Cloudflare (NYSE: NET) CEO trust share sales and conversions detailed

Rhea-AI Filing Summary

Cloudflare, Inc. CEO Matthew Prince reported trust-related share conversions and sales. Over February 24–26, trusts for which he serves as trustee or investment advisor converted multiple blocks of 52,384 Class B shares into Class A shares at no cost, on a one-to-one basis.

Across the same period, those trusts sold a total of 157,152 Class A shares in a series of open-market trades at weighted average prices generally in the $159–$177 range, executed under a pre-arranged Rule 10b5-1 trading plan adopted on February 11, 2025. Following these transactions, indirect holdings included 4,876,314 Class B shares and 22,911 Class A shares, in addition to 406,811 Class A shares held directly.

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)
02/24/2026

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	02/24/2026		C		52,384	A	(1)	75,295	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		595	D	$160.1678(4)	74,700	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		2,242	D	$161.9865(5)	72,458	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		5,917	D	$162.8151(6)	66,541	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		21,363	D	$163.8467(7)	45,178	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		14,813	D	$164.6557(8)	30,365	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		5,340	D	$165.8132(9)	25,025	I	See footnote(2)
Class A Common Stock	02/24/2026		S(3)		2,114	D	$166.6586(10)	22,911	I	See footnote(2)
Class A Common Stock	02/25/2026		C		52,384	A	(1)	75,295	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		2,645	D	$163.2907(11)	72,650	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		1,411	D	$164.505(12)	71,239	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		821	D	$165.3103(13)	70,418	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		5,562	D	$166.6794(14)	64,856	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		6,641	D	$167.5226(15)	58,215	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		8,657	D	$168.7094(16)	49,558	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		6,032	D	$169.4587(17)	43,526	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		5,480	D	$170.8155(18)	38,046	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		11,904	D	$171.5207(19)	26,142	I	See footnote(2)
Class A Common Stock	02/25/2026		S(3)		3,231	D	$172.5468(20)	22,911	I	See footnote(2)
Class A Common Stock	02/26/2026		C		52,384	A	(1)	75,295	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		4,097	D	$171.1086(21)	71,198	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		8,393	D	$171.9769(22)	62,805	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		5,926	D	$173.0618(23)	56,879	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		15,648	D	$174.1765(24)	41,231	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		14,454	D	$174.8496(25)	26,777	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		3,468	D	$175.9376(26)	23,309	I	See footnote(2)
Class A Common Stock	02/26/2026		S(3)		398	D	$177.039(27)	22,911	I	See footnote(2)
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
Class B Common Stock	(1)	02/24/2026		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	4,981,082	I	See footnote(2)
Class B Common Stock	(1)	02/25/2026		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	4,928,698	I	See footnote(2)
Class B Common Stock	(1)	02/26/2026		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	4,876,314	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,928,408		6,928,408	I	See footnote(28)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,060,000		1,060,000	I	See footnote(29)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,951,829		2,951,829	I	See footnote(30)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,065,015		3,065,015	I	See footnote(31)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,103,644		3,103,644	I	See footnote(32)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(33)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(34)

Explanation of Responses:

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.

2. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.62 to $160.605, inclusive. The reporting person undertakes to provide to 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 (27) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.29 to $162.27, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.29 to $163.27, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.295 to $164.29, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.295 to $165.28, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.30 to $166.295, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.325 to $167.14, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.88 to $163.87, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.00 to $164.88, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.005 to $165.925, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.05 to $167.045, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.065 to $168.06, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.10 to $169.09, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.10 to $170.095, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.105 to $171.10, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.12 to $172.10, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.125 to $172.995, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.505 to $171.50, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.515 to $172.495, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.535 to $173.53, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.54 to $174.535, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.54 to $175.52, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.575 to $176.45, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.60 to $177.285, inclusive.

28. 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.

29. 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.

30. The shares are held of record by The Prince 2021 Remainder Trust dated September 23, 2021, for which the reporting person serves as an investment advisor.

31. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated May 20, 2024, for which the reporting person serves as co-trustee and investment advisor.

32. The shares are 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.

33. The shares are held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust dated May 10, 2025, for which the reporting person serves as an investment advisor.

34. The shares are 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.

	/s/ Chad Skinner, by power of attorney	02/26/2026
	** 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 insider transactions did Cloudflare (NET) report for Matthew Prince?

Cloudflare reported that trusts associated with CEO Matthew Prince converted several 52,384-share blocks of Class B into Class A, then sold 157,152 Class A shares in open-market trades over February 24–26, 2026, under a Rule 10b5-1 trading plan.

How many Cloudflare (NET) shares were sold in these Form 4 transactions?

The filing shows 157,152 shares of Cloudflare Class A Common Stock were sold. These sales occurred through multiple open-market transactions over three days, with weighted average prices generally between about $159 and $177 per share, executed by trusts linked to Matthew Prince.

What share conversions were disclosed for Cloudflare (NET) in this Form 4?

The Form 4 discloses repeated conversions of 52,384 shares of Cloudflare Class B Common Stock into 52,384 Class A shares on each of February 24, 25, and 26, 2026. Each Class B share converts into one Class A share at the reporting person’s election, with no expiration date.

Were Cloudflare (NET) CEO share sales under a 10b5-1 plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by Matthew Prince on February 11, 2025. Such plans pre-schedule trades, allowing insiders to sell shares over time according to predetermined instructions.

What Cloudflare (NET) shares does Matthew Prince hold after these transactions?

After the reported trades, indirect holdings disclosed include 4,876,314 Class B shares and 22,911 Class A shares across various trusts. Additionally, the filing lists 406,811 Class A shares held directly, reflecting his continuing equity stake in Cloudflare after these transactions.

How are the Cloudflare (NET) shares held by Matthew Prince’s trusts structured?

The filing notes multiple trusts, including the Matthew Prince Revocable Trust and several family and grantor retained annuity trusts. Matthew Prince is described as trustee, co-trustee, or investment advisor for these entities, which hold the reported Class A and Class B shares of Cloudflare.