[Form 4] Cloudflare, Inc. Insider Trading Activity

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Cloudflare, Inc.’s CEO and board co-chair Matthew Prince reported a series of indirect transactions involving Class A and Class B Common Stock over three days. Trusts associated with him converted a total of 134,241 shares of Class B Common Stock into an equal number of Class A shares at an exercise price of $0.00 per share.

On the same dates, those trusts sold 143,534 shares of Class A Common Stock in open‑market transactions at weighted average prices generally between $207.33 and $226.64 per share. The filing notes these sales were carried out under a Rule 10b5‑1 trading plan adopted on February 11, 2025, indicating they were pre‑scheduled rather than opportunistic.

After these transactions, one reported indirect Class A holding stood at 13,618 shares, while a related Class B position showed 4,742,073 shares convertible into Class A on a one‑to‑one basis. Additional indirect Class B positions remain outstanding, so Prince continues to have substantial exposure to Cloudflare through various trusts and grantor retained annuity trusts.

03/18/2026 - 07:29 PM

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)
03/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/16/2026		C		29,473	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	03/16/2026		S⁽³⁾		15,146	D	$207.9131⁽⁴⁾	37,238	I	See footnote⁽²⁾
Class A Common Stock	03/16/2026		S⁽³⁾		17,589	D	$208.7603⁽⁵⁾	19,649	I	See footnote⁽²⁾
Class A Common Stock	03/16/2026		S⁽³⁾		12,817	D	$209.8993⁽⁶⁾	6,832	I	See footnote⁽²⁾
Class A Common Stock	03/16/2026		S⁽³⁾		5,164	D	$210.5627⁽⁷⁾	1,668	I	See footnote⁽²⁾
Class A Common Stock	03/16/2026		S⁽³⁾		1,406	D	$212.0659⁽⁸⁾	262	I	See footnote⁽²⁾
Class A Common Stock	03/16/2026		S⁽³⁾		262	D	$212.6768⁽⁹⁾	0	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		1,454	D	$208.1412⁽¹⁰⁾	50,930	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		372	D	$208.8293⁽¹¹⁾	50,558	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		756	D	$210.6962⁽¹²⁾	49,802	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		16,268	D	$211.7345⁽¹³⁾	33,534	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		28,031	D	$212.6221⁽¹⁴⁾	5,503	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		5,372	D	$213.39⁽¹⁵⁾	131	I	See footnote⁽²⁾
Class A Common Stock	03/17/2026		S⁽³⁾		131	D	$214.4886⁽¹⁶⁾	0	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		C		52,384	A	⁽¹⁾	52,384	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		2,784	D	$212.3479⁽¹⁷⁾	49,600	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		2,690	D	$213.2611⁽¹⁸⁾	46,910	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		7,707	D	$214.379⁽¹⁹⁾	39,203	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		3,006	D	$215.0079⁽²⁰⁾	36,197	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		1,212	D	$216.2933⁽²¹⁾	34,985	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		1,724	D	$217.5029⁽²²⁾	33,261	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		5,216	D	$218.2302⁽²³⁾	28,045	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		390	D	$219.2554⁽²⁴⁾	27,655	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		364	D	$221.0342⁽²⁵⁾	27,291	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		111	D	$221.8459⁽²⁶⁾	27,180	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		446	D	$223.1741⁽²⁷⁾	26,734	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		1,252	D	$224.3422⁽²⁸⁾	25,482	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		8,587	D	$225.2471⁽²⁹⁾	16,895	I	See footnote⁽²⁾
Class A Common Stock	03/18/2026		S⁽³⁾		3,277	D	$226.0348⁽³⁰⁾	13,618	I	See footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	03/16/2026		C			29,473	⁽¹⁾	⁽¹⁾	Class A Common Stock	29,473	$0	4,846,841	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	03/17/2026		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	4,794,457	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	03/18/2026		C			52,384	⁽¹⁾	⁽¹⁾	Class A Common Stock	52,384	$0	4,742,073	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	6,928,408		6,928,408	I	See footnote⁽³¹⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,060,000		1,060,000	I	See footnote⁽³²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,951,829		2,951,829	I	See footnote⁽³³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	3,065,015		3,065,015	I	See footnote⁽³⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	3,103,139		3,103,139⁽³⁵⁾	I	See footnote⁽³⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,000,000		2,000,000	I	See footnote⁽³⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	2,000,000		2,000,000	I	See footnote⁽³⁸⁾

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 11, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.33 to $208.325, 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 (30) 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 $208.33 to $209.315, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.33 to $210.325, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.33 to $210.975, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.535 to $212.52, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.575 to $212.80, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.53 to $208.44, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.57 to $209.515, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.15 to $211.13, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.15 to $212.145, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.15 to $213.145, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.15 to $214.14, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.355 to $214.655, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.70 to $212.65, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.765 to $213.75, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.79 to $214.785, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.79 to $215.73, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.805 to $216.785, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.83 to $217.825, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.83 to $218.81, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.83 to $219.70, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.38 to $221.33, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.505 to $222.43, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.65 to $223.495, inclusive.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.655 to $224.645, inclusive.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.665 to $225.65, inclusive.

30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.68 to $226.64, inclusive.

31. 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.

32. 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.

33. 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.

34. 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.

35. This total corrects a scrivener's error from the Reporting Person's Form 4 filed on February 26, 2026, which inadvertently overstated the shares held by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 holdings by 505 shares.

36. 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.

37. 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.

38. 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 two forms being filed to report transactions by the reporting person occurring on March 16, 2026 through March 18, 2026.

	/s/ Chad Skinner, by power of attorney	03/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cloudflare (NET) report for CEO Matthew Prince?

Cloudflare reported that trusts linked to CEO Matthew Prince converted 134,241 Class B shares into Class A, then sold 143,534 Class A shares. The trades occurred over three days and involved indirect holdings through multiple family and grantor retained annuity trusts.

At what prices were Matthew Prince’s Cloudflare (NET) shares sold?

The reported Class A share sales occurred at weighted average prices generally between $207.33 and $226.64 per share. Footnotes explain that each reported price reflects multiple trades within narrow price ranges, and full price breakdowns are available on request from the company or regulators.

Were Matthew Prince’s Cloudflare (NET) stock sales pre-planned?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted on February 11, 2025. Such plans pre-schedule trades, indicating these transactions followed an established program rather than reflecting ad hoc market timing decisions.

How many Cloudflare (NET) shares did Matthew Prince convert from Class B to Class A?

Trusts associated with Matthew Prince converted 134,241 shares of Class B Common Stock into Class A Common Stock. Each Class B share is convertible into one Class A share at the holder’s election and, according to the filing, carries no stated expiration date for conversion.

Does Matthew Prince still hold a significant Cloudflare (NET) position after these trades?

Yes. The filing shows substantial remaining indirect Class B holdings convertible into Class A shares. For example, one Class B position reported 4,742,073 shares outstanding after the transactions, and several other large Class B positions remain across related trusts and grantor retained annuity trusts.

How are Matthew Prince’s Cloudflare (NET) shares held according to the Form 4?

The shares are held indirectly through multiple trusts for which Prince serves as trustee or investment advisor. These include a revocable trust and several family and grantor retained annuity trusts, each holding Class B shares convertible one‑for‑one into Class A Common Stock.

[Form 4] Cloudflare, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Positive

Negative

FAQ

What insider transactions did Cloudflare (NET) report for CEO Matthew Prince?

At what prices were Matthew Prince’s Cloudflare (NET) shares sold?

Were Matthew Prince’s Cloudflare (NET) stock sales pre-planned?

How many Cloudflare (NET) shares did Matthew Prince convert from Class B to Class A?

Does Matthew Prince still hold a significant Cloudflare (NET) position after these trades?

How are Matthew Prince’s Cloudflare (NET) shares held according to the Form 4?

NYSE:NET

NET Rankings

NET Latest News

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NET Stock Data

Trending News

[Form 4] Cloudflare, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Positive

Negative

FAQ

What insider transactions did Cloudflare (NET) report for CEO Matthew Prince?

At what prices were Matthew Prince’s Cloudflare (NET) shares sold?

Were Matthew Prince’s Cloudflare (NET) stock sales pre-planned?

How many Cloudflare (NET) shares did Matthew Prince convert from Class B to Class A?

Does Matthew Prince still hold a significant Cloudflare (NET) position after these trades?

How are Matthew Prince’s Cloudflare (NET) shares held according to the Form 4?

NYSE:NET

NET Rankings

NET Latest News

NET Latest SEC Filings

NET Stock Data