NET insider: CEO trades via 10b5-1 after Class B conversions

Rhea-AI Filing Summary

Cloudflare (NET) insider activity: The CEO and Board Co‑Chair, a 10% owner, converted 52,384 Class B shares into Class A on each of 10/14/2025, 10/15/2025, and 10/16/2025, then sold the converted shares in multiple tranches pursuant to a Rule 10b5‑1 trading plan adopted on 02/11/2025.

Sales were executed at weighted average prices within disclosed ranges, from $209.32 to $224.93 across the three days. The shares were held indirectly by The Matthew Prince Revocable Trust. Each Class B share is convertible into one Class A share and has no expiration date.

Insights

Insider transactions analyst

CEO converted and sold 157,152 shares via a preset 10b5-1 plan.

The filing lists three conversions of 52,384 Class B shares into Class A on 10/14/2025, 10/15/2025, and 10/16/2025, followed by same‑day open‑market sales. This activity was conducted under a Rule 10b5‑1 plan adopted on 02/11/2025, indicating pre‑arranged instructions.

Execution prices are disclosed as weighted averages with ranges from $209.32 to $224.93. The shares were indirectly held by the Matthew Prince Revocable Trust. Actual impact depends on ongoing holder decisions and broader float; the filing does not state proceeds use by the issuer.

Watch subsequent Forms 4 for additional conversions or sales and updated beneficial ownership figures over time.

Insider Trade Summary

Net Seller: 157,045 shares ($34,052,989)

Net Sell 40 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Sold 157,045 shs ($34.05M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	52,384	$0.00	--
Conversion	Class A Common Stock	52,384	$0.00	--
Sale	Class A Common Stock	2,217	$209.961	$465K
Sale	Class A Common Stock	9,422	$210.9754	$1.99M
Sale	Class A Common Stock	17,289	$211.7756	$3.66M
Sale	Class A Common Stock	2,174	$212.7143	$462K
Sale	Class A Common Stock	1,291	$213.7109	$276K
Sale	Class A Common Stock	1,553	$215.0161	$334K
Sale	Class A Common Stock	1,921	$215.7146	$414K
Sale	Class A Common Stock	4,352	$217.1325	$945K
Sale	Class A Common Stock	6,728	$218.0591	$1.47M
Sale	Class A Common Stock	1,777	$219.0353	$389K
Sale	Class A Common Stock	3,553	$220.0077	$782K
Conversion	Class B Common Stock	52,384	$0.00	--
Conversion	Class A Common Stock	52,384	$0.00	--
Sale	Class A Common Stock	5,906	$218.0313	$1.29M
Sale	Class A Common Stock	7,514	$219.2995	$1.65M
Sale	Class A Common Stock	13,364	$220.0327	$2.94M
Sale	Class A Common Stock	5,005	$221.1525	$1.11M
Sale	Class A Common Stock	5,476	$222.1096	$1.22M
Sale	Class A Common Stock	8,696	$223.2043	$1.94M
Sale	Class A Common Stock	5,664	$223.9679	$1.27M
Sale	Class A Common Stock	759	$224.8223	$171K
Conversion	Class B Common Stock	52,384	$0.00	--
Conversion	Class A Common Stock	52,384	$0.00	--
Sale	Class A Common Stock	1,244	$211.335	$263K
Sale	Class A Common Stock	1,906	$211.9726	$404K
Sale	Class A Common Stock	2,734	$213.2769	$583K
Sale	Class A Common Stock	4,835	$214.1933	$1.04M
Sale	Class A Common Stock	13,080	$215.28	$2.82M
Sale	Class A Common Stock	18,485	$216.1322	$4.00M
Sale	Class A Common Stock	9,693	$217.0643	$2.10M
Sale	Class A Common Stock	407	$217.7449	$89K
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	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 5,977,142 shares (Indirect, See footnote); Class A Common Stock — 52,384 shares (Indirect, See footnote)

Footnotes (1)

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 "Revocable Trust"). 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.565 to $211.56, 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 (30) 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 $211.57 to $212.54, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.655 to $213.65, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.665 to $214.66, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.68 to $215.675, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.68 to $216.675, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.68 to $217.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.70 to $217.87, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.63 to $218.62, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.64 to $219.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.64 to $220.625, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.64 to $221.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.64 to $222.635, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.65 to $223.645, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.65 to $224.63, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.65 to $224.93, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.32 to $210.305, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.32 to $211.315, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.33 to $212.32, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.33 to $213.29, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.335 to $214.13, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.45 to $215.41, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.46 to $216.35, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.54 to $217.50, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.54 to $218.51, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.54 to $219.53, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.54 to $220.48, 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 Prince 2021 Remainder Trust dated September 23, 2021, 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.

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
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)
10/14/2025

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	10/14/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		1,244	D	$211.335(4)	51,140	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		1,906	D	$211.9726(5)	49,234	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		2,734	D	$213.2769(6)	46,500	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		4,835	D	$214.1933(7)	41,665	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		13,080	D	$215.28(8)	28,585	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		18,485	D	$216.1322(9)	10,100	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		9,693	D	$217.0643(10)	407	I	See footnote(2)
Class A Common Stock	10/14/2025		S(3)		407	D	$217.7449(11)	0	I	See footnote(2)
Class A Common Stock	10/15/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		5,906	D	$218.0313(12)	46,478	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		7,514	D	$219.2995(13)	38,964	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		13,364	D	$220.0327(14)	25,600	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		5,005	D	$221.1525(15)	20,595	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		5,476	D	$222.1096(16)	15,119	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		8,696	D	$223.2043(17)	6,423	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		5,664	D	$223.9679(18)	759	I	See footnote(2)
Class A Common Stock	10/15/2025		S(3)		759	D	$224.8223(19)	0	I	See footnote(2)
Class A Common Stock	10/16/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		2,217	D	$209.961(20)	50,167	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		9,422	D	$210.9754(21)	40,745	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		17,289	D	$211.7756(22)	23,456	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		2,174	D	$212.7143(23)	21,282	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		1,291	D	$213.7109(24)	19,991	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		1,553	D	$215.0161(25)	18,438	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		1,921	D	$215.7146(26)	16,517	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		4,352	D	$217.1325(27)	12,165	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		6,728	D	$218.0591(28)	5,437	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		1,777	D	$219.0353(29)	3,660	I	See footnote(2)
Class A Common Stock	10/16/2025		S(3)		3,553	D	$220.0077(30)	107	I	See footnote(2)

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)	10/14/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	6,081,910	I	See footnote(2)
Class B Common Stock	(1)	10/15/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	6,029,526	I	See footnote(2)
Class B Common Stock	(1)	10/16/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	5,977,142	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,928,408		6,928,408	I	See footnote(31)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,060,000		1,060,000	I	See footnote(32)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,952,186		2,952,186	I	See footnote(33)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,065,015		3,065,015	I	See footnote(34)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,103,644		3,103,644	I	See footnote(35)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(36)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(37)

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 (the "Revocable Trust").

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 $210.565 to $211.56, 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 (30) 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 $211.57 to $212.54, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.655 to $213.65, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.665 to $214.66, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.68 to $215.675, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.68 to $216.675, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.68 to $217.63, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.70 to $217.87, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.63 to $218.62, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.64 to $219.63, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.64 to $220.625, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.64 to $221.63, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.64 to $222.635, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.65 to $223.645, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.65 to $224.63, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.65 to $224.93, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.32 to $210.305, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.32 to $211.315, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.33 to $212.32, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.33 to $213.29, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.335 to $214.13, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.45 to $215.41, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.46 to $216.35, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.54 to $217.50, inclusive.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.54 to $218.51, inclusive.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.54 to $219.53, inclusive.

30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.54 to $220.48, inclusive.

31. 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.

32. 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.

33. 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.

34. 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.

35. 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.

36. 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.

37. 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.

Remarks:

This Form 4 is the first of two forms being filed to report transactions by the reporting person occurring on October 14, 2025 through October 16, 2025.

	/s/ Lindsey Cochran, by power of attorney	10/16/2025
	** 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) disclose in this Form 4?

Conversions of 52,384 Class B shares into Class A on 10/14, 10/15, and 10/16/2025, followed by open‑market sales executed the same days.

How were the sales executed for NET’s insider?

Under a Rule 10b5‑1 trading plan adopted on 02/11/2025, with sales reported as weighted average prices across multiple trades.

What price ranges were disclosed for the sales?

Weighted average price ranges spanned from $209.32 to $224.93 across the reported transactions.

How many shares were converted and sold each day?

Each day shows a conversion of 52,384 Class B into Class A shares, followed by sales totaling the same amount.

Who held the shares reported in this filing?

The shares were held indirectly by The Matthew Prince Revocable Trust, for which the reporting person serves as trustee.

What is the conversion feature of Cloudflare’s Class B shares?

Each Class B share is convertible into one Class A share at any time and has no expiration date.