Cloudflare CEO covers taxes with share withholding

Cloudflare, Inc. CEO and Board Co-Chair Matthew Prince reported a routine tax-related share disposition.

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.

Insider Trade Summary

Exercise Price or Tax Liability: 19,958 shares

Exercise Price or Tax Liability 2 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	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); Class A Common Stock — 25,550 shares (Indirect, See footnote)

Footnotes (3)

1. F1. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
2. F2. 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").
3. F3. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Was the Cloudflare (NET) CEO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 19,958 shares of Class A stock were withheld at $199.81 per share to settle tax obligations from vesting restricted stock units granted to CEO Matthew Prince.

How many Cloudflare (NET) shares does Matthew Prince hold after the reported transaction?

Following the tax-withholding event, Matthew Prince directly holds 360,807 Class A shares. In addition, 25,550 shares tied to vested or vesting PSUs and RSUs were re-registered and are now held indirectly through The Matthew Prince Revocable Trust he administers.

What does the 19,958-share withholding mean for Cloudflare (NET) investors?

The 19,958-share withholding reflects shares used to pay taxes on vesting RSUs, a common administrative event. It does not represent a discretionary market sale, but it slightly reduces the number of shares issued to the executive after the equity award vested.

What role does The Matthew Prince Revocable Trust play in Cloudflare (NET) share ownership?

The filing states 25,550 shares tied to PSUs and RSUs were re-registered to The Matthew Prince Revocable Trust. The trust now holds these shares of record, with Matthew Prince serving as trustee, reflecting indirect ownership rather than changing the overall economic interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 05:39 PM Learn about SEC filing dates

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 TEXAS 78702

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/15/2026		F(1)		19,958	D	$199.81	360,807(2)	D
Class A Common Stock								25,550	I	See footnote(3)

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 shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.

2. 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").

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

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Charlotte Bowe, by power of attorney	05/19/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)