Cloudflare (NYSE: NET) CEO logs tax withholding and trust-held shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Cloudflare, Inc. CEO and Board Co-Chair Matthew Prince reported a routine tax-related share disposition. On May 15, 2026, 19,958 shares of Class A common stock were withheld at $199.81 per share to satisfy his tax liability tied to vesting restricted stock units.
After this tax-withholding disposition, he directly holds 360,807 Class A shares. An additional 25,550 shares, issuable upon vesting and settlement of performance and restricted stock units, were re-registered and are now held indirectly through The Matthew Prince Revocable Trust, for which he serves as trustee.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Prince Matthew
Role
CEO & Board Co-Chair
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 19,958 | $199.81 | $3.99M |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 360,807 shares (Direct, null);
Class A Common Stock — 25,550 shares (Indirect, See footnote)
Footnotes (1)
- The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs. The 25,550 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.
Key Figures
Tax-withheld shares: 19,958 shares
Withholding price: $199.81 per share
Direct holdings after transaction: 360,807 shares
+2 more
5 metrics
Tax-withheld shares
19,958 shares
Shares withheld to satisfy tax liability on RSU vesting
Withholding price
$199.81 per share
Value used for tax-withholding disposition on May 15, 2026
Direct holdings after transaction
360,807 shares
Class A common stock held directly by Matthew Prince after withholding
Trust-held shares
25,550 shares
Shares tied to PSUs and RSUs re-registered to Matthew Prince Revocable Trust
Tax-withholding count
1 transaction
Single F-code tax-withholding disposition in this Form 4
Key Terms
restricted stock units, PSUs, Revocable Trust, tax liability, +1 more
5 terms
restricted stock units financial
"tax liability in connection with the vesting of restricted stock units, or RSUs"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
PSUs financial
"25,550 shares issuable upon vesting and settlement of the PSUs and RSUs"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Revocable Trust financial
"now held directly by The Matthew Prince Revocable Trust dated October 29, 2015"
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.
tax liability financial
"shares were withheld to satisfy the reporting person's tax liability"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
FAQ
What insider transaction did Cloudflare (NET) disclose for CEO Matthew Prince?
Cloudflare disclosed that CEO Matthew Prince had 19,958 Class A shares withheld to cover tax liabilities from vesting RSUs. This Form 4 shows a tax-withholding disposition, not an open-market sale, and updates his direct and trust holdings after the vesting event.