Matthew Prince reports 7.7% Cloudflare (NET) ownership stake

Rhea-AI Filing Summary

Cloudflare, Inc. insider Matthew Prince reports beneficial ownership of 26,338,507 shares, representing 7.7% of the Class A common stock as of December 31, 2025. He has sole voting and dispositive power over 5,230,116 shares and shared power over 21,108,391 shares.

The holdings include Class A shares, Class B shares held through multiple family and grantor retained annuity trusts, and 39,498 Class A shares issuable upon RSU vesting within 60 days of December 31, 2025. Cloudflare has a dual-class structure, with each Class B share carrying ten votes and each Class A share one vote, though the reported percentage treats Class B shares as converted into Class A.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Cloudflare, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

18915M107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 18915M107

1

Names of Reporting Persons

Matthew Prince

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,230,116.00
6	Shared Voting Power 21,108,391.00
7	Sole Dispositive Power 5,230,116.00
8	Shared Dispositive Power 21,108,391.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

26,338,507.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.7 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: With respect to Rows 5, 7 and 9, includes (i) 5,190,618 shares of Class B common stock held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which Matthew Prince (the "Reporting Person") serves as trustee and (ii) 39,498 shares of Class A common stock issuable upon the vesting of restricted stock units ("RSUs") within 60 days of December 31, 2025. With respect to Rows 6, 8 and 9, includes (i) 6,928,408 shares of Class B common stock held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor; (ii) 1,060,000 shares of Class B common stock held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor; (iii) 3,065,015 shares of Class B common stock held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated 5/20/2024, for which the Reporting Person serves as co-trustee and investment advisor; (iv) 3,103,139 shares of Class B common stock held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated 8/20/2024, for which the Reporting Person serves as co-trustee and investment advisor; (v) 2,951,829 shares of Class B common stock held of record by The Prince 2021 Remainder Trust dated 9/23/2021, for which the Reporting Person serves as investment advisor; (vi) 2,000,000 shares of Class B common stock held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust dated 5/10/2025, for which the Reporting Person serves as investment advisor; and (vii) 2,000,000 shares of Class B common stock held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust 2 dated 8/11/2025, for which the Reporting Person serves as investment advisor. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated as the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 315,250,214 shares of Class A common stock outstanding as of October 16, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on October 30, 2025 (the "Form 10-Q"); (ii) 39,498 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of December 31, 2025; and (iii) 26,299,009 shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clause "(a)" of this paragraph are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class B common stock is convertible at any time into one share of Class A common stock. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. There were 35,030,951 shares of Class B common stock outstanding as of October 16, 2025, as reported in the Form 10-Q, including the 26,299,009 shares of Class B common stock beneficially owned by the Reporting Person as set forth in above. The percentage reported does not reflect the ten for one voting power of the Class B common stock because these shares are treated as converted into Class A common stock for the purpose of this report.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cloudflare, Inc.
(b)	Address of issuer's principal executive offices: 101 Townsend Street, San Francisco, CA 94107
Item 2.
(a)	Name of person filing: Matthew Prince
(b)	Address or principal business office or, if none, residence: c/o Cloudflare, Inc. 405 Comal Street Austin, Texas 78702
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Common Stock, $0.001 par value per share
(e)	CUSIP No.: 18915M107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Row 9 of cover page.
(b)	Percent of class: See Row 11 of cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Row 5 of cover page for the Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for the Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for the Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for the Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Matthew Prince

Signature:	/s/ Matthew Prince
Name/Title:	Matthew Prince
Date:	02/13/2026

FAQ

How many Cloudflare (NET) shares does Matthew Prince beneficially own?

Matthew Prince beneficially owns 26,338,507 Cloudflare shares. This total includes Class A and Class B shares held directly and through several family and grantor trusts, plus 39,498 Class A shares issuable upon RSU vesting within 60 days of December 31, 2025.

What percentage of Cloudflare (NET) Class A stock does Matthew Prince own?

Matthew Prince reports beneficial ownership of 7.7% of Cloudflare’s Class A common stock. This percentage is calculated using outstanding Class A shares, RSUs vesting within 60 days of December 31, 2025, and his beneficially owned Class B shares treated as converted into Class A.

How are Matthew Prince’s Cloudflare (NET) shares held and controlled?

Prince’s shares are held directly and through multiple trusts, where he serves as trustee, co-trustee, or investment advisor. He has sole power over 5,230,116 shares and shared voting and dispositive power over 21,108,391 shares held across various Prince family and grantor retained annuity trusts.

What is the voting power difference between Cloudflare Class A and Class B shares?

Each Cloudflare Class A share has one vote, while each Class B share has ten votes. For ownership percentage calculations in this report, Prince’s Class B shares are treated as if converted into Class A, so the 7.7% figure does not reflect the higher voting power of Class B.

What does this Schedule 13G/A filing disclose about Cloudflare (NET)?

The Schedule 13G/A Amendment No. 5 discloses Matthew Prince’s beneficial ownership in Cloudflare. It details his total 26,338,507 shares, the 7.7% ownership percentage, the mix of Class A and Class B shares, related RSUs, and how voting and dispositive powers are allocated across his holdings.

Which date is used to calculate Matthew Prince’s Cloudflare ownership percentage?

The ownership percentage is based on Cloudflare share counts as of October 16, 2025, and RSUs vesting within 60 days of December 31, 2025. Those figures come from Cloudflare’s Form 10-Q for the quarter ended September 30, 2025, combined with Prince’s beneficially owned Class B shares.