Form 4: Cloudflare CEO Sells Shares Under 10b5-1 Plan

Cloudflare CEO Matthew Prince sold 536 shares of Class A Common Stock for approximately $194.84 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Matthew Prince, Cloudflare's CEO, Director, and 10% Owner, sold 536 shares of Class A Common Stock.
• The sale occurred on August 20, 2025, at a weighted average price of $194.8356 per share.
• Shares were sold in multiple transactions at prices ranging from $194.77 to $194.935, inclusive.
• The transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on February 11, 2025.
• Following the sale, Matthew Prince directly owns 367,251 Class A Common Stock shares and indirectly owns 20,111 shares through The Matthew Prince Revocable Trust.

Sentiment

Score: 6

Explanation: The sale by CEO Matthew Prince is a routine transaction executed under a pre-arranged 10b5-1 trading plan, which typically minimizes negative market interpretation compared to an unannounced, discretionary sale. The number of shares sold is relatively small compared to total holdings.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, non-discretionary transaction rather than a reaction to new, undisclosed information.

Negatives

• An insider sale, even if pre-planned, reduces the insider's direct equity stake in the company.
• The sale price of approximately $194.84 per share might be seen as management taking profits at current valuation levels.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• 20,111 shares are held indirectly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.

Stakeholder Impact

• Shareholders: A minor reduction in the CEO's direct ownership, but mitigated by the pre-planned nature of the sale, suggesting no new adverse information.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission.

Key Dates

Recommendation

The transaction is a routine, pre-planned insider sale under a 10b5-1 plan, which does not typically signal new material information about the company's prospects. It represents a small percentage of the CEO's overall holdings. Therefore, it does not warrant a change in investment thesis based solely on this filing.

Keywords

Cloudflare, NET, Matthew Prince, Insider Sale, Form 4, 10b5-1 Plan, CEO, Director, Stock Transaction