,811 shares held directly as of March 16, 2026.