Cloudflare (NYSE: NET) CEO's trusts sell 20,101 shares under 10b5-1 plan
Rhea-AI Filing Summary
Cloudflare, Inc. CEO and Board Co‑Chair Matthew Prince, through family trusts, converted 52,383 shares of Class B Common Stock into Class A and sold 20,101 Class A shares on August 4, 2026 at various weighted‑average prices per share under a Rule 10b5‑1 trading plan adopted on February 26, 2026. Each Class B share is convertible one‑for‑one into Class A with no expiration.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
38 txns
Insider
Prince Matthew
Role
CEO & Board Co-Chair
Sold
20,101 shs ($5.97M)
Approx. gross sale proceeds
$5.97M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F1, F2 | 18,752 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F1, F25 | 33,631 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 18,752 | -- | -- |
| Sale | Class A Common Stock F3, F4, F2 | 34 | $280.1064 | $10K |
| Sale | Class A Common Stock F3, F2 | 18 | $281.1575 | $5K |
| Sale | Class A Common Stock F3, F5, F2 | 82 | $283.0764 | $23K |
| Sale | Class A Common Stock F3, F6, F2 | 257 | $284.3688 | $73K |
| Sale | Class A Common Stock F3, F7, F2 | 52 | $285.1355 | $15K |
| Sale | Class A Common Stock F3, F8, F2 | 195 | $286.601 | $56K |
| Sale | Class A Common Stock F3, F9, F2 | 176 | $287.9936 | $51K |
| Sale | Class A Common Stock F3, F10, F2 | 512 | $289.1808 | $148K |
| Sale | Class A Common Stock F3, F11, F2 | 819 | $289.8733 | $237K |
| Sale | Class A Common Stock F3, F12, F2 | 375 | $290.987 | $109K |
| Sale | Class A Common Stock F3, F13, F2 | 111 | $292.2955 | $32K |
| Sale | Class A Common Stock F3, F14, F2 | 164 | $293.053 | $48K |
| Sale | Class A Common Stock F3, F15, F2 | 239 | $294.3086 | $70K |
| Sale | Class A Common Stock F3, F16, F2 | 1,602 | $295.773 | $474K |
| Sale | Class A Common Stock F3, F17, F2 | 2,052 | $296.731 | $609K |
| Sale | Class A Common Stock F3, F18, F2 | 4,043 | $297.5033 | $1.20M |
| Sale | Class A Common Stock F3, F19, F2 | 445 | $298.6537 | $133K |
| Sale | Class A Common Stock F3, F20, F2 | 970 | $299.8078 | $291K |
| Sale | Class A Common Stock F3, F21, F2 | 342 | $300.5208 | $103K |
| Sale | Class A Common Stock F3, F22, F2 | 2,804 | $302.0906 | $847K |
| Sale | Class A Common Stock F3, F23, F2 | 3,257 | $302.9664 | $987K |
| Sale | Class A Common Stock F3, F24, F2 | 203 | $303.6008 | $62K |
| Conversion | Class A Common Stock F1, F25 | 33,631 | -- | -- |
| Sale | Class A Common Stock F3, F26, F25 | 335 | $279.8244 | $94K |
| Sale | Class A Common Stock F3, F25 | 31 | $281.1575 | $9K |
| Sale | Class A Common Stock F3, F5, F25 | 137 | $283.0787 | $39K |
| Sale | Class A Common Stock F3, F6, F25 | 425 | $284.3738 | $121K |
| Sale | Class A Common Stock F3, F7, F25 | 84 | $285.1361 | $24K |
| Sale | Class A Common Stock F3, F8, F25 | 337 | $286.5935 | $97K |
| holding | Class B Common Stock F1, F27 | -- | -- | -- |
| holding | Class B Common Stock F1, F28 | -- | -- | -- |
| holding | Class B Common Stock F1, F29 | -- | -- | -- |
| holding | Class B Common Stock F1, F30 | -- | -- | -- |
| holding | Class B Common Stock F1, F31 | -- | -- | -- |
| holding | Class B Common Stock F1, F32 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 25,142,604 shares (Indirect, See footnote);
Class A Common Stock — 32,282 shares (Indirect, See footnote)
Footnotes (32)
- F1. 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.
- F2. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
- F3. 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.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.05 to $280.16, 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 (24) and (26) to this Form 4.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.885 to $283.685, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.01 to $285.005, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.02 to $285.19, inclusive.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.28 to $286.905, inclusive.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.475 to $288.41, inclusive.
- F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.525 to $289.485, inclusive.
- F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.53 to $290.5125, inclusive.
- F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.535 to $291.505, inclusive.
- F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.605 to $292.525, inclusive.
- F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.615 to $293.335, inclusive.
- F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.8125 to $294.79, inclusive.
- F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.1575 to $296.155, inclusive.
- F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.16 to $297.16, inclusive.
- F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.165 to $298.10, inclusive.
- F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.1875 to $299.16, inclusive.
- F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.24 to $300.235, inclusive.
- F21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.275 to $300.84, inclusive.
- F22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.52 to $302.52, inclusive.
- F23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.53 to $303.53, inclusive.
- F24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.54 to $303.715, inclusive.
- F25. 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.
- F26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.17 to $280.16, inclusive.
- F27. 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.
- F28. 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.
- F29. 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.
- F30. 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.
- F31. 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.
- F32. 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: 20101 shares
Class B to Class A conversions: 52383 shares
Example sale price: $295.7730 per share
+1 more
4 metrics
Class A shares sold
20101 shares
Aggregate Class A Common Stock shares sold on 2026-08-04
Class B to Class A conversions
52383 shares
Class B Common Stock shares converted into Class A on 2026-08-04
Example sale price
$295.7730 per share
Weighted average price for one Class A sale tranche on 2026-08-04
10b5-1 plan adoption date
February 26, 2026
Adoption date of Rule 10b5-1 trading plan covering reported sales
Key Terms
Rule 10b5-1 trading plan, Grantor Retained Annuity Trust, weighted average price, Class B Common Stock, +1 more
5 terms
Rule 10b5-1 trading plan financial
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"
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.
Grantor Retained Annuity Trust financial
"The Matthew Prince 2024 Grantor Retained Annuity Trust dated May 20, 2024"
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."
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.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible at any time into Class A"
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.
investment advisor financial
"for which the reporting person serves as an investment advisor."
An investment advisor is a person or firm that provides personalized guidance on buying, selling and managing investments and often oversees client portfolios for a fee. For investors this matters because the advisor shapes risk, costs and long-term returns, and is typically required by law to act in the client’s best interests — think of them as a financial coach or GPS that helps navigate choices and avoid costly detours.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did Cloudflare (NET) disclose for Matthew Prince?
Trusts associated with CEO Matthew Prince converted 52,383 shares of Class B Common Stock into Class A and sold 20,101 Class A shares on August 4, 2026, according to a Form 4 insider transaction report.
Were Cloudflare (NET) CEO Matthew Prince’s trades made under a 10b5-1 plan?
Yes. A footnote states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Matthew Prince on February 26, 2026, and the filing’s 10b5-1 checkbox is marked true.