Cloudflare (NYSE: NET) CEO trusts sell 71,174 Class A shares and convert Class B stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. CEO and board co-chair Matthew Prince reported a series of indirect transactions in company stock. Trusts associated with him sold a total of 71,174 shares of Class A Common Stock in open-market trades on July 1–2, 2026 at weighted average prices generally between about $239 and $252 per share, according to detailed price ranges in multiple footnotes. These sales were carried out under a Rule 10b5-1 trading plan adopted on February 26, 2026, meaning they were pre-arranged. On the same dates, the trusts also converted 71,174 shares of Class B Common Stock into Class A Common Stock, and continue to hold large indirect Class B positions that are convertible into Class A on a one-to-one basis with no expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 71,174 shares ($17,600,256)
Net Sell
37 txns
Insider
Prince Matthew
Role
CEO & Board Co-Chair
Sold
71,174 shs ($17.60M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 18,752 | $0.00 | -- |
| Conversion | Class A Common Stock | 18,752 | $0.00 | -- |
| Sale | Class A Common Stock | 3,447 | $239.8376 | $827K |
| Sale | Class A Common Stock | 3,219 | $240.8008 | $775K |
| Sale | Class A Common Stock | 5,716 | $241.8625 | $1.38M |
| Sale | Class A Common Stock | 2,251 | $242.5528 | $546K |
| Sale | Class A Common Stock | 380 | $243.8661 | $93K |
| Sale | Class A Common Stock | 1,466 | $244.9359 | $359K |
| Sale | Class A Common Stock | 934 | $245.955 | $230K |
| Sale | Class A Common Stock | 1,262 | $246.8867 | $312K |
| Sale | Class A Common Stock | 77 | $247.4453 | $19K |
| Conversion | Class B Common Stock | 18,787 | $0.00 | -- |
| Conversion | Class B Common Stock | 33,635 | $0.00 | -- |
| Conversion | Class A Common Stock | 18,787 | $0.00 | -- |
| Sale | Class A Common Stock | 428 | $245.4618 | $105K |
| Sale | Class A Common Stock | 1,905 | $246.5239 | $470K |
| Sale | Class A Common Stock | 2,378 | $247.5078 | $589K |
| Sale | Class A Common Stock | 2,178 | $248.5429 | $541K |
| Sale | Class A Common Stock | 6,173 | $249.5082 | $1.54M |
| Sale | Class A Common Stock | 4,320 | $250.414 | $1.08M |
| Sale | Class A Common Stock | 1,366 | $251.2783 | $343K |
| Sale | Class A Common Stock | 39 | $252.1447 | $10K |
| Conversion | Class A Common Stock | 33,635 | $0.00 | -- |
| Sale | Class A Common Stock | 542 | $244.8892 | $133K |
| Sale | Class A Common Stock | 1,740 | $246.0622 | $428K |
| Sale | Class A Common Stock | 4,012 | $246.9923 | $991K |
| Sale | Class A Common Stock | 4,046 | $247.9643 | $1.00M |
| Sale | Class A Common Stock | 7,053 | $249.1363 | $1.76M |
| Sale | Class A Common Stock | 10,806 | $249.992 | $2.70M |
| Sale | Class A Common Stock | 5,098 | $250.9601 | $1.28M |
| Sale | Class A Common Stock | 338 | $251.8498 | $85K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 4,258,628 shares (Indirect, See footnote);
Class A Common Stock — 18,752 shares (Indirect, See footnote)
Footnotes (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. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2026. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.81 to $245.79, 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 (4) through (11) and (13) through (29) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.00 to $246.9775, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.02 to $248.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.02 to $249.01, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.02 to $250.015, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.04 to $251.035, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.0425 to $251.98, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.08 to $252.245, inclusive. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.495 to $245.3325, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.50 to $246.455, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.50 to $247.495, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.50 to $248.495, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.50 to $249.4875, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.50 to $250.485, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.50 to $251.495, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $251.50 to $252.245, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $239.31 to $240.3075, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.31 to $241.30, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.31 to $242.3075, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.31 to $243.255, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.355 to $244.31, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.40 to $245.395, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.4175 to $246.415, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.42 to $247.37, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.44 to $247.485, inclusive. 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. 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. 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. 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. 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. 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.
Key Figures
Class A shares sold: 71,174 shares
Net share direction: 71,174 net shares sold
Shares converted to Class A: 71,174 shares
+4 more
7 metrics
Class A shares sold
71,174 shares
Total open-market sales reported for July 1–2, 2026
Net share direction
71,174 net shares sold
transactionSummary netBuySellShares, net-sell
Shares converted to Class A
71,174 shares
Conversion of Class B into Class A Common Stock
Example sale price range
$239.31–$240.3075
One weighted average price range from footnote F21
Highest reported sale range
$252.08–$252.245
Weighted average price range from footnote F11
Largest remaining derivative block
6,928,408 underlying shares
Class B Common Stock convertible to Class A, indirect
Rule 10b5-1 plan adoption date
February 26, 2026
Footnote stating trades were under pre-arranged plan
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, Revocable Trust, Grantor Retained Annuity Trust, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2026."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Revocable Trust financial
"The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee."
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.
Grantor Retained Annuity Trust financial
"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."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.81 to $245.79, inclusive."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
FAQ
What did Cloudflare (NET) CEO Matthew Prince report in this Form 4?
Matthew Prince reported indirect trust-related trades in Cloudflare stock. Trusts associated with him sold 71,174 Class A shares in open-market transactions and converted an equal number of Class B shares into Class A, while retaining significant Class B holdings.
Was Matthew Prince’s Cloudflare stock sale under a Rule 10b5-1 plan?
Yes. A footnote states the sale was effected under a Rule 10b5-1 trading plan adopted on February 26, 2026. Such plans pre-schedule trades, indicating these transactions were planned in advance rather than timed discretionarily to short-term market movements.