Prince Matthew 4
4 · Cloudflare, Inc. · Filed Mar 18, 2026
Research Summary
AI-generated summary of this filing
Cloudflare (NET) 10% Owner Matthew Prince Sells Shares
What Happened
Matthew Prince (reported as a 10% owner) converted Class B shares into Class A common stock and sold a large block of the resulting shares from March 16–18, 2026. Across those three days he sold 143,534 shares in open-market transactions for total proceeds of approximately $30,555,700 (prices reported as weighted averages for multiple trades). The filing shows conversions of 29,473, 52,384 and 52,384 shares (Class B → Class A) and then the sales; the activity was reported as sales (not purchases).
Key Details
- Transaction dates: March 16–18, 2026. Filing date: March 18, 2026.
- Sales: 143,534 shares sold for ~$30.56M total. Reported trade prices (weighted averages) roughly ranged from about $207.5 to $226 (see footnotes for detailed ranges and per-trade breakdowns).
- Conversions: 134,241 shares were converted from Class B to Class A (one-for-one conversion per filing). Some derivative-conversion lines report $0 consideration consistent with a conversion, not a cash sale.
- Net change: after conversions and sales the transaction set shows a net reduction of 9,293 shares (134,241 converted in vs. 143,534 sold out). The filing does not state a single consolidated "shares owned after" number in the materials provided here.
- Notable footnotes: sales were effected pursuant to a Rule 10b5-1 trading plan (footnote F3). Several holdings are shown as held in trusts for which Prince serves as trustee or investment advisor (multiple trust footnotes). Prices reported are weighted averages across multiple trades (many footnotes F4–F31).
- Timeliness: filing covers trades dated Mar 16–18 and was filed Mar 18, 2026; the form’s remarks note this is the first of two Form 4s reporting these transactions.
Context
- These transactions are conversions of convertible Class B shares and subsequent open-market sales. Conversions are non‑cash movements that convert voting Class B shares into tradable Class A shares; many insiders then sell shares under planned programs.
- The sales were executed under a pre-established 10b5-1 plan, which typically indicates pre‑arranged, rule‑compliant selling rather than opportunistic trading. As a 10% owner (and long‑time founder/CEO in public filings), Prince’s trades are significant in size but follow a pre-set plan.
- Retail investors should view large, planned sales under 10b5-1 as routine liquidity management; they are factual disclosures of selling activity and do not, by themselves, prove a change in company outlook.
Insider Transaction Report
Form 4
Prince Matthew
DirectorCEO & Board Co-Chair10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2]2026-03-16+29,473→ 52,384 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F4][F2]2026-03-16$207.91/sh−15,146$3,149,052→ 37,238 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F5][F2]2026-03-16$208.76/sh−17,589$3,671,885→ 19,649 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F6][F2]2026-03-16$209.90/sh−12,817$2,690,279→ 6,832 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F7][F2]2026-03-16$210.56/sh−5,164$1,087,346→ 1,668 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F8][F2]2026-03-16$212.07/sh−1,406$298,165→ 262 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F9][F2]2026-03-16$212.68/sh−262$55,721→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
[F1][F2]2026-03-17+52,384→ 52,384 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F10][F2]2026-03-17$208.14/sh−1,454$302,637→ 50,930 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F11][F2]2026-03-17$208.83/sh−372$77,684→ 50,558 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F12][F2]2026-03-17$210.70/sh−756$159,286→ 49,802 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F13][F2]2026-03-17$211.73/sh−16,268$3,444,497→ 33,534 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F14][F2]2026-03-17$212.62/sh−28,031$5,960,010→ 5,503 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F15][F2]2026-03-17$213.39/sh−5,372$1,146,331→ 131 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F16][F2]2026-03-17$214.49/sh−131$28,098→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
[F1][F2]2026-03-18+52,384→ 52,384 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F17][F2]2026-03-18$212.35/sh−2,784$591,177→ 49,600 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F18][F2]2026-03-18$213.26/sh−2,690$573,672→ 46,910 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F19][F2]2026-03-18$214.38/sh−7,707$1,652,219→ 39,203 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F20][F2]2026-03-18$215.01/sh−3,006$646,314→ 36,197 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F21][F2]2026-03-18$216.29/sh−1,212$262,147→ 34,985 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F22][F2]2026-03-18$217.50/sh−1,724$374,975→ 33,261 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F23][F2]2026-03-18$218.23/sh−5,216$1,138,289→ 28,045 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F24][F2]2026-03-18$219.26/sh−390$85,510→ 27,655 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F25][F2]2026-03-18$221.03/sh−364$80,456→ 27,291 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F26][F2]2026-03-18$221.85/sh−111$24,625→ 27,180 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F27][F2]2026-03-18$223.17/sh−446$99,536→ 26,734 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F28][F2]2026-03-18$224.34/sh−1,252$280,876→ 25,482 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F29][F2]2026-03-18$225.25/sh−8,587$1,934,197→ 16,895 total(indirect: See footnote) - Sale
Class A Common Stock
[F3][F30][F2]2026-03-18$226.03/sh−3,277$740,716→ 13,618 total(indirect: See footnote) - Conversion
Class B Common Stock
[F1][F2]2026-03-16−29,473→ 4,846,841 total(indirect: See footnote)→ Class A Common Stock (29,473 underlying) - Conversion
Class B Common Stock
[F1][F2]2026-03-17−52,384→ 4,794,457 total(indirect: See footnote)→ Class A Common Stock (52,384 underlying) - Conversion
Class B Common Stock
[F1][F2]2026-03-18−52,384→ 4,742,073 total(indirect: See footnote)→ Class A Common Stock (52,384 underlying)
Holdings
- 6,928,408(indirect: See footnote)
Class B Common Stock
[F1][F31]→ Class A Common Stock (6,928,408 underlying) - 1,060,000(indirect: See footnote)
Class B Common Stock
[F1][F32]→ Class A Common Stock (1,060,000 underlying) - 2,951,829(indirect: See footnote)
Class B Common Stock
[F1][F33]→ Class A Common Stock (2,951,829 underlying) - 3,065,015(indirect: See footnote)
Class B Common Stock
[F1][F34]→ Class A Common Stock (3,065,015 underlying) - 3,103,139(indirect: See footnote)
Class B Common Stock
[F1][F35][F36]→ Class A Common Stock (3,103,139 underlying) - 2,000,000(indirect: See footnote)
Class B Common Stock
[F1][F37]→ Class A Common Stock (2,000,000 underlying) - 2,000,000(indirect: See footnote)
Class B Common Stock
[F1][F38]→ Class A Common Stock (2,000,000 underlying)
Footnotes (38)
- [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 $207.53 to $208.44, inclusive.
- [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.57 to $209.515, inclusive.
- [F12]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.15 to $211.13, inclusive.
- [F13]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.15 to $212.145, inclusive.
- [F14]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.15 to $213.145, inclusive.
- [F15]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.15 to $214.14, inclusive.
- [F16]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.355 to $214.655, inclusive.
- [F17]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.70 to $212.65, inclusive.
- [F18]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.765 to $213.75, inclusive.
- [F19]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.79 to $214.785, 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 $214.79 to $215.73, inclusive.
- [F21]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.805 to $216.785, inclusive.
- [F22]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.83 to $217.825, inclusive.
- [F23]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.83 to $218.81, inclusive.
- [F24]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.83 to $219.70, inclusive.
- [F25]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.38 to $221.33, inclusive.
- [F26]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.505 to $222.43, inclusive.
- [F27]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.65 to $223.495, inclusive.
- [F28]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.655 to $224.645, inclusive.
- [F29]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.665 to $225.65, inclusive.
- [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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.68 to $226.64, inclusive.
- [F31]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.
- [F32]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.
- [F33]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.
- [F34]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.
- [F35]This total corrects a scrivener's error from the Reporting Person's Form 4 filed on February 26, 2026, which inadvertently overstated the shares held by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 holdings by 505 shares.
- [F36]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.
- [F37]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.
- [F38]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 $207.33 to $208.325, 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 (30) 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 $208.33 to $209.315, inclusive.
- [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.33 to $210.325, inclusive.
- [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.33 to $210.975, inclusive.
- [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.535 to $212.52, inclusive.
- [F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.575 to $212.80, inclusive.
Signature
/s/ Chad Skinner, by power of attorney|2026-03-18