[Form 4] Cloudflare, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Cloudflare, Inc. CEO and Board Co-Chair Matthew Prince reported pre-planned stock transactions through family trusts. Trusts converted 157,152 shares of Class B Common Stock into Class A Common Stock at an exercise price of $0.00 per share between April 6–8, 2026.

The trusts then sold 156,493 Class A shares in a series of open-market trades at weighted average prices ranging from $207.735 to $223.205 per share, under a Rule 10b5-1 trading plan adopted on February 11, 2025. One indirect Class A holding reported 50,719 shares remaining after an April 8 sale.

Prince-associated trusts continue to hold sizable Class B positions that are each convertible one-to-one into Class A Common Stock, including blocks such as 6,928,408 underlying Class A shares held indirectly.

Insider Trade Summary 10b5-1

Net Seller: 156,493 shares ($33,167,769)

Net Sell 40 txns

Insider Prince Matthew

Role CEO & Board Co-Chair

Sold 156,493 shs ($33.17M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	52,384	$0.00	--
Conversion	Class A Common Stock	52,384	$0.00	--
Sale	Class A Common Stock	1,665	$209.97	$350K
Sale	Class A Common Stock	11,622	$210.83	$2.45M
Sale	Class A Common Stock	5,375	$211.70	$1.14M
Sale	Class A Common Stock	6,839	$212.85	$1.46M
Sale	Class A Common Stock	10,847	$213.71	$2.32M
Sale	Class A Common Stock	4,588	$214.71	$985K
Sale	Class A Common Stock	3,332	$215.75	$719K
Sale	Class A Common Stock	2,422	$216.75	$525K
Sale	Class A Common Stock	1,919	$217.79	$418K
Sale	Class A Common Stock	466	$218.83	$102K
Sale	Class A Common Stock	754	$220.44	$166K
Sale	Class A Common Stock	659	$221.63	$146K
Sale	Class A Common Stock	1,237	$222.69	$275K
Conversion	Class B Common Stock	52,384	$0.00	--
Conversion	Class A Common Stock	52,384	$0.00	--
Sale	Class A Common Stock	567	$208.59	$118K
Sale	Class A Common Stock	2,227	$209.78	$467K
Sale	Class A Common Stock	12,787	$210.72	$2.69M
Sale	Class A Common Stock	9,641	$211.62	$2.04M
Sale	Class A Common Stock	14,084	$212.61	$2.99M
Sale	Class A Common Stock	7,057	$213.65	$1.51M
Sale	Class A Common Stock	2,224	$214.50	$477K
Sale	Class A Common Stock	3,797	$215.54	$818K
Conversion	Class B Common Stock	52,384	$0.00	--
Conversion	Class A Common Stock	52,384	$0.00	--
Sale	Class A Common Stock	6,691	$208.48	$1.39M
Sale	Class A Common Stock	16,505	$209.24	$3.45M
Sale	Class A Common Stock	11,367	$210.22	$2.39M
Sale	Class A Common Stock	15,997	$211.06	$3.38M
Sale	Class A Common Stock	1,320	$212.17	$280K
Sale	Class A Common Stock	504	$213.28	$107K
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 — 4,584,921 shares (Indirect, See footnote); Class A Common Stock — 52,384 shares (Indirect, See footnote)

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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.735 to $208.73, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.735 to $209.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.74 to $210.73, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.75 to $211.705, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.78 to $212.74, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.84 to $213.47, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.125 to $208.86, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.125 to $210.12, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.145 to $211.14, inclusive. 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 $212.14, inclusive. 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 $213.14, inclusive. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.15 to $215.11, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.17 to $215.90, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.27 to $210.265, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.27 to $211.265, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.27 to $212.265, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.275 to $213.265, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.29 to $214.285, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.29 to $215.285, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.30 to $216.275, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.335 to $217.33, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.385 to $218.275, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.52 to $219.24, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.795 to $220.775, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.825 to $221.82, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.235 to $223.205, inclusive. 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 May 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 August 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).

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)
04/06/2026

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	04/06/2026		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	04/06/2026		S(3)		6,691	D	$208.48(4)	45,693	I	See footnote(2)
Class A Common Stock	04/06/2026		S(3)		16,505	D	$209.24(5)	29,188	I	See footnote(2)
Class A Common Stock	04/06/2026		S(3)		11,367	D	$210.22(6)	17,821	I	See footnote(2)
Class A Common Stock	04/06/2026		S(3)		15,997	D	$211.06(7)	1,824	I	See footnote(2)
Class A Common Stock	04/06/2026		S(3)		1,320	D	$212.17(8)	504	I	See footnote(2)
Class A Common Stock	04/06/2026		S(3)		504	D	$213.28(9)	0	I	See footnote(2)
Class A Common Stock	04/07/2026		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		567	D	$208.59(10)	51,817	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		2,227	D	$209.78(11)	49,590	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		12,787	D	$210.72(12)	36,803	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		9,641	D	$211.62(13)	27,162	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		14,084	D	$212.61(14)	13,078	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		7,057	D	$213.65(15)	6,021	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		2,224	D	$214.5(16)	3,797	I	See footnote(2)
Class A Common Stock	04/07/2026		S(3)		3,797	D	$215.54(17)	0	I	See footnote(2)
Class A Common Stock	04/08/2026		C		52,384	A	(1)	52,384	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		1,665	D	$209.97(18)	50,719	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		11,622	D	$210.83(19)	39,097	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		5,375	D	$211.7(20)	33,722	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		6,839	D	$212.85(21)	26,883	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		10,847	D	$213.71(22)	16,036	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		4,588	D	$214.71(23)	11,448	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		3,332	D	$215.75(24)	8,116	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		2,422	D	$216.75(25)	5,694	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		1,919	D	$217.79(26)	3,775	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		466	D	$218.83(27)	3,309	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		754	D	$220.44(28)	2,555	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		659	D	$221.63(29)	1,896	I	See footnote(2)
Class A Common Stock	04/08/2026		S(3)		1,237	D	$222.69(30)	659	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	04/06/2026		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	4,689,689	I	See footnote(2)
Class B Common Stock	(1)	04/07/2026		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	4,637,305	I	See footnote(2)
Class B Common Stock	(1)	04/08/2026		C			52,384	(1)	(1)	Class A Common Stock	52,384	$0	4,584,921	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	I	See footnote(35)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	2,000,000		2,000,000	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)

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 $207.735 to $208.73, 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 $208.735 to $209.73, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.74 to $210.73, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.75 to $211.705, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.78 to $212.74, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.84 to $213.47, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.125 to $208.86, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.125 to $210.12, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.145 to $211.14, 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 $212.14, 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 $213.14, 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 $214.15 to $215.11, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.17 to $215.90, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.27 to $210.265, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.27 to $211.265, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.27 to $212.265, inclusive.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.275 to $213.265, inclusive.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.29 to $214.285, inclusive.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.29 to $215.285, inclusive.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.30 to $216.275, inclusive.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.335 to $217.33, inclusive.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.385 to $218.275, inclusive.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.52 to $219.24, inclusive.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.795 to $220.775, inclusive.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.825 to $221.82, inclusive.

30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.235 to $223.205, 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. 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.

36. 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.

37. 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 April 6, 2026 through April 8, 2026.

	/s/ Chad Skinner, by power of attorney	04/08/2026
	** 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)