Cloudflare (NET) CEO Matthew Prince receives 96,665 RSU award in insider Form 4

Rhea-AI Filing Summary

Cloudflare CEO and Board Co-Chair Matthew Prince reported an equity award of 96,665 Class A shares on February 6, 2026. The shares are represented by restricted stock units granted at a price of $0 per share and increase his directly held stake to 446,309 shares.

The RSUs will vest in sixteen equal quarterly installments beginning on May 15, 2026, tying the award to multi‑year service and performance at the company.

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

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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)
02/06/2026

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	02/06/2026		A		96,665(1)	A	$0	446,309	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

Explanation of Responses:

1. The reported shares are represented by restricted stock units, or RSUs, which vest in sixteen equal quarterly installments beginning on May 15, 2026.

Remarks:

	/s/ Chad Skinner, by power of attorney	02/10/2026
	** 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.
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FAQ

What insider transaction did Cloudflare (NET) report for Matthew Prince?

Cloudflare reported that CEO and Board Co-Chair Matthew Prince received 96,665 Class A shares as a restricted stock unit award. The RSUs were granted at $0 per share and are designed to vest over time, aligning compensation with ongoing service.

When do Matthew Prince’s new Cloudflare (NET) RSUs start vesting?

The 96,665 restricted stock units granted to Matthew Prince begin vesting on May 15, 2026. They vest in sixteen equal quarterly installments, spreading the award over several years and linking the value of the grant to his continued role at Cloudflare.

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

After the reported award, Matthew Prince beneficially owns 446,309 Class A shares directly. This total includes the 96,665 shares represented by newly granted restricted stock units as disclosed in the Form 4 insider transaction filing.

What is the transaction code for Matthew Prince’s latest Cloudflare (NET) award?

The transaction is coded “A” for acquisition, indicating an award rather than an open-market purchase. The Form 4 shows 96,665 Class A shares acquired at $0 per share through restricted stock units granted to Matthew Prince on February 6, 2026.

Is Matthew Prince a director and 10% owner of Cloudflare (NET) in this filing?

Yes. The Form 4 identifies Matthew Prince as a director, officer with the title CEO & Board Co-Chair, and a 10% owner. These roles are disclosed in the relationship section of the filing alongside details of the restricted stock unit grant.