Cloudflare (NET) CEO reports 495,257-share charitable gift, trust moves

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) CEO and Board Co‑Chair Matthew Prince filed a Form 4 reporting changes in his indirect holdings of Cloudflare stock. The filing shows movements in Class B Common Stock, which is convertible into Class A Common Stock on a one‑to‑one basis at his election and has no expiration date.

The transactions include entries with code "G" involving 495,257 shares of Class B Common Stock on 11/25/2025 and 11/26/2025, with footnote (3) stating this represents a gift to a 501(c)(3) charitable organization. The securities are held through multiple trusts and an LLC, including the Matthew Prince Revocable Trust and several Prince family irrevocable and grantor retained annuity trusts, where Prince serves as trustee, co‑trustee, or investment advisor.

Insider Trade Summary

1,485,771 shares gifted

Mixed 10 txns

Insider Prince Matthew

Role CEO and Board Co-Chair

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	495,257	$0.00	--
Gift	Class B Common Stock	495,257	$0.00	--
Gift	Class B Common Stock	495,257	$0.00	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 0 shares (Indirect, By LLC)

Footnotes (1)

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. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee. Represents a gift to a 501(c)(3) charitable organization. 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. 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. 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. 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. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated 08/20/2024, for which the reporting person serves as co-trustee and investment advisor. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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 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 and Board Co-Chair

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2025

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

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)	11/25/2025		G			495,257	(1)	(1)	Class A Common Stock	495,257	$0	5,324,733	I	See footnote(2)
Class B Common Stock	(1)	11/25/2025		G		495,257		(1)	(1)	Class A Common Stock	495,257	$0	495,257	I	By LLC
Class B Common Stock	(1)	11/26/2025		G(3)			495,257	(1)	(1)	Class A Common Stock	495,257	$0	0	I	By LLC
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	6,928,408		6,928,408	I	See footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,060,000		1,060,000	I	See footnote(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,952,186		2,952,186	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,065,015		3,065,015	I	See footnote(7)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	3,103,644		3,103,644	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(9)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	I	See footnote(10)

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. Represents a gift to a 501(c)(3) charitable organization.

4. 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.

5. 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.

6. 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.

7. 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.

8. The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.

9. 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.

10. 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/ Lindsey Cochran, by power of attorney	11/26/2025
	** 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.
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.

FAQ

What did Cloudflare (NET) CEO Matthew Prince report on this Form 4?

The Form 4 reports changes in Matthew Prince’s indirect ownership of Cloudflare Class B Common Stock, which is convertible into Class A Common Stock on a one‑to‑one basis, including a reported gift transaction.

How many Cloudflare shares were involved in Matthew Prince’s reported gift?

The filing shows transactions coded "G" involving 495,257 shares of Class B Common Stock on 11/25/2025 and 11/26/2025, with footnote (3) stating this represents a gift to a 501(c)(3) charitable organization.

What is the relationship between Cloudflare Class B and Class A Common Stock in this filing?

The filing explains that each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one‑to‑one basis at Matthew Prince’s election and has no expiration date.

Through which entities does Matthew Prince indirectly hold Cloudflare shares?

The reported securities are held of record by several trusts and an LLC, including The Matthew Prince Revocable Trust dated October 29, 2015 and multiple Prince family irrevocable and grantor retained annuity trusts, where Prince serves as trustee, co‑trustee, or investment advisor.

What does transaction code "G" mean in this Cloudflare Form 4?

In this Form 4, transaction code "G" is used for transactions involving 495,257 shares of Class B Common Stock, with footnote (3) clarifying that it represents a gift to a 501(c)(3) charitable organization.

What role does Matthew Prince hold at Cloudflare (NET) according to this filing?

The filing identifies Matthew Prince as both a Director and an Officer of Cloudflare, serving as CEO and Board Co‑Chair.