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Cloudflare (NYSE: NET) CEO trades 52,383 shares via 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cloudflare, Inc. CEO and Board Co‑Chair Matthew Prince reported converting 52,383 indirect shares of Class B Common Stock into Class A on August 3, 2026, then selling 52,383 Class A shares in 19 open‑market trades at weighted‑average prices such as $277.4035 and $284.4245 per share, all under a Rule 10b5‑1 trading plan adopted on February 26, 2026. The shares were held through family and grantor trusts, and Prince continues to hold substantial indirect Class B positions convertible into additional Class A shares.

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Insider Prince Matthew
Role CEO & Board Co-Chair
Sold 52,383 shs ($14.85M)
Approx. gross sale proceeds $14.85M
Type Security Shares Price Value
Conversion Class B Common Stock F1, F2 18,752 $0.00 $0.00
Conversion Class B Common Stock F1, F12 33,631 $0.00 $0.00
Conversion Class A Common Stock F1, F2 18,752 -- --
Sale Class A Common Stock F3, F4, F2 267 $277.4035 $74K
Sale Class A Common Stock F3, F5, F2 505 $278.6466 $141K
Sale Class A Common Stock F3, F6, F2 461 $280.0276 $129K
Sale Class A Common Stock F3, F7, F2 632 $280.952 $178K
Sale Class A Common Stock F3, F8, F2 2,545 $281.9459 $718K
Sale Class A Common Stock F3, F9, F2 2,535 $282.951 $717K
Sale Class A Common Stock F3, F2 6,257 $283.9919 $1.78M
Sale Class A Common Stock F3, F10, F2 4,778 $284.8106 $1.36M
Sale Class A Common Stock F3, F11, F2 772 $285.7597 $221K
Conversion Class A Common Stock F1, F12 33,631 -- --
Sale Class A Common Stock F3, F13, F12 488 $277.0182 $135K
Sale Class A Common Stock F3, F14, F12 586 $278.203 $163K
Sale Class A Common Stock F3, F15, F12 565 $279.0296 $158K
Sale Class A Common Stock F3, F16, F12 1,136 $280.3196 $318K
Sale Class A Common Stock F3, F17, F12 2,434 $281.5821 $685K
Sale Class A Common Stock F3, F18, F12 4,363 $282.3161 $1.23M
Sale Class A Common Stock F3, F19, F12 6,728 $283.4528 $1.91M
Sale Class A Common Stock F3, F20, F12 13,360 $284.4245 $3.80M
Sale Class A Common Stock F3, F21, F12 3,672 $285.2989 $1.05M
Sale Class A Common Stock F3, F22, F12 299 $286.2285 $86K
holding Class B Common Stock F1, F23 -- -- --
holding Class B Common Stock F1, F24 -- -- --
holding Class B Common Stock F1, F25 -- -- --
holding Class B Common Stock F1, F26 -- -- --
holding Class B Common Stock F1, F27 -- -- --
holding Class B Common Stock F1, F28 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 25,194,987 shares (Indirect, See footnote); Class A Common Stock — 0 shares (Indirect, See footnote); Class A Common Stock — 360,807 shares (Direct)
Footnotes (28)
  1. 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.
  2. 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.
  3. 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.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.89 to $277.7525, 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 (11) and (13) through (22) to this Form 4.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.215 to $279.20, inclusive.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.35 to $280.33, inclusive.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.38 to $281.37, inclusive.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.41 to $282.39, inclusive.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.415 to $283.38, inclusive.
  10. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.44 to $285.42, inclusive.
  11. F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.455 to $286.29, inclusive.
  12. F12. 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.
  13. F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.605 to $277.58, inclusive.
  14. F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.72 to $278.70, inclusive.
  15. F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.76 to $279.665, inclusive.
  16. F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.88 to $280.86, inclusive.
  17. F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.9125 to $281.91, inclusive.
  18. F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.92 to $282.92, inclusive.
  19. F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.93 to $283.93, inclusive.
  20. F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.94 to $284.94, inclusive.
  21. F21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.945 to $285.93, inclusive.
  22. F22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.045 to $286.385, inclusive.
  23. F23. 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.
  24. F24. 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.
  25. F25. 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.
  26. F26. 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.
  27. F27. 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.
  28. F28. 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.
Shares converted 52,383 shares Total Class B shares converted into Class A on August 3, 2026 (exerciseShares)
Shares sold 52,383 shares Total Class A shares sold across 19 open‑market transactions on August 3, 2026
Representative sale price $284.4245 per share Weighted‑average price for a block of 13,360 Class A shares sold
Largest indirect Class B block 6,928,408 underlying shares Class B Common Stock indirectly held, convertible one‑for‑one into Class A
Direct Class A holding 360,807 shares Directly owned Class A Common Stock after reported transactions
10b5-1 plan adoption date February 26, 2026 Date Matthew Prince adopted the Rule 10b5-1 trading plan governing these sales
Rule 10b5-1 trading plan regulatory
"The sale reported ... was effected pursuant to a Rule 10b5-1 trading plan adopted..."
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.
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.
Grantor Retained Annuity Trust financial
"The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust..."
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. These shares were sold..."
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.

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

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FAQ

What insider stock transactions did Cloudflare (NET) CEO Matthew Prince report for August 3, 2026?
Matthew Prince reported converting 52,383 Class B shares into Class A and selling 52,383 Class A shares on August 3, 2026. The activity comprised 19 open‑market trades, following earlier conversions of indirectly held Class B Common Stock into Class A Common Stock.

Were Matthew Prince’s Cloudflare (NET) stock sales made under a Rule 10b5-1 plan?
Yes. Footnotes state the sales were effected under a Rule 10b5-1 trading plan adopted on February 26, 2026. Such pre‑arranged plans allow insiders to schedule trades in advance, reducing the informational significance of the precise sale timing.

At what prices did Cloudflare (NET) CEO Matthew Prince sell his Class A shares?
The filing reports weighted‑average sale prices including $277.4035, $281.9459 and $284.4245 per share. Footnotes explain each figure reflects multiple transactions within specified intraday price ranges for the corresponding trade block.

How many Cloudflare (NET) shares did Matthew Prince convert from Class B to Class A?
Prince converted a total of 52,383 shares of Class B Common Stock into Class A on August 3, 2026. This includes 18,752 and 33,631 Class B shares converted on a one‑for‑one basis, as detailed in the derivative conversion entries.

Does Matthew Prince still hold a significant Cloudflare (NET) stake after these transactions?
Yes. Indirect Class B positions remain, including one block convertible into 6,928,408 Class A shares, plus several other trust‑held blocks. He also directly holds 360,807 Class A shares, according to the reported post‑transaction direct holding entry.

Through what entities are Matthew Prince’s Cloudflare (NET) shares held?
Many shares are held through family and estate‑planning vehicles, such as The Matthew Prince Revocable Trust and several Grantor Retained Annuity Trusts. Footnotes describe Prince’s roles as trustee or investment advisor for these trusts holding the reported securities.
SEC Form 4
FORM 4UNITED 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).
X
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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO & Board Co-Chair
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/03/2026C18,752A(1)18,752ISee footnote(2)
Class A Common Stock08/03/2026S(3)267D$277.4035(4)18,485ISee footnote(2)
Class A Common Stock08/03/2026S(3)505D$278.6466(5)17,980ISee footnote(2)
Class A Common Stock08/03/2026S(3)461D$280.0276(6)17,519ISee footnote(2)
Class A Common Stock08/03/2026S(3)632D$280.952(7)16,887ISee footnote(2)
Class A Common Stock08/03/2026S(3)2,545D$281.9459(8)14,342ISee footnote(2)
Class A Common Stock08/03/2026S(3)2,535D$282.951(9)11,807ISee footnote(2)
Class A Common Stock08/03/2026S(3)6,257D$283.99195,550ISee footnote(2)
Class A Common Stock08/03/2026S(3)4,778D$284.8106(10)772ISee footnote(2)
Class A Common Stock08/03/2026S(3)772D$285.7597(11)0ISee footnote(2)
Class A Common Stock08/03/2026C33,631A(1)33,631ISee footnote(12)
Class A Common Stock08/03/2026S(3)488D$277.0182(13)33,143ISee footnote(12)
Class A Common Stock08/03/2026S(3)586D$278.203(14)32,557ISee footnote(12)
Class A Common Stock08/03/2026S(3)565D$279.0296(15)31,992ISee footnote(12)
Class A Common Stock08/03/2026S(3)1,136D$280.3196(16)30,856ISee footnote(12)
Class A Common Stock08/03/2026S(3)2,434D$281.5821(17)28,422ISee footnote(12)
Class A Common Stock08/03/2026S(3)4,363D$282.3161(18)24,059ISee footnote(12)
Class A Common Stock08/03/2026S(3)6,728D$283.4528(19)17,331ISee footnote(12)
Class A Common Stock08/03/2026S(3)13,360D$284.4245(20)3,971ISee footnote(12)
Class A Common Stock08/03/2026S(3)3,672D$285.2989(21)299ISee footnote(12)
Class A Common Stock08/03/2026S(3)299D$286.2285(22)0ISee footnote(12)
Class A Common Stock360,807D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)08/03/2026C18,752 (1) (1)Class A Common Stock18,752$04,221,124ISee footnote(2)
Class B Common Stock(1)08/03/2026C33,631 (1) (1)Class A Common Stock33,631$02,817,301ISee footnote(12)
Class B Common Stock(1) (1) (1)Class A Common Stock6,928,4086,928,408ISee footnote(23)
Class B Common Stock(1) (1) (1)Class A Common Stock1,060,0001,060,000ISee footnote(24)
Class B Common Stock(1) (1) (1)Class A Common Stock3,065,0153,065,015ISee footnote(25)
Class B Common Stock(1) (1) (1)Class A Common Stock3,103,1393,103,139ISee footnote(26)
Class B Common Stock(1) (1) (1)Class A Common Stock2,000,0002,000,000ISee footnote(27)
Class B Common Stock(1) (1) (1)Class A Common Stock2,000,0002,000,000ISee footnote(28)
Explanation of Responses:
1. 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.
2. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
3. 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.89 to $277.7525, 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 (11) and (13) through (22) to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.215 to $279.20, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.35 to $280.33, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.38 to $281.37, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.41 to $282.39, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.415 to $283.38, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.44 to $285.42, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $285.455 to $286.29, inclusive.
12. 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.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $276.605 to $277.58, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $277.72 to $278.70, inclusive.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $278.76 to $279.665, inclusive.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $279.88 to $280.86, inclusive.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.9125 to $281.91, inclusive.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.92 to $282.92, inclusive.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.93 to $283.93, inclusive.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.94 to $284.94, inclusive.
21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $284.945 to $285.93, inclusive.
22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.045 to $286.385, inclusive.
23. 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.
24. 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.
25. 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.
26. 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.
27. 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.
28. 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.
Remarks:
This Form 4 is the first of four forms being filed to report transactions by the reporting person occurring on August 3, 2026 through August 5, 2026.
/s/ Charlotte Bowe, by power of attorney08/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR