Cloudflare (NET) CEO Matthew Prince updates holdings after PSU vest

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) CEO, director and 10% owner Matthew Prince reported equity award activity involving Class A common stock and performance stock units. On 11/15/2025, 21,889 performance-based restricted stock units became Class A shares, increasing his directly held stock. On the same date, 17,321 shares were withheld at $210.6 per share to cover tax obligations related to vesting, leaving 349,644 shares directly owned and 22,175 shares held indirectly through his revocable trust. The PSUs are tied to stock price goals from $156.00 to $579.00, with one tranche linked to a $203.00 price goal now eligible to vest in six quarterly installments beginning November 15, 2025.

Insider Trade Summary

21,889 shares exercised/converted

Mixed 4 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Type	Security	Shares	Price	Value
Exercise	Performance Stock Units	21,889	$0.00	--
Exercise	Class A Common Stock	21,889	$0.00	--
Tax Withholding	Class A Common Stock	17,321	$210.60	$3.65M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Performance Stock Units — 131,334 shares (Direct); Class A Common Stock — 389,140 shares (Direct); Class A Common Stock — 22,175 shares (Indirect, See footnote)

Footnotes (1)

1. The reported shares are represented by performance-based restricted stock units ("PSUs") for which the performance metric has been met and which vest in six equal quarterly installments beginning on November 15, 2025. Each PSU represents a contingent right to receive one share of Issuer Class A common stock. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of PSUs or restricted stock units ("RSUs"), as applicable. The 22,175 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust"). The shares are held of record by the Revocable Trust. The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of the $203.00 Stock Price Goal and following the date of certification of achievement of the $203.00 Stock Price Goal, 21,889 PSUs became eligible to vest in six quarterly installments beginning on November 15, 2025. The remaining four separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $263.00 to $579.00. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.

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).

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)
11/15/2025

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	11/15/2025		M		21,889(1)	A	(2)	389,140	D
Class A Common Stock	11/15/2025		F(3)		17,321	D	$210.6	349,644(4)	D
Class A Common Stock								22,175	I	See footnote(5)

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
Performance Stock Units	(2)	11/15/2025		M			21,889	(6)(7)	02/04/2032	Class A Common Stock	21,889	$0	131,334	D

Explanation of Responses:

1. The reported shares are represented by performance-based restricted stock units ("PSUs") for which the performance metric has been met and which vest in six equal quarterly installments beginning on November 15, 2025.

2. Each PSU represents a contingent right to receive one share of Issuer Class A common stock.

3. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of PSUs or restricted stock units ("RSUs"), as applicable.

4. The 22,175 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").

5. The shares are held of record by the Revocable Trust.

6. The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of the $203.00 Stock Price Goal and following the date of certification of achievement of the $203.00 Stock Price Goal, 21,889 PSUs became eligible to vest in six quarterly installments beginning on November 15, 2025. The remaining four separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $263.00 to $579.00.

7. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	11/18/2025
	** 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.