Cloudflare (NET) CEO Matthew Prince details tax-withheld shares and trust-held units

Rhea-AI Filing Summary

Cloudflare, Inc. CEO Matthew Prince reported a tax-related share disposition and updated equity holdings. On this Form 4, 16,587 shares of Class A common stock were withheld at $195.85 per share to cover his tax liability arising from the vesting of performance-based and time-based restricted stock units. After this tax-withholding disposition, he directly owned 406,811 shares of Class A common stock. An additional 22,911 shares issuable upon vesting and settlement of PSUs and RSUs were re-registered and are now held through The Matthew Prince Revocable Trust dated October 29, 2015, for which he serves as trustee.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	16,587	$195.85	$3.25M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 406,811 shares (Direct); Class A Common Stock — 22,911 shares (Indirect, See footnote)

Footnotes (1)

1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of performance-based restricted stock units ("PSUs") or restricted stock units ("RSUs"), as applicable. The 22,911 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). The shares are held of record by the Revocable Trust.

Form 4 Insider Transactions: What Each Field Means →

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
02/15/2026

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	02/15/2026		F(1)		16,587	D	$195.85	406,811(2)	D
Class A Common Stock								22,911	I	See footnote(3)

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 shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of performance-based restricted stock units ("PSUs") or restricted stock units ("RSUs"), as applicable.

2. The 22,911 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").

3. The shares are held of record by the Revocable Trust.

Remarks:

	/s/ Chad Skinner, by power of attorney	02/18/2026
	** 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.

FAQ

What did Cloudflare (NET) CEO Matthew Prince report in this Form 4?

Matthew Prince reported a tax-withholding share disposition and a change in how certain equity awards are held. Shares were withheld to satisfy tax obligations on vesting PSUs and RSUs, and additional units were re-registered into his revocable trust.

How many Cloudflare (NET) shares were withheld for Matthew Prince’s taxes?

16,587 shares of Cloudflare Class A common stock were withheld to satisfy Matthew Prince’s tax liability. The withholding was tied to the vesting of performance-based and restricted stock units and priced at $195.85 per share, according to the Form 4.

How many Cloudflare (NET) shares does Matthew Prince own directly after this filing?

After the reported tax-withholding disposition, Matthew Prince directly owned 406,811 shares of Cloudflare Class A common stock. This figure reflects his holdings following the withholding of 16,587 shares to cover tax obligations related to vesting equity awards.

What happened to the 22,911 Cloudflare (NET) PSUs and RSUs mentioned in the Form 4?

22,911 shares issuable upon vesting and settlement of PSUs and RSUs were re-registered into The Matthew Prince Revocable Trust. The trust now holds these interests, and Matthew Prince serves as trustee, meaning the units are held indirectly through the trust structure.

Was Matthew Prince’s Cloudflare (NET) transaction an open-market stock sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy Matthew Prince’s tax liability upon vesting of performance-based and restricted stock units, rather than being sold on the open market.

How is Matthew Prince’s revocable trust involved with his Cloudflare (NET) holdings?

The Form 4 states that 22,911 shares issuable from PSUs and RSUs were re-registered and are now held by The Matthew Prince Revocable Trust. The trust holds these interests of record, and Matthew Prince serves as trustee, reflecting indirect ownership through this entity.