SEC Form 4 · accession 0001786925-26-000025
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 · 7:40 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 24, 2026 | C | 52,384 | — | A | 52,384 | I | See footnote |
| Class A Common StockF4,F2 | Jun 24, 2026 | S | 2,883 | $221.4594 | D | 49,501 | I | See footnote |
| Class A Common StockF5,F2 | Jun 24, 2026 | S | 9,740 | $222.5551 | D | 39,761 | I | See footnote |
| Class A Common StockF6,F2 | Jun 24, 2026 | S | 11,001 | $223.4642 | D | 28,760 | I | See footnote |
| Class A Common StockF7,F2 | Jun 24, 2026 | S | 8,153 | $224.4011 | D | 20,607 | I | See footnote |
| Class A Common StockF8,F2 | Jun 24, 2026 | S | 11,304 | $225.4768 | D | 9,303 | I | See footnote |
| Class A Common StockF9,F2 | Jun 24, 2026 | S | 7,731 | $226.3026 | D | 1,572 | I | See footnote |
| Class A Common StockF10,F2 | Jun 24, 2026 | S | 1,475 | $227.3087 | D | 97 | I | See footnote |
| Class A Common StockF11,F2 | Jun 24, 2026 | S | 97 | $228.1428 | D | 0 | I | See footnote |
| Class A Common Stock | holding | — | — | — | 360,807 | D |
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 24, 2026 | C | 52,384 | D | — | — | Class A Common Stock | 52,384 | 4,296,167 | I |
| Class B Common StockF12,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 6,928,408 | 6,928,408 | I |
| Class B Common StockF13,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 1,060,000 | 1,060,000 | I |
| Class B Common StockF14,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,951,829 | 2,951,829 | I |
| Class B Common StockF15,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 3,065,015 | 3,065,015 | I |
| Class B Common StockF16,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 3,103,139 | 3,103,139 | I |
| Class B Common StockF17,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,000,000 | 2,000,000 | I |
| Class B Common StockF18,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 $226.9275 to $227.8775, inclusive.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.12 to $228.17, inclusive.
- F12The 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.
- F13The 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.
- F14The shares are held of record by 2021 Remainder Trust.
- F15The 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.
- F16The 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.
- F17The 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.
- F18The 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.
- F2The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
- 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.915 to $221.905, 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 (11) 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 $221.92 to $222.9175, inclusive.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.92 to $223.91, inclusive.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.92 to $224.9175, inclusive.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.925 to $225.9225, inclusive.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.925 to $226.9175, inclusive.
Remarks
This Form 4 is the second of two forms being filed to report transactions by the reporting person occurring on June 22, 2026 through June 24, 2026.