Cloudflare, Inc. 4

Cloudflare CEO & Board Co‑Chair Matthew Prince converted Class B to Class A shares and sold approximately 68,000 Class A shares of Cloudflare, Inc. around $240–$252 per share via Rule 10b5‑1 trades on July 1–2, 2026 through various trusts.

On July 1–2, 2026, Cloudflare, Inc. CEO & Board Co‑Chair Matthew Prince converted multiple blocks of Class B Common Stock into Class A Common Stock and, in related Rule 10b5‑1 plan sales, disposed of a large number of Class A shares across numerous small tranches around the prevailing market price (~$240–$252). Specifically, he converted 18,787 Class B shares to Class A on July 1 and 33,635 Class B shares to Class A later that day, then converted another 18,752 Class B shares to Class A on July 2, with corresponding increases in indirect Class A holdings before subsequent sales. Across July 1, he sold 18,786 Class A shares in eight tranches and another 30,605 Class A shares in eight additional tranches, at weighted‑average prices in the mid‑$240s to low‑$250s, for total July 1 proceeds of roughly $12.3 million. On July 2, he sold a further 18,772 Class A shares in eight tranches at weighted‑average prices around $240–$247, generating about $4.5 million. The transactions were executed through various trusts and estate‑planning vehicles (including the Matthew Prince Revocable Trust, the Prince 2021 Remainder Trust, and several 2016 and 2024–2025 family and GRAT trusts) for which Prince serves as trustee or investment advisor. After these conversions and sales, he retained substantial indirect ownership through multiple trusts, with total indirect Class A holdings (through the listed trusts and converted positions) still representing a very significant economic stake in Cloudflare.

Filing Facts

CIK

1477333

Ticker

NET

Form

4

Source Type

sec

Accession

0001786925-26-000027

Alert Tier

7