Matthew Prince - 11 Jun 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
11 Jun 2025
Transactions value $
-$27,620,208
Form type
4
Filing time
13 Jun 2025, 20:29:50 UTC
Previous filing
15 May 2025
Next filing
10 Jul 2025

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 13 Jun 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 +34,321 +190% 52,384 11 Jun 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$627,620 -3,522 -6.7% $178.2 48,862 11 Jun 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$3,654,860 -20,409 -42% $179.08 28,453 11 Jun 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$3,526,243 -19,605 -69% $179.86 8,848 11 Jun 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$1,601,100 -8,848 -100% $180.96 0 11 Jun 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 12 Jun 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$69,398 -411 -0.78% $168.85 51,973 12 Jun 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Sale -$1,045,860 -6,161 -12% $169.76 45,812 12 Jun 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$884,428 -5,185 -11% $170.57 40,627 12 Jun 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale -$269,902 -1,571 -3.9% $171.8 39,056 12 Jun 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale -$182,142 -1,055 -2.7% $172.65 38,001 12 Jun 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$288,976 -1,662 -4.4% $173.87 36,339 12 Jun 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale -$261,178 -1,496 -4.1% $174.58 34,843 12 Jun 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Sale -$69,673 -396 -1.1% $175.94 34,447 12 Jun 2025 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale -$208,816 -1,179 -3.4% $177.11 33,268 12 Jun 2025 See footnote F2, F3, F16
transaction NET Class A Common Stock Sale -$1,236,175 -6,942 -21% $178.07 26,326 12 Jun 2025 See footnote F2, F3, F17
transaction NET Class A Common Stock Sale -$3,240,839 -18,095 -69% $179.1 8,231 12 Jun 2025 See footnote F2, F3, F18
transaction NET Class A Common Stock Sale -$1,109,284 -6,169 -75% $179.82 2,062 12 Jun 2025 See footnote F2, F3, F19
transaction NET Class A Common Stock Sale -$373,103 -2,062 -100% $180.94 0 12 Jun 2025 See footnote F2, F3, F20
transaction NET Class A Common Stock Conversion of derivative security +52,384 52,384 13 Jun 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1,089,230 -6,468 -12% $168.4 45,916 13 Jun 2025 See footnote F2, F3, F21
transaction NET Class A Common Stock Sale -$725,255 -4,289 -9.3% $169.1 41,627 13 Jun 2025 See footnote F2, F3, F22
transaction NET Class A Common Stock Sale -$1,144,188 -6,723 -16% $170.19 34,904 13 Jun 2025 See footnote F2, F3, F23
transaction NET Class A Common Stock Sale -$1,943,820 -11,343 -32% $171.37 23,561 13 Jun 2025 See footnote F2, F3, F24
transaction NET Class A Common Stock Sale -$2,445,352 -14,190 -60% $172.33 9,371 13 Jun 2025 See footnote F2, F3, F25
transaction NET Class A Common Stock Sale -$1,622,755 -9,371 -100% $173.17 0 13 Jun 2025 See footnote F2, F3, F26
holding NET Class A Common Stock 381,213 11 Jun 2025 Direct F27

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 -34,321 -0.48% $0 7,153,923 11 Jun 2025 Class A Common Stock 34,321 See footnote F1, F2, F28, F29
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.73% $0 7,101,539 12 Jun 2025 Class A Common Stock 52,384 See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52,384 -0.74% $0 7,049,155 13 Jun 2025 Class A Common Stock 52,384 See footnote F1, F2
holding NET Class B Common Stock 6,928,408 11 Jun 2025 Class A Common Stock 6,928,408 See footnote F1, F30
holding NET Class B Common Stock 1,060,000 11 Jun 2025 Class A Common Stock 1,060,000 See footnote F1, F31
holding NET Class B Common Stock 1,213,576 11 Jun 2025 Class A Common Stock 1,213,576 See footnote F1, F32, F33
holding NET Class B Common Stock 0 11 Jun 2025 Class A Common Stock 0 See footnote F1, F34, F35
holding NET Class B Common Stock 2,374,621 11 Jun 2025 Class A Common Stock 2,374,621 See footnote F1, F36
holding NET Class B Common Stock 3,065,015 11 Jun 2025 Class A Common Stock 3,065,015 See footnote F1, F37, F38
holding NET Class B Common Stock 4,004,117 11 Jun 2025 Class A Common Stock 4,004,117 See footnote F1, F39
holding NET Class B Common Stock 2,000,000 11 Jun 2025 Class A Common Stock 2,000,000 See footnote F1, F40, F41
* 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 February 11, 2025.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.49 to $178.48, 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 (26) 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 $178.49 to $179.48, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.495 to $180.47, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.53 to $181.39, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.19 to $169.14, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.22 to $170.21, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.22 to $171.175, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.23 to $172.22, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.25 to $173.24, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.255 to $174.22, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.345 to $174.91, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.52 to $176.47, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.52 to $177.50, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.52 to $178.515, inclusive.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.52 to $179.515, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.52 to $180.49, inclusive.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.57 to $181.47, inclusive.
F21 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.74 to $168.73, inclusive.
F22 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.74 to $169.73, inclusive.
F23 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.74 to $170.73, inclusive.
F24 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.745 to $171.74, inclusive.
F25 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.76 to $172.75, inclusive.
F26 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.76 to $173.75, inclusive.
F27 The total number of shares held directly by the reporting person has been reduced by 18,063 shares to adjust for an administrative oversight in the prior Form 4 filed on May 15, 2025 (the "Prior Form 4"). As reported in the Prior Form 4, these shares were reported as held directly by the Revocable Trust and should have been excluded from the total amount of shares held directly by the reporting person.
F28 Includes 840,844 shares previously reported as held directly 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 (the "2023 Annuity Trust") and 934,985 shares previously reported as held directly 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 (the "2024 Annuity Trust") which were re-registered on May 30, 2025 and are now held directly by the Revocable Trust.
F29 Excludes 2,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2025 and are now held directly by The Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025, for which the reporting person serves as an investment advisor (the "2025 Annuity Trust").
F30 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.
F31 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.
F32 Consists of 1,213,576 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 30, 2025 and are now held directly by The Prince 2021 Remainder Trust UA 09/23/2021, for which the reporting person serves as an investment advisor (the "2021 Remainder Trust").
F33 The shares are held of record by the 2021 Remainder Trust.
F34 Excludes 840,844 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 30, 2025 and are now held directly by the Revocable Trust and 1,213,576 shares previously reported as held directly by the 2023 Annuity Trust which we re-registered on May 30, 2025 and are now held directly by the 2021 Remainder Trust.
F35 The shares are held of record by the 2023 Annuity Trust.
F36 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.
F37 Excludes 934,985 shares previously reported as held directly by the 2024 Annuity Trust which we re-registered on May 30, 2025 and are now held directly by the Revocable Trust.
F38 The shares are held of record by the 2024 Annuity Trust.
F39 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.
F40 Consists of 2,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2025 and are now held directly by the 2025 Annuity Trust.
F41 The shares are held of record by the 2025 Annuity Trust.