Matthew Prince - 09 Sep 2025 Form 4 Insider Report for Cloudflare, Inc. (NET)

Signature
/s/ Lindsey Cochran, by power of attorney
Issuer symbol
NET
Transactions as of
09 Sep 2025
Transactions value $
-$34,870,915
Form type
4
Filing time
11 Sep 2025, 18:49:33 UTC
Previous filing
20 Aug 2025
Next filing
16 Oct 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 11 Sep 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 +32.3K +160.47% 52.4K 09 Sep 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.59M -7.38K -14.1% $215.62 45K 09 Sep 2025 See footnote F2, F3, F4
transaction NET Class A Common Stock Sale -$4.03M -18.6K -41.36% $216.51 26.4K 09 Sep 2025 See footnote F2, F3, F5
transaction NET Class A Common Stock Sale -$2.77M -12.8K -48.38% $217.37 13.6K 09 Sep 2025 See footnote F2, F3, F6
transaction NET Class A Common Stock Sale -$2.89M -13.2K -97.26% $218.51 373 09 Sep 2025 See footnote F2, F3, F7
transaction NET Class A Common Stock Sale -$81.7K -373 -100% $219.03 0 09 Sep 2025 See footnote F2, F3, F8
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K 10 Sep 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$997K -4.53K -8.65% $220.13 47.9K 10 Sep 2025 See footnote F2, F3, F9
transaction NET Class A Common Stock Sale -$2.27M -10.3K -21.44% $221.10 37.6K 10 Sep 2025 See footnote F2, F3, F10
transaction NET Class A Common Stock Sale -$4.35M -19.6K -52.1% $222.04 18K 10 Sep 2025 See footnote F2, F3, F11
transaction NET Class A Common Stock Sale -$2.98M -13.4K -74.26% $222.89 4.63K 10 Sep 2025 See footnote F2, F3, F12
transaction NET Class A Common Stock Sale -$715K -3.19K -68.88% $223.92 1.44K 10 Sep 2025 See footnote F2, F3, F13
transaction NET Class A Common Stock Sale -$324K -1.44K -100% $224.72 0 10 Sep 2025 See footnote F2, F3, F14
transaction NET Class A Common Stock Conversion of derivative security +52.4K 52.4K 11 Sep 2025 See footnote F1, F2
transaction NET Class A Common Stock Sale -$1.03M -4.58K -8.75% $223.98 47.8K 11 Sep 2025 See footnote F2, F3, F15
transaction NET Class A Common Stock Sale -$2.82M -12.5K -26.2% $224.95 35.3K 11 Sep 2025 See footnote F2, F3, F16
transaction NET Class A Common Stock Sale -$2.65M -11.7K -33.27% $225.88 23.5K 11 Sep 2025 See footnote F2, F3, F17
transaction NET Class A Common Stock Sale -$1.68M -7.42K -31.52% $226.87 16.1K 11 Sep 2025 See footnote F2, F3, F18
transaction NET Class A Common Stock Sale -$1.7M -7.48K -46.38% $227.93 8.64K 11 Sep 2025 See footnote F2, F3, F19
transaction NET Class A Common Stock Sale -$1.47M -6.42K -74.25% $228.95 2.23K 11 Sep 2025 See footnote F2, F3, F20
transaction NET Class A Common Stock Sale -$511K -2.23K -100% $229.74 0 11 Sep 2025 See footnote F2, F3, F21
holding NET Class A Common Stock 367K 09 Sep 2025 Direct

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 -32.3K -0.51% $0.00 6.24M 09 Sep 2025 Class A Common Stock 32.3K See footnote F1, F2, F22, F23
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.84% $0.00 6.19M 10 Sep 2025 Class A Common Stock 52.4K See footnote F1, F2
transaction NET Class B Common Stock Conversion of derivative security $0 -52.4K -0.85% $0.00 6.13M 11 Sep 2025 Class A Common Stock 52.4K See footnote F1, F2
holding NET Class B Common Stock 6.93M 09 Sep 2025 Class A Common Stock 6.93M See footnote F1, F24
holding NET Class B Common Stock 1.06M 09 Sep 2025 Class A Common Stock 1.06M See footnote F1, F25
holding NET Class B Common Stock 2.95M 09 Sep 2025 Class A Common Stock 2.95M See footnote F1, F26, F27
holding NET Class B Common Stock 0 09 Sep 2025 Class A Common Stock 0 See footnote F1, F28, F29
holding NET Class B Common Stock 3.07M 09 Sep 2025 Class A Common Stock 3.07M See footnote F1, F30
holding NET Class B Common Stock 3.1M 09 Sep 2025 Class A Common Stock 3.1M See footnote F1, F31, F32
holding NET Class B Common Stock 2M 09 Sep 2025 Class A Common Stock 2M See footnote F1, F33
holding NET Class B Common Stock 2M 09 Sep 2025 Class A Common Stock 2M See footnote F1, F34, F35
* 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 $214.96 to $215.955, 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 (21) 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 $215.96 to $216.9575, inclusive.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.96 to $217.955, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.96 to $218.95, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.98 to $219.07, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.51 to $220.50, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.51 to $221.505, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.51 to $222.5075, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.51 to $223.50, inclusive.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.51 to $224.50, inclusive.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.51 to $225.23, inclusive.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.44 to $224.43, inclusive.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.44 to $225.435, inclusive.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.44 to $226.435, inclusive.
F18 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.44 to $227.43, inclusive.
F19 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $227.445 to $228.4425, inclusive.
F20 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.45 to $229.445, inclusive.
F21 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.45 to $230.00, inclusive.
F22 Includes 636,011 shares previously reported as held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 dated August 14, 2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust 2") and 900,473 shares previously reported as 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 (the "2024 Annuity Trust 2") which were re-registered on August 25, 2025 and are now held of record by the Revocable Trust.
F23 Excludes 2,000,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 25, 2025 and are now 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 (the "2025 Annuity Trust 2").
F24 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.
F25 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.
F26 Includes 1,738,610 shares previously reported as held of record by the 2023 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by The Prince 2021 Remainder Trust dated September 23, 2021, for which the reporting person serves as an investment advisor (the "2021 Remainder Trust").
F27 The shares are held of record by the 2021 Remainder Trust.
F28 Excludes 636,011 shares previously reported as held of record by the 2023 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by the Revocable Trust and 1,738,610 shares previously reported as held of record by the 2023 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by the 2021 Remainder Trust.
F29 The shares are held of record by the 2023 Annuity Trust 2.
F30 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.
F31 Excludes 900,473 shares previously reported as held of record by the 2024 Annuity Trust 2 which were re-registered on August 25, 2025 and are now held of record by the Revocable Trust.
F32 The shares are held of record by the 2024 Annuity Trust 2.
F33 The shares are held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust UA 05/10/2025, for which the reporting person serves as an investment advisor.
F34 Consists of 2,000,000 shares previously reported as held of record by the Revocable Trust which were re-registered on August 25, 2025 and are now held of record by the 2025 Annuity Trust 2.
F35 The shares are held of record by the 2025 Annuity Trust 2.