Cloudflare CEO reports 33,631-share sale under plan

Cloudflare, Inc. CEO and Board Co-Chair Matthew Prince reported indirect sales of 33,631 shares of Class A Common Stock on August 5, 2026.

Accepted by SEC EDGAR 08/05/2026 - 07:47 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cloudflare, Inc. CEO and Board Co-Chair Matthew Prince reported indirect sales of 33,631 shares of Class A Common Stock on August 5, 2026. The 12 open-market transactions involved shares held by The Prince 2021 Remainder Trust, for which he serves as investment advisor.

The sales were executed under a Rule 10b5-1 trading plan adopted on February 26, 2026, at weighted-average prices, with individual trades occurring in ranges between $291.07 and $303.19 per share, as described in the footnotes. Separately, he directly held 360,807 shares as of August 3, 2026.

Insider Trade Summary 10b5-1

Net Seller: 33,631 shares

Net Sell 12 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Sold 33,631 shs ($9.96M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2, F3	2,352	$291.5653	$686K
Sale	Class A Common Stock F1, F4, F3	720	$292.7369	$211K
Sale	Class A Common Stock F1, F5, F3	1,009	$293.6415	$296K
Sale	Class A Common Stock F1, F6, F3	7,578	$295.0501	$2.24M
Sale	Class A Common Stock F1, F7, F3	9,998	$295.7556	$2.96M
Sale	Class A Common Stock F1, F8, F3	4,798	$296.8299	$1.42M
Sale	Class A Common Stock F1, F9, F3	2,865	$297.8127	$853K
Sale	Class A Common Stock F1, F10, F3	1,474	$298.8738	$441K
Sale	Class A Common Stock F1, F11, F3	1,174	$299.9426	$352K
Sale	Class A Common Stock F1, F12, F3	432	$301.1421	$130K
Sale	Class A Common Stock F1, F13, F3	645	$302.2001	$195K
Sale	Class A Common Stock F1, F14, F3	586	$302.8594	$177K
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, See footnote); Class A Common Stock — 360,807 shares (Direct)

Footnotes (14)

1. F1. 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.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.07 to $292.06, inclusive.
3. F3. 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.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.26 to $293.2525, 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 (2) and (4) through (14) 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 $293.2675 to $294.2025, 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 $294.37 to $295.37, 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 $295.375 to $296.37, 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 $296.38 to $297.37, 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 $297.39 to $298.39, 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 $298.41 to $299.4025, 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 $299.53 to $300.495, inclusive.
12. F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.54 to $301.54, inclusive.
13. F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.60 to $302.575, 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 $302.6075 to $303.19, inclusive.

Key Figures

Shares sold: 33,631 shares Sale price range example (F2): $291.07–$292.06 per share Direct holdings: 360,807 shares +2 more

5 metrics

Shares sold 33,631 shares Aggregate Class A Common Stock sold on 2026-08-05

Sale price range example (F2) $291.07–$292.06 per share Weighted-average sale price range for one reported transaction block

Direct holdings 360,807 shares Directly held Class A Common Stock as of 2026-08-03

Sale transactions 12 transactions Number of non-derivative sale entries on 2026-08-05

10b5-1 plan adoption date February 26, 2026 Adoption date of Rule 10b5-1 trading plan governing these sales

Key Terms

Rule 10b5-1 trading plan, weighted average price, Remainder Trust, investment advisor

4 terms

Rule 10b5-1 trading plan regulatory

"The sale reported was effected pursuant to a Rule 10b5-1 trading plan"

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

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.

Remainder Trust financial

"The shares are held of record by The Prince 2021 Remainder Trust"

investment advisor financial

"for which the reporting person serves as an investment advisor"

An investment advisor is a person or firm that provides personalized guidance on buying, selling and managing investments and often oversees client portfolios for a fee. For investors this matters because the advisor shapes risk, costs and long-term returns, and is typically required by law to act in the client’s best interests — think of them as a financial coach or GPS that helps navigate choices and avoid costly detours.

FAQ

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

What insider stock transaction did Cloudflare (NET) disclose for August 5, 2026?

Cloudflare disclosed that CEO and Board Co-Chair Matthew Prince indirectly sold 33,631 shares of Class A Common Stock on August 5, 2026. The shares were sold in 12 open-market transactions by The Prince 2021 Remainder Trust, where he acts as investment advisor, under a Rule 10b5-1 plan.

How many Cloudflare (NET) shares did Matthew Prince sell and at what price ranges?

Matthew Prince reported selling 33,631 shares of Cloudflare Class A Common Stock through a series of 12 transactions. Footnotes state that individual trades occurred at weighted-average prices within ranges from $291.07 to $303.19 per share across the reported sale blocks.

Were Matthew Prince’s Cloudflare (NET) share sales made under a Rule 10b5-1 plan?

Yes. A footnote explains the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Matthew Prince on February 26, 2026. The filing’s 10b5-1 checkbox is also marked, indicating these August 5, 2026 transactions followed that pre-arranged plan.

How are the sold Cloudflare (NET) shares held, and what is Matthew Prince’s role?

The sold shares are held of record by The Prince 2021 Remainder Trust, dated September 23, 2021. A footnote states that Matthew Prince serves as the trust’s investment advisor, so the reported transactions reflect indirect ownership through this remainder trust structure.

How many Cloudflare (NET) shares did Matthew Prince hold directly as of August 3, 2026?

As of August 3, 2026, Matthew Prince directly held 360,807 shares of Cloudflare Class A Common Stock. This direct holding entry is reported separately from the trust-held shares that were sold on August 5, 2026 in the same Form 4 filing.

How many separate sale transactions did the Cloudflare (NET) Form 4 report for August 5, 2026?

The Form 4 reports 12 separate sale transactions of Cloudflare Class A Common Stock on August 5, 2026. All are coded as open-market or private sales of indirectly held shares, collectively totaling 33,631 shares according to the transaction summary section.

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

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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).

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)

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)
08/03/2026

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	08/05/2026		S(1)		2,352	D	$291.5653(2)	31,279	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		720	D	$292.7369(4)	30,559	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		1,009	D	$293.6415(5)	29,550	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		7,578	D	$295.0501(6)	21,972	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		9,998	D	$295.7556(7)	11,974	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		4,798	D	$296.8299(8)	7,176	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		2,865	D	$297.8127(9)	4,311	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		1,474	D	$298.8738(10)	2,837	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		1,174	D	$299.9426(11)	1,663	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		432	D	$301.1421(12)	1,231	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		645	D	$302.2001(13)	586	I	See footnote(3)
Class A Common Stock	08/05/2026		S(1)		586	D	$302.8594(14)	0	I	See footnote(3)
Class A Common Stock								360,807	D

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 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.07 to $292.06, inclusive.

3. 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.26 to $293.2525, 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 (2) and (4) through (14) 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 $293.2675 to $294.2025, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.37 to $295.37, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.375 to $296.37, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.38 to $297.37, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.39 to $298.39, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.41 to $299.4025, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.53 to $300.495, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.54 to $301.54, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.60 to $302.575, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.6075 to $303.19, inclusive.

Remarks:

This Form 4 is the fourth 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 attorney	08/05/2026
	** 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)