Cloudflare, Inc. (NYSE: NET) CEO logs trust sales and Class B to A conversions
Rhea-AI Filing Summary
Cloudflare, Inc. CEO, Board Co‑Chair and 10% owner Matthew Prince reported indirect transactions in company stock. On August 4–5, 2026, family trusts for which he serves as trustee or investment advisor converted 52,383 Class B shares into an equal number of Class A shares.
Those trusts also sold an aggregate of 51,034 Class A shares in numerous transactions reported as open‑market or private sales at weighted‑average prices, under a Rule 10b5‑1 trading plan adopted on February 26, 2026. The filing lists large remaining indirect Class B positions, including 6,928,408 and 2,000,000 shares, each convertible one‑for‑one into Class A.
Positive
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Insights
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Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
38 txns
Insider
Prince Matthew
Role
CEO & Board Co-Chair
Sold
51,034 shs ($15.19M)
Approx. gross sale proceeds
$15.19M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F19, F20 | 18,752 | $0.00 | $0.00 |
| Conversion | Class B Common Stock F19, F3 | 33,631 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F19, F20 | 18,752 | -- | -- |
| Sale | Class A Common Stock F1, F21, F20 | 1,156 | $291.6393 | $337K |
| Sale | Class A Common Stock F1, F22, F20 | 422 | $292.7401 | $124K |
| Sale | Class A Common Stock F1, F23, F20 | 575 | $293.6468 | $169K |
| Sale | Class A Common Stock F1, F24, F20 | 4,334 | $295.0486 | $1.28M |
| Sale | Class A Common Stock F1, F25, F20 | 5,602 | $295.7494 | $1.66M |
| Sale | Class A Common Stock F1, F26, F20 | 2,841 | $296.8268 | $843K |
| Sale | Class A Common Stock F1, F27, F20 | 1,540 | $297.8115 | $459K |
| Sale | Class A Common Stock F1, F28, F20 | 782 | $298.8746 | $234K |
| Sale | Class A Common Stock F1, F29, F20 | 623 | $299.9394 | $187K |
| Sale | Class A Common Stock F1, F30, F20 | 232 | $301.1491 | $70K |
| Sale | Class A Common Stock F1, F31, F20 | 338 | $302.2016 | $102K |
| Sale | Class A Common Stock F1, F32, F20 | 307 | $302.86 | $93K |
| Conversion | Class A Common Stock F19, F3 | 33,631 | -- | -- |
| Sale | Class A Common Stock F1, F2, F3 | 304 | $287.9893 | $88K |
| Sale | Class A Common Stock F1, F4, F3 | 869 | $289.1818 | $251K |
| Sale | Class A Common Stock F1, F5, F3 | 1,400 | $289.8711 | $406K |
| Sale | Class A Common Stock F1, F6, F3 | 643 | $290.9883 | $187K |
| Sale | Class A Common Stock F1, F7, F3 | 182 | $292.3052 | $53K |
| Sale | Class A Common Stock F1, F8, F3 | 272 | $293.0525 | $80K |
| Sale | Class A Common Stock F1, F9, F3 | 404 | $294.3084 | $119K |
| Sale | Class A Common Stock F1, F10, F3 | 2,765 | $295.772 | $818K |
| Sale | Class A Common Stock F1, F11, F3 | 3,538 | $296.7322 | $1.05M |
| Sale | Class A Common Stock F1, F12, F3 | 6,984 | $297.4917 | $2.08M |
| Sale | Class A Common Stock F1, F13, F3 | 846 | $298.6506 | $253K |
| Sale | Class A Common Stock F1, F14, F3 | 1,820 | $299.8047 | $546K |
| Sale | Class A Common Stock F1, F15, F3 | 644 | $300.5215 | $194K |
| Sale | Class A Common Stock F1, F16, F3 | 5,191 | $302.0894 | $1.57M |
| Sale | Class A Common Stock F1, F17, F3 | 6,038 | $302.967 | $1.83M |
| Sale | Class A Common Stock F1, F18, F3 | 382 | $303.601 | $116K |
| holding | Class B Common Stock F19, F33 | -- | -- | -- |
| holding | Class B Common Stock F19, F34 | -- | -- | -- |
| holding | Class B Common Stock F19, F35 | -- | -- | -- |
| holding | Class B Common Stock F19, F36 | -- | -- | -- |
| holding | Class B Common Stock F19, F37 | -- | -- | -- |
| holding | Class B Common Stock F19, F38 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 25,090,221 shares (Indirect, See footnote);
Class A Common Stock — 33,631 shares (Indirect, See footnote)
Footnotes (38)
- 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.
- F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $287.475 to $288.41, 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 (18) and (21) through (32) to this Form 4.
- 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.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.525 to $289.485, inclusive.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.53 to $290.5125, inclusive.
- F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.535 to $291.495, inclusive.
- F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.605 to $292.525, inclusive.
- F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.615 to $293.335, inclusive.
- F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.8125 to $294.79, inclusive.
- F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.1575 to $296.155, inclusive.
- F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.16 to $297.16, inclusive.
- F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.165 to $298.11, inclusive.
- F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.1875 to $299.16, inclusive.
- F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $299.24 to $300.235, inclusive.
- F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.275 to $300.84, inclusive.
- F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.52 to $302.52, inclusive.
- F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.53 to $303.53, inclusive.
- F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.54 to $303.715, inclusive.
- F19. 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.
- F20. The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
- F21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.15 to $292.06, inclusive.
- F22. 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.
- F23. 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.
- F24. 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.
- F25. 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.
- F26. 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.
- F27. 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.
- F28. 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.
- F29. 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.
- F30. 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.
- F31. 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.
- F32. 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.
- F33. 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.
- F34. 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.
- F35. 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.
- F36. 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.
- F37. 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.
- F38. 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.
Key Figures
Class A shares sold: 51,034 shares
Class B to A shares converted: 52,383 shares
Sample sale price: $295.7720 per share
+3 more
6 metrics
Class A shares sold
51,034 shares
Aggregate indirect sales reported for August 4–5, 2026
Class B to A shares converted
52,383 shares
Total Class B shares converted into Class A on August 5, 2026
Sample sale price
$295.7720 per share
Weighted-average price for 2,765 Class A shares sold on August 4, 2026
Indirect Class B holding
6,928,408 shares
Class B shares indirectly held, each convertible one-for-one into Class A
Grantor trust Class B blocks
2,000,000 shares
Size of each of two Class B positions in 2025 Grantor Retained Annuity Trusts
10b5-1 plan adoption date
February 26, 2026
Date Matthew Prince adopted the Rule 10b5-1 trading plan used for these sales
Key Terms
Rule 10b5-1 trading plan, weighted average price, Revocable Trust, Grantor Retained Annuity Trust
4 terms
Rule 10b5-1 trading plan regulatory
"sale reported in this Form 4 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.
Revocable Trust financial
"The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Grantor Retained Annuity Trust financial
"held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated May 20, 2024"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Cloudflare (NET) CEO Matthew Prince report in this Form 4?
Matthew Prince reported indirect trust-level trades converting 52,383 Class B shares into Class A and selling 51,034 Class A shares. All transactions were carried out by family trusts where he serves as trustee or investment advisor.
Were the Cloudflare (NET) trades made under a Rule 10b5-1 trading plan?
Yes. Footnote language states the sales were effected under a Rule 10b5‑1 trading plan adopted on February 26, 2026. The filing’s Rule 10b5‑1 checkbox is also marked, confirming these dispositions were executed pursuant to a pre‑arranged plan.
What indirect Cloudflare (NET) holdings does Matthew Prince continue to report?
The filing shows substantial remaining indirect positions in Class B Common Stock, including blocks of 6,928,408, 3,065,015, 3,103,139 and two separate 2,000,000-share positions. Each Class B share is convertible into one share of Class A with no expiration.