SEC Form 4 · accession 0001786925-26-000023
Cloudflare, Inc. · NET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Prince
Officer — CEO & Board Co-Chair · Director · 10% Owner
Period of report
Jun 22, 2026
Accepted (ET)
Jun 24, 2026 · 7:38 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001477333
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jun 22, 2026 | C | 26,834 | — | A | 52,384 | I | See footnote |
| Class A Common StockF4,F2 | Jun 22, 2026 | S | 3,990 | $212.9718 | D | 48,394 | I | See footnote |
| Class A Common StockF5,F2 | Jun 22, 2026 | S | 2,543 | $213.9672 | D | 45,851 | I | See footnote |
| Class A Common StockF6,F2 | Jun 22, 2026 | S | 4,560 | $214.9428 | D | 41,291 | I | See footnote |
| Class A Common StockF7,F2 | Jun 22, 2026 | S | 6,268 | $216.069 | D | 35,023 | I | See footnote |
| Class A Common StockF8,F2 | Jun 22, 2026 | S | 7,752 | $216.9738 | D | 27,271 | I | See footnote |
| Class A Common StockF9,F2 | Jun 22, 2026 | S | 8,697 | $217.956 | D | 18,574 | I | See footnote |
| Class A Common StockF10,F2 | Jun 22, 2026 | S | 2,834 | $218.7256 | D | 15,740 | I | See footnote |
| Class A Common StockF11,F2 | Jun 22, 2026 | S | 4,915 | $220.1083 | D | 10,825 | I | See footnote |
| Class A Common StockF12,F2 | Jun 22, 2026 | S | 3,583 | $220.9871 | D | 7,242 | I | See footnote |
| Class A Common StockF13,F2 | Jun 22, 2026 | S | 2,258 | $222.0855 | D | 4,984 | I | See footnote |
| Class A Common StockF14,F2 | Jun 22, 2026 | S | 2,868 | $223.0753 | D | 2,116 | I | See footnote |
| Class A Common StockF15,F2 | Jun 22, 2026 | S | 1,818 | $223.9689 | D | 298 | I | See footnote |
| Class A Common StockF16,F2 | Jun 22, 2026 | S | 298 | $225.0274 | D | 0 | I | See footnote |
| Class A Common StockF1,F2 | Jun 23, 2026 | C | 52,384 | — | A | 52,384 | I | See footnote |
| Class A Common StockF17,F2 | Jun 23, 2026 | S | 395 | $216.2062 | D | 51,989 | I | See footnote |
| Class A Common StockF18,F2 | Jun 23, 2026 | S | 483 | $217.2044 | D | 51,506 | I | See footnote |
| Class A Common StockF19,F2 | Jun 23, 2026 | S | 370 | $218.2024 | D | 51,136 | I | See footnote |
| Class A Common StockF20,F2 | Jun 23, 2026 | S | 825 | $219.3122 | D | 50,311 | I | See footnote |
| Class A Common StockF21,F2 | Jun 23, 2026 | S | 1,030 | $220.5847 | D | 49,281 | I | See footnote |
| Class A Common StockF22,F2 | Jun 23, 2026 | S | 3,339 | $221.3281 | D | 45,942 | I | See footnote |
| Class A Common StockF23,F2 | Jun 23, 2026 | S | 5,522 | $222.4714 | D | 40,420 | I | See footnote |
| Class A Common StockF24,F2 | Jun 23, 2026 | S | 2,134 | $223.2787 | D | 38,286 | I | See footnote |
| Class A Common StockF25,F2 | Jun 23, 2026 | S | 5,459 | $224.6401 | D | 32,827 | I | See footnote |
| Class A Common StockF26,F2 | Jun 23, 2026 | S | 10,478 | $225.3191 | D | 22,349 | I | See footnote |
| Class A Common StockF27,F2 | Jun 23, 2026 | S | 5,059 | $226.251 | D | 17,290 | I | See footnote |
| Class A Common StockF28,F2 | Jun 23, 2026 | S | 5,975 | $227.6067 | D | 11,315 | I | See footnote |
| Class A Common StockF29,F2 | Jun 23, 2026 | S | 4,538 | $228.6522 | D | 6,777 | I | See footnote |
| Class A Common StockF30,F2 | Jun 23, 2026 | S | 6,666 | $229.3658 | D | 111 | I | See footnote |
| Class A Common StockF2 | Jun 23, 2026 | S | 111 | $230.04 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F1 | — | Jun 22, 2026 | C | 26,834 | D | — | — | Class A Common Stock | 26,834 | 4,400,935 | I |
| Class B Common StockF2,F1 | — | Jun 23, 2026 | C | 52,384 | D | — | — | Class A Common Stock | 52,384 | 4,348,551 | I |
| Class B Common StockF31,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 6,928,408 | 6,928,408 | I |
| Class B Common StockF32,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 1,060,000 | 1,060,000 | I |
| Class B Common StockF33,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,951,829 | 2,951,829 | I |
| Class B Common StockF34,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 3,065,015 | 3,065,015 | I |
| Class B Common StockF35,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 3,103,139 | 3,103,139 | I |
| Class B Common StockF36,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,000,000 | 2,000,000 | I |
| Class B Common StockF37,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,000,000 | 2,000,000 | I |
Explanation of responses
- F1Each 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.495 to $219.45, inclusive.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.54 to $220.525, inclusive.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.56 to $221.555, inclusive.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.56 to $222.55, inclusive.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.56 to $223.54, inclusive.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.56 to $224.53, inclusive.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.57 to $225.25, inclusive.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.535 to $216.465, inclusive.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.57 to $217.55, inclusive.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.77 to $218.67, inclusive.
- F2The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
- F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.78 to $219.73, inclusive.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.88 to $220.87, inclusive.
- F22The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.88 to $221.84, inclusive.
- F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.88 to $222.875, inclusive.
- F24The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.88 to $223.85, inclusive.
- F25The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.88 to $224.8775, inclusive.
- F26The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.88 to $225.865, inclusive.
- F27The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.90 to $226.895, inclusive.
- F28The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.03 to $228.02, inclusive.
- F29The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.04 to $229.03, inclusive.
- F3The 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.
- F30The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.04 to $230.025, inclusive.
- F31The 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.
- F32The 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.
- F33The 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.
- F34The 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.
- F35The 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.
- F36The 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.
- F37The 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.43 to $213.42, 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 (30) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.43 to $214.415, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.475 to $215.44, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.485 to $216.48, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.485 to $217.48, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.485 to $218.475, inclusive.
Remarks
This Form 4 is the first of two forms being filed to report transactions by the reporting person occurring on June 22, 2026 through June 24, 2026.