SEC Form 4 · accession 0001786925-26-000029

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

Jul 1, 2026

Accepted (ET)

Jul 6, 2026 · 7:01 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 Stock^F1,F2	Jul 2, 2026	C	33,631	—	A	33,631	I	See footnote
Class A Common Stock^F4,F2	Jul 2, 2026	S	4,709	$239.6359	D	28,922	I	See footnote
Class A Common Stock^F5,F2	Jul 2, 2026	S	5,738	$240.4814	D	23,184	I	See footnote
Class A Common Stock^F6,F2	Jul 2, 2026	S	8,724	$241.6077	D	14,460	I	See footnote
Class A Common Stock^F7,F2	Jul 2, 2026	S	6,481	$242.3757	D	7,979	I	See footnote
Class A Common Stock^F8,F2	Jul 2, 2026	S	762	$243.4556	D	7,217	I	See footnote
Class A Common Stock^F9,F2	Jul 2, 2026	S	1,738	$244.6423	D	5,479	I	See footnote
Class A Common Stock^F10,F2	Jul 2, 2026	S	2,510	$245.4885	D	2,969	I	See footnote
Class A Common Stock^F11,F2	Jul 2, 2026	S	2,405	$246.7104	D	564	I	See footnote
Class A Common Stock^F12,F2	Jul 2, 2026	S	564	$247.3302	D	0	I	See footnote
Class A Common Stock^F1,F13	Jul 6, 2026	C	18,752	—	A	18,752	I	See footnote
Class A Common Stock^F14,F13	Jul 6, 2026	S	106	$244.8702	D	18,646	I	See footnote
Class A Common Stock^F15,F13	Jul 6, 2026	S	4,182	$245.9338	D	14,464	I	See footnote
Class A Common Stock^F16,F13	Jul 6, 2026	S	4,686	$246.6262	D	9,778	I	See footnote
Class A Common Stock^F17,F13	Jul 6, 2026	S	5,170	$247.646	D	4,608	I	See footnote
Class A Common Stock^F18,F13	Jul 6, 2026	S	3,624	$248.6202	D	984	I	See footnote
Class A Common Stock^F19,F13	Jul 6, 2026	S	965	$249.5209	D	19	I	See footnote
Class A Common Stock^F20,F13	Jul 6, 2026	S	19	$250.3897	D	0	I	See footnote
Class A Common Stock^F1,F2	Jul 6, 2026	C	33,631	—	A	33,631	I	See footnote
Class A Common Stock^F21,F2	Jul 6, 2026	S	288	$243.8195	D	33,343	I	See footnote
Class A Common Stock^F22,F2	Jul 6, 2026	S	1,883	$245.6074	D	31,460	I	See footnote
Class A Common Stock^F23,F2	Jul 6, 2026	S	11,370	$246.2398	D	20,090	I	See footnote
Class A Common Stock^F24,F2	Jul 6, 2026	S	8,804	$247.3796	D	11,286	I	See footnote
Class A Common Stock^F25,F2	Jul 6, 2026	S	7,678	$248.3155	D	3,608	I	See footnote
Class A Common Stock^F26,F2	Jul 6, 2026	S	3,288	$249.2007	D	320	I	See footnote
Class A Common Stock^F27,F2	Jul 6, 2026	S	320	$249.993	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 Stock^F2,F1	—	Jul 2, 2026	C	33,631	D	—	—	Class A Common Stock	33,631	2,884,563	I
Class B Common Stock^F13,F1	—	Jul 6, 2026	C	18,752	D	—	—	Class A Common Stock	18,752	4,239,876	I
Class B Common Stock^F2,F1	—	Jul 6, 2026	C	33,631	D	—	—	Class A Common Stock	33,631	2,850,932	I
Class B Common Stock^F28,F1	—	holding	—	—	—	—	—	Class A Common Stock	6,928,408	6,928,408	I
Class B Common Stock^F29,F1	—	holding	—	—	—	—	—	Class A Common Stock	1,060,000	1,060,000	I
Class B Common Stock^F30,F1	—	holding	—	—	—	—	—	Class A Common Stock	3,065,015	3,065,015	I
Class B Common Stock^F31,F1	—	holding	—	—	—	—	—	Class A Common Stock	3,103,139	3,103,139	I
Class B Common Stock^F32,F1	—	holding	—	—	—	—	—	Class A Common Stock	2,000,000	2,000,000	I
Class B Common Stock^F33,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 $245.07 to $246.02, inclusive.
F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.23 to $247.215, inclusive.
F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.23 to $247.485, inclusive.
F13The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.18 to $245.05, inclusive.
F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.1825 to $246.18, inclusive.
F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.185 to $247.18, inclusive.
F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.185 to $248.175, inclusive.
F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.185 to $249.175, inclusive.
F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.225 to $250.1075, inclusive.
F2The 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.
F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $250.345 to $250.43, inclusive.
F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.5125 to $244.18, inclusive.
F22The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.825 to $245.8225, inclusive.
F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.825 to $246.81, inclusive.
F24The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.83 to $247.8275, inclusive.
F25The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.8375 to $248.83, inclusive.
F26The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.85 to $249.81, inclusive.
F27The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $249.85 to $250.43, inclusive.
F28The 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.
F29The 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.
F3The 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.
F30The 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.
F31The 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.
F32The 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.
F33The 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 $239.035 to $240.0325, 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 (12) and (14) through (27) 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 $240.0375 to $241.035, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.04 to $242.035, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.04 to $243.03, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.04 to $243.93, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.0675 to $245.05, inclusive.

Remarks

This Form 4 is the second of two forms being filed to report transactions by the reporting person occurring on July 1, 2026 through July 6, 2026.