Prince Matthew 4
4 · Cloudflare, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Cloudflare (NET) 10% Owner Matthew Prince Sells 157,152 Shares
What Happened
Matthew Prince (reported as a 10% owner) converted Class B shares to Class A and sold a total of 157,152 shares of Cloudflare (NET) in open‑market transactions between Feb 24–26, 2026. The three conversion events were for 52,384 shares each (one‑for‑one conversion of Class B to Class A per footnote F1), and the subsequent sales generated approximately $26,559,685 in proceeds. The sales were effected under a Rule 10b5‑1 trading plan adopted Feb 11, 2025 (footnote F3). Reported per‑lot/weighted prices ranged roughly from ~$159.6 to ~$177.29 across the transactions.
Key Details
- Dates: Feb 24, 2026 | Feb 25, 2026 | Feb 26, 2026.
- Shares sold: 52,384 each day → total 157,152 shares.
- Proceeds by date: ~ $8.599M (2/24), ~ $8.857M (2/25), ~ $9.103M (2/26) — total ≈ $26.56M.
- Price ranges/notes: weighted average prices reported by lot; underlying trade prices across lots ranged ~ $159.62–$177.285 (see footnotes F4–F27 for per‑lot ranges).
- Conversion details: three “C” (conversion of derivative security) entries reflect conversion of Class B to Class A shares at no cash cost (reported $0).
- Plan/authority: Sales effected pursuant to a 10b5‑1 trading plan (footnote F3).
- Holdings: Filing identifies Mr. Prince as a 10% owner and lists multiple trusts holding shares for which he serves as trustee or investment advisor (footnotes F2, F28–F34). The Form 4 does not disclose an exact post‑transaction share total in the summary provided here.
- Timeliness: Filing dated Feb 26, 2026; transactions occurred Feb 24–26, 2026 (no late‑filing indication in the filing).
Context
- The “C” entries are conversions (Class B → Class A), not cash purchases; the converted shares were then sold.
- Sales executed under a pre‑arranged 10b5‑1 plan are typically automated dispositions and do not, by themselves, indicate a change in insider sentiment.
- As a 10% owner, Mr. Prince’s transactions are subject to additional reporting rules; the filing shows trust holdings where he has trustee/investment advisor roles.
Insider Transaction Report
Form 4
Prince Matthew
DirectorCEO & Board Co-Chair10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2]2026-02-24+52,384→ 75,295 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F4][F2]2026-02-24$160.17/sh−595$95,300→ 74,700 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F5][F2]2026-02-24$161.99/sh−2,242$363,174→ 72,458 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F6][F2]2026-02-24$162.82/sh−5,917$963,377→ 66,541 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F7][F2]2026-02-24$163.85/sh−21,363$3,500,257→ 45,178 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F8][F2]2026-02-24$164.66/sh−14,813$2,439,045→ 30,365 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F9][F2]2026-02-24$165.81/sh−5,340$885,442→ 25,025 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F10][F2]2026-02-24$166.66/sh−2,114$352,316→ 22,911 total(indirect: See footnote) - Conversion
Class A Common Stock
[F1][F2]2026-02-25+52,384→ 75,295 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F11][F2]2026-02-25$163.29/sh−2,645$431,904→ 72,650 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F12][F2]2026-02-25$164.50/sh−1,411$232,117→ 71,239 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F13][F2]2026-02-25$165.31/sh−821$135,720→ 70,418 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F14][F2]2026-02-25$166.68/sh−5,562$927,071→ 64,856 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F15][F2]2026-02-25$167.52/sh−6,641$1,112,518→ 58,215 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F16][F2]2026-02-25$168.71/sh−8,657$1,460,517→ 49,558 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F17][F2]2026-02-25$169.46/sh−6,032$1,022,175→ 43,526 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F18][F2]2026-02-25$170.82/sh−5,480$936,069→ 38,046 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F19][F2]2026-02-25$171.52/sh−11,904$2,041,782→ 26,142 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F20][F2]2026-02-25$172.55/sh−3,231$557,499→ 22,911 total(indirect: See footnote) - Conversion
Class A Common Stock
[F1][F2]2026-02-26+52,384→ 75,295 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F21][F2]2026-02-26$171.11/sh−4,097$701,032→ 71,198 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F22][F2]2026-02-26$171.98/sh−8,393$1,443,402→ 62,805 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F23][F2]2026-02-26$173.06/sh−5,926$1,025,564→ 56,879 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F24][F2]2026-02-26$174.18/sh−15,648$2,725,514→ 41,231 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F25][F2]2026-02-26$174.85/sh−14,454$2,527,276→ 26,777 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F26][F2]2026-02-26$175.94/sh−3,468$610,152→ 23,309 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F27][F2]2026-02-26$177.04/sh−398$70,462→ 22,911 total(indirect: See footnote) - Conversion
Class B Common Stock
[F1][F2]2026-02-24−52,384→ 4,981,082 total(indirect: See footnote)→ Class A Common Stock (52,384 underlying) - Conversion
Class B Common Stock
[F1][F2]2026-02-25−52,384→ 4,928,698 total(indirect: See footnote)→ Class A Common Stock (52,384 underlying) - Conversion
Class B Common Stock
[F1][F2]2026-02-26−52,384→ 4,876,314 total(indirect: See footnote)→ Class A Common Stock (52,384 underlying)
Holdings
- 406,811
Class A Common Stock
- 6,928,408(indirect: See footnote)
Class B Common Stock
[F1][F28]→ Class A Common Stock (6,928,408 underlying) - 1,060,000(indirect: See footnote)
Class B Common Stock
[F1][F29]→ Class A Common Stock (1,060,000 underlying) - 2,951,829(indirect: See footnote)
Class B Common Stock
[F1][F30]→ Class A Common Stock (2,951,829 underlying) - 3,065,015(indirect: See footnote)
Class B Common Stock
[F1][F31]→ Class A Common Stock (3,065,015 underlying) - 3,103,644(indirect: See footnote)
Class B Common Stock
[F1][F32]→ Class A Common Stock (3,103,644 underlying) - 2,000,000(indirect: See footnote)
Class B Common Stock
[F1][F33]→ Class A Common Stock (2,000,000 underlying) - 2,000,000(indirect: See footnote)
Class B Common Stock
[F1][F34]→ Class A Common Stock (2,000,000 underlying)
Footnotes (34)
- [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.
- [F10]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.325 to $167.14, inclusive.
- [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.88 to $163.87, inclusive.
- [F12]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.00 to $164.88, inclusive.
- [F13]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.005 to $165.925, inclusive.
- [F14]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.05 to $167.045, inclusive.
- [F15]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.065 to $168.06, inclusive.
- [F16]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.10 to $169.09, inclusive.
- [F17]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.10 to $170.095, inclusive.
- [F18]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.105 to $171.10, inclusive.
- [F19]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.12 to $172.10, inclusive.
- [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.
- [F20]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.125 to $172.995, inclusive.
- [F21]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.505 to $171.50, inclusive.
- [F22]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.515 to $172.495, inclusive.
- [F23]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.535 to $173.53, inclusive.
- [F24]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.54 to $174.535, inclusive.
- [F25]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.54 to $175.52, inclusive.
- [F26]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.575 to $176.45, inclusive.
- [F27]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.60 to $177.285, inclusive.
- [F28]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.
- [F29]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.
- [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.
- [F30]The 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.
- [F31]The 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.
- [F32]The 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.
- [F33]The 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.
- [F34]The 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.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.62 to $160.605, 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 (27) 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 $161.29 to $162.27, inclusive.
- [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.29 to $163.27, inclusive.
- [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.295 to $164.29, inclusive.
- [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.295 to $165.28, inclusive.
- [F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.30 to $166.295, inclusive.
Signature
/s/ Chad Skinner, by power of attorney|2026-02-26