12/05/2025 | Press release | Distributed by Public on 12/05/2025 19:02
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 12/03/2025 | C | 30,209 | (1) | (1) | Class A Common Stock | 30,209 | $ 0 | 5,295,386(22) | I | See footnote(2) | |||
| Class B Common Stock | (1) | 12/04/2025 | C | 52,384 | (1) | (1) | Class A Common Stock | 52,384 | $ 0 | 5,243,002 | I | See footnote(2) | |||
| Class B Common Stock | (1) | 12/05/2025 | C | 52,384 | (1) | (1) | Class A Common Stock | 52,384 | $ 0 | 5,190,618 | I | See footnote(2) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 6,928,408 | 6,928,408 | I | See footnote(23) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 1,060,000 | 1,060,000 | I | See footnote(24) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,951,829 | 2,951,829(25) | I | See footnote(26) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,065,015 | 3,065,015 | I | See footnote(27) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 3,103,139 | 3,103,139(28) | I | See footnote(29) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,000,000 | 2,000,000 | I | See footnote(30) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 2,000,000 | 2,000,000 | I | See footnote(31) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Prince Matthew C/O CLOUDFLARE, INC., 405 COMAL STREET AUSTIN, TX 78702 |
X | CEO & Board Co-Chair | ||
| /s/ Chad Skinner, by power of attorney | 12/05/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | The shares are held of record by The Matthew Prince Revocable Trust dated October 29, 2015 (the "Revocable Trust"), for which the reporting person serves as trustee. |
| (3) | 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. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $198.17 to $199.16, 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 (21) to this Form 4. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.18 to $200.115, inclusive. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.18 to $201.175, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.19 to $202.185, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.19 to $203.16, inclusive. |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.22 to $204.21, inclusive. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.22 to $204.80, inclusive. |
| (11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.75 to $201.72, inclusive. |
| (12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.75 to $202.74, inclusive. |
| (13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.785 to $203.78, inclusive. |
| (14) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.785 to $204.78, inclusive. |
| (15) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.785 to $205.50, inclusive. |
| (16) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.58 to $200.57, inclusive. |
| (17) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.585 to $201.575, inclusive. |
| (18) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.59 to $202.58, inclusive. |
| (19) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.59 to $203.56, inclusive. |
| (20) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.61 to $204.58, inclusive. |
| (21) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $204.61 to $205.055, inclusive. |
| (22) | Includes 357 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 505 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 November 28, 2025 and are now held of record by the Revocable Trust. |
| (23) | 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. |
| (24) | 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. |
| (25) | Excludes 357 shares previously reported as 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") which were re-registered on November 28, 2025 in the name of the 2023 Annuity Trust 2. |
| (26) | The shares are held of record by 2021 Remainder Trust. |
| (27) | 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. |
| (28) | Excludes 505 shares previously reported as held of record by the 2024 Annuity Trust 2 which were re-registered on November 28, 2025 and are now held of record by the Revocable Trust. |
| (29) | The shares are held of record by the 2024 Annuity Trust 2. |
| (30) | 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. |
| (31) | 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. |