Cloudflare (NYSE: NET) CEO has shares withheld to cover vesting taxes

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) reported that CEO and Board Co-Chair Matthew Prince had 19,937 shares of Class A Common Stock withheld on 2026-08-15 to satisfy tax liabilities arising from the vesting of performance-based and time-based stock units. This code F transaction was not an open-market sale. Following the withholding, he held 315,300 shares directly. An additional 25,570 shares are held indirectly through The Matthew Prince Revocable Trust, which holds those shares of record.

Insider Trade Summary

Net Seller: 19,937 shares

Net Sell 2 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1, F2	19,937	$315.78	$6.30M
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 315,300 shares (Direct); Class A Common Stock — 25,570 shares (Indirect, See footnote)

Footnotes (3)

1. F1. 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. F2. The 25,570 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. F3. The shares are held of record by the Revocable Trust.

Key Figures

Shares withheld for taxes: 19,937 shares Withholding reference price: $315.78 per share Direct holdings after transaction: 315,300 shares +2 more

5 metrics

Shares withheld for taxes 19,937 shares Class A Common Stock withheld on 2026-08-15 to satisfy tax liability (code F)

Withholding reference price $315.78 per share Price used for the 19,937-share tax-withholding disposition

Direct holdings after transaction 315,300 shares Class A Common Stock held directly by Matthew Prince following the 2026-08-15 transaction

Indirect trust holdings 25,570 shares Shares of record held by The Matthew Prince Revocable Trust as reported in the holding entry

Shares tied to PSU/RSU vesting and re-registration 25,570 shares Shares issuable upon vesting and settlement of PSUs and RSUs that were re-registered and held by the Revocable Trust

Key Terms

performance-based restricted stock units ("PSUs"), restricted stock units ("RSUs"), Revocable Trust, withheld to satisfy the reporting person's tax liability

4 terms

performance-based restricted stock units ("PSUs") financial

"in connection with the vesting of performance-based restricted stock units ("PSUs")"

restricted stock units ("RSUs") financial

"in connection with the vesting of performance-based restricted stock units ("PSUs") or restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Revocable Trust financial

"now held directly by The Matthew Prince Revocable Trust dated October 29, 2015"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

withheld to satisfy the reporting person's tax liability financial

"The shares were withheld to satisfy the reporting person's tax liability in connection"

FAQ

What insider transaction did Cloudflare (NET) report for Matthew Prince on August 15, 2026?

Cloudflare reported that Matthew Prince had 19,937 shares of Class A Common Stock withheld on 2026-08-15 to satisfy tax liabilities related to vesting PSUs and RSUs, a non-open-market code F disposition.

Was the August 15, 2026 Cloudflare (NET) insider transaction an open-market sale?

No. The filing states the 19,937 shares were withheld to satisfy tax liability upon vesting of PSUs and RSUs, which is reported under code F and not as a market sale or purchase.

How many Cloudflare (NET) shares does Matthew Prince hold directly after this Form 4 event?

After the tax-withholding event, Matthew Prince held 315,300 shares of Cloudflare Class A Common Stock directly, as reported in the post-transaction holdings column of the Form 4 for the 2026-08-15 transaction.

What indirect Cloudflare (NET) holdings are reported for Matthew Prince’s Revocable Trust?

The Form 4 reports 25,570 shares of Cloudflare Class A Common Stock held indirectly, of record by The Matthew Prince Revocable Trust, for which he serves as trustee, according to the ownership footnote.

What do the PSUs and RSUs mentioned in the Cloudflare (NET) Form 4 represent?

The PSUs and RSUs are equity awards that vest into shares of Cloudflare stock. The filing notes that shares from vesting PSUs and RSUs triggered tax withholding and that 25,570 such shares were re-registered and held by the Revocable Trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:58 PM Accepted by SEC EDGAR 08/18/2026 - 04:57 PM Learn about SEC filing dates

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).

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)
08/15/2026

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	08/15/2026		F(1)		19,937	D	$315.78	315,300(2)	D
Class A Common Stock								25,570	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 25,570 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/ Charlotte Bowe, by power of attorney	08/18/2026
	** 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)