Cloudflare (NYSE: NET) CEO discloses Rule 10b5-1 stock sales and share conversions

Rhea-AI Filing Summary

Cloudflare CEO Matthew Prince, who is also Board Co-Chair and a director, reported multiple transactions in Cloudflare Class A common stock over several days in early December 2025. On December 3, 4, and 5, 2025, he converted blocks of Class B common stock into Class A common stock, including 30,209 shares on December 3 and 52,384 shares on both December 4 and 5, all held indirectly through trusts.

Following these conversions, he reported a series of open-market sales of Class A shares on the same dates at weighted average prices generally between about $198 and $205 per share, in multiple tranches. The filing states that each share of Class B stock is convertible into one share of Class A stock with no expiration and that the reported sales were made under a pre-arranged Rule 10b5‑1 trading plan adopted on February 11, 2025.

Insights

Equity Ownership and Governance Analyst

CEO executed planned stock sales via trust structures and conversions, with large indirect holdings and voting power remaining.

The filing shows the CEO and Board Co-Chair of Cloudflare, Inc. engaging in multiple transactions over December 3–5, 2025. Class B Common Stock, which converts into Class A on a one-for-one basis with no expiration, was converted (code "C") and corresponding Class A shares were then sold (code "S"). These sales occurred at weighted average prices between about $198 and $205 per share and were executed under a Rule 10b5-1 trading plan adopted on February 11, 2025.

The reporting person holds these securities indirectly through several trusts, including the Matthew Prince Revocable Trust and various grantor retained annuity and family trusts. The filing describes re-registrations among trusts, which change the record holder but keep the reporting person in an advisory or trustee role. Following the reported transactions, substantial derivative positions in Class B shares remain, each convertible into Class A on a one-to-one basis, preserving significant economic and voting exposure.

This activity mainly reflects ongoing equity diversification and estate planning within a pre-established plan rather than a disclosed change in company operations or strategy. The key items to watch over time are the pace of future Rule 10b5-1 sales, any further re-registrations among the trusts, and changes in total beneficial ownership and voting power as additional Class B shares convert into Class A in subsequent reporting periods.

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 TX 78702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Board Co-Chair

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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

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

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

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	12/03/2025		C		30,209	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		1,412	D	$198.8011(4)	50,972	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		7,712	D	$199.6906(5)	43,260	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		6,151	D	$200.7054(6)	37,109	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		5,944	D	$201.7277(7)	31,165	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		15,448	D	$202.7204(8)	15,717	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		10,504	D	$203.7085(9)	5,213	I	See footnote(2)
Class A Common Stock	12/03/2025		S(3)		5,213	D	$204.4142(10)	0	I	See footnote(2)
Class A Common Stock	12/04/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	12/04/2025		S(3)		4,368	D	$201.4228(11)	48,016	I	See footnote(2)
Class A Common Stock	12/04/2025		S(3)		4,780	D	$202.1512(12)	43,236	I	See footnote(2)
Class A Common Stock	12/04/2025		S(3)		11,441	D	$203.3425(13)	31,795	I	See footnote(2)
Class A Common Stock	12/04/2025		S(3)		27,251	D	$204.1987(14)	4,544	I	See footnote(2)
Class A Common Stock	12/04/2025		S(3)		4,544	D	$205.0192(15)	0	I	See footnote(2)
Class A Common Stock	12/05/2025		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	12/05/2025		S(3)		30,529	D	$200.1306(16)	21,855	I	See footnote(2)
Class A Common Stock	12/05/2025		S(3)		3,269	D	$200.9852(17)	18,586	I	See footnote(2)
Class A Common Stock	12/05/2025		S(3)		6,490	D	$202.2156(18)	12,096	I	See footnote(2)
Class A Common Stock	12/05/2025		S(3)		6,232	D	$203.0176(19)	5,864	I	See footnote(2)
Class A Common Stock	12/05/2025		S(3)		5,668	D	$204.1067(20)	196	I	See footnote(2)
Class A Common Stock	12/05/2025		S(3)		196	D	$204.6823(21)	0	I	See footnote(2)
Class A Common Stock								349,644	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
Class B Common Stock	(1)	12/03/2025		C			30,209	(1)	(1)	Class A Common Stock	30,209	$0	5,295,386(22)	I	See footnote(2)
Class B Common Stock	(1)	12/04/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	5,243,002	I	See footnote(2)
Class B Common Stock	(1)	12/05/2025		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	5,190,618	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,928,408		6,928,408	I	See footnote(23)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,060,000		1,060,000	I	See footnote(24)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,951,829		2,951,829(25)	I	See footnote(26)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,065,015		3,065,015	I	See footnote(27)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,103,139		3,103,139(28)	I	See footnote(29)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(30)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(31)

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 (the "Revocable Trust"), 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 $198.17 to $199.16, inclusive. The reporting person undertakes to provide to 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 (21) 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 $199.18 to $200.115, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.18 to $201.175, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.19 to $202.185, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.19 to $203.16, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.22 to $204.21, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.22 to $204.80, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.75 to $201.72, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.75 to $202.74, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.785 to $203.78, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.785 to $204.78, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.785 to $205.50, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.58 to $200.57, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.585 to $201.575, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.59 to $202.58, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.59 to $203.56, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.61 to $204.58, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.61 to $205.055, inclusive.

22. Includes 357 shares previously reported as held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 dated August 14, 2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust 2") and 505 shares previously reported as 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 (the "2024 Annuity Trust 2") which were re-registered on November 28, 2025 and are now held of record by the Revocable Trust.

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. Excludes 357 shares previously reported as held of record by The Prince 2021 Remainder Trust dated September 23, 2021, for which the reporting person serves as an investment advisor (the "2021 Remainder Trust") which were re-registered on November 28, 2025 in the name of the 2023 Annuity Trust 2.

26. The shares are held of record by 2021 Remainder Trust.

27. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.

28. Excludes 505 shares previously reported as held of record by the 2024 Annuity Trust 2 which were re-registered on November 28, 2025 and are now held of record by the Revocable Trust.

29. The shares are held of record by the 2024 Annuity Trust 2.

30. 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.

31. 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.

	/s/ Chad Skinner, by power of attorney	12/05/2025
	** 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.
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FAQ

What insider activity did Cloudflare (NET) disclose in this Form 4?

The filing shows that CEO and Board Co-Chair Matthew Prince converted Class B common stock into Class A common stock and then sold portions of those Class A shares in the open market on December 3, 4, and 5, 2025 at various weighted average prices around $198–$205 per share.

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

Yes. The filing notes that the sales reported were effected pursuant to a Rule 10b5‑1 trading plan that Matthew Prince adopted on February 11, 2025, which is intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c).

What types of Cloudflare (NET) securities were involved in these insider transactions?

The transactions involve conversions of Class B common stock into Class A common stock and subsequent sales of Class A shares. Each share of Class B common stock is convertible into one share of Class A common stock and has no expiration date, according to the disclosure.

At what prices did the Cloudflare (NET) CEO sell shares in this Form 4?

The reported Class A share sales were executed in multiple trades at weighted average prices in narrow ranges. Examples include an average price of $198.8011 per share for one tranche on December 3, 2025, and average prices such as $201.4228 and $204.1987 per share for tranches on December 4, 2025.

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

The filing explains that many of the reported securities are held indirectly through various trusts, including The Matthew Prince Revocable Trust dated October 29, 2015, where he serves as trustee, as well as several grantor retained annuity trusts and family trusts in which he acts as trustee or investment advisor.

What does the Form 4 say about Matthew Prince’s remaining derivative holdings in Cloudflare (NET)?

Table II lists substantial holdings of Class B common stock that are convertible into Class A shares. One line, for example, shows derivative securities corresponding to 6,928,408 shares of Class A common stock held indirectly, reflecting ongoing significant exposure to Cloudflare equity.