Matthew Prince - 13 May 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Role
CEO & Board Co-Chair, Director, 10%+ Owner
Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
13 May 2025
Transactions value $
-$25,971,859
Form type
4
Filing time
15 May 2025, 20:24:35 UTC
Previous filing
10 Apr 2025
Next filing
13 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Prince Matthew CEO & Board Co-Chair, Director, 10%+ Owner C/O CLOUDFLARE, INC., 405 COMAL STREET, AUSTIN /s/ Lindsey Cochran, by power of attorney 15 May 2025 0001786925

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 13 May 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$75,697 -526 -1% $143.91 51,858 13 May 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$395,951 -2,728 -5.3% $145.14 49,130 13 May 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$742,137 -5,078 -10% $146.15 44,052 13 May 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$1,335,531 -9,080 -21% $147.08 34,972 13 May 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale -$609,650 -4,115 -12% $148.15 30,857 13 May 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale -$624,452 -4,187 -14% $149.14 26,670 13 May 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$3,104,580 -20,644 -77% $150.39 6,026 13 May 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale -$909,330 -6,026 -100% $150.9 0 13 May 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 14 May 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$571,068 -3,780 -7.2% $151.08 48,604 14 May 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$4,548,068 -29,888 -61% $152.17 18,716 14 May 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale -$1,998,208 -13,041 -70% $153.23 5,675 14 May 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale -$875,159 -5,675 -100% $154.21 0 14 May 2025 See footnote F2, F3, F15
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 15 May 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$679,263 -4,490 -8.6% $151.28 47,894 15 May 2025 See footnote F2, F3, F16
transaction NET Class A Common Stock Sale -$3,387,396 -22,256 -46% $152.2 25,638 15 May 2025 See footnote F2, F3, F17
transaction NET Class A Common Stock Sale -$2,326,646 -15,212 -59% $152.95 10,426 15 May 2025 See footnote F2, F3, F18
transaction NET Class A Common Stock Sale -$1,604,688 -10,426 -37% $153.91 18,063 15 May 2025 See footnote F2, F3, F19, F20
transaction NET Class A Common Stock Tax liability -$2,184,025 -14,137 -3.4% $154.49 399,276 15 May 2025 Direct F21

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.69% $0 7,517,183 13 May 2025 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.7% $0 7,464,799 14 May 2025 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.7% $0 7,412,415 15 May 2025 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 13 May 2025 Class A Common Stock 6,928,408 See footnote F1, F22
holding NET Class B Common Stock 1,060,000 13 May 2025 Class A Common Stock 1,060,000 See footnote F1, F23
holding NET Class B Common Stock 2,054,420 13 May 2025 Class A Common Stock 2,054,420 See footnote F1, F24
holding NET Class B Common Stock 2,374,621 13 May 2025 Class A Common Stock 2,374,621 See footnote F1, F25
holding NET Class B Common Stock 4,000,000 13 May 2025 Class A Common Stock 4,000,000 See footnote F1, F26
holding NET Class B Common Stock 4,004,117 13 May 2025 Class A Common Stock 4,004,117 See footnote F1, F27
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").
F3 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 20, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.54 to $144.51, 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 (19) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.54 to $145.39, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.61 to $146.54, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.66 to $147.61, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.71 to $148.69, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.730 to $149.72, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.73 to $150.725, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.735 to $151.29, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.575 to $151.515, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.735 to $152.73, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.775 to $153.76, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.80 to $154.54, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.62 to $151.61, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.62 to $152.61, inclusive.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.62 to $153.61, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.62 to $154.36, inclusive.
F20 The 18,063 shares issuable upon vesting and settlement of the RSUs reported in the row immediately below were re-registered and are now held directly by the Revocable Trust.
F21 The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
F22 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.
F23 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.
F24 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
F25 The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor.
F26 The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.
F27 The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor.