=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-22
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Cloudflare, Inc. (NET)
CIK: 0001477333
--- Reporting Owner ---
Name: Prince Matthew
CIK: 0001786925
Role: Director, Officer (CEO & Board Co-Chair), 10%+ Owner
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-24 | Code: C (Conversion of derivative)
Shares: +52,384
Shares Owned After: 52,384 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -2,883 | Price: $221.46
Total Value: $638,467.45
Shares Owned After: 49,501 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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 $220.915 to $221.905, 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 (11) to this Form 4.
[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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -9,740 | Price: $222.56
Total Value: $2,167,686.67
Shares Owned After: 39,761 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F5] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.92 to $222.9175, 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.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -11,001 | Price: $223.46
Total Value: $2,458,329.66
Shares Owned After: 28,760 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F6] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.92 to $223.91, 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.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -8,153 | Price: $224.40
Total Value: $1,829,542.17
Shares Owned After: 20,607 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F7] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.92 to $224.9175, 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.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -11,304 | Price: $225.48
Total Value: $2,548,789.75
Shares Owned After: 9,303 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F8] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.925 to $225.9225, 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.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -7,731 | Price: $226.30
Total Value: $1,749,545.40
Shares Owned After: 1,572 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F9] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.925 to $226.9175, 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.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -1,475 | Price: $227.31
Total Value: $335,280.33
Shares Owned After: 97 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F10] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.9275 to $227.8775, 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.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-06-24 | Code: S (Open market sale)
Shares: -97 | Price: $228.14
Total Value: $22,129.85
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[F11] The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.12 to $228.17, 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Class B Common Stock
Date: 2026-06-24 | Code: C (Conversion of derivative)
Shares: -52,384 | Price: $0.00
Shares Owned After: 4,296,167 | Ownership: I (Indirect) | Nature: See footnote
Footnotes:
[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.
[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.
[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.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: D (Direct)
[Holding #2]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F12] 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.
[Holding #3]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F13] 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.
[Holding #4]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F14] The shares are held of record by 2021 Remainder Trust.
[Holding #5]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F15] The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.
[Holding #6]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F16] 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.
[Holding #7]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F17] 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.
[Holding #8]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[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.
[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.
[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.
[F18] 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.
--- Footnotes (Complete Index) ---
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 $226.9275 to $227.8775, inclusive.
F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.12 to $228.17, inclusive.
F12: 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.
F13: 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.
F14: The shares are held of record by 2021 Remainder Trust.
F15: The shares are held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated 05/20/2024, for which the reporting person serves as co-trustee and investment advisor.
F16: 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.
F17: 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.
F18: 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.
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.
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 $220.915 to $221.905, 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 (11) 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 $221.92 to $222.9175, inclusive.
F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.92 to $223.91, inclusive.
F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.92 to $224.9175, inclusive.
F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.925 to $225.9225, inclusive.
F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.925 to $226.9175, inclusive.
--- Signature ---
/s/ /s/ Charlotte Bowe, by power of attorney (2026-06-24)
