Form 4: Cloudflare CEO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Cloudflare CEO Matthew Prince executed pre-planned sales of 157,152 Class A shares over three days in late February 2026, converting Class B stock.
Summary
- Matthew Prince, Cloudflare's CEO and Board Co-Chair, sold a total of 157,152 shares of Class A Common Stock.
- The sales occurred over three days: February 24, 25, and 26, 2026.
- Each day, 52,384 shares of Class B Common Stock were converted into Class A Common Stock, and then 52,384 shares of Class A Common Stock were sold.
- The transactions were conducted under a Rule 10b5-1 trading plan adopted on February 11, 2025.
- Sale prices for Class A shares ranged from approximately $159.62 to $177.285 per share, with weighted average prices reported for each block.
- Following these transactions, Matthew Prince beneficially owns 406,811 shares of Class A Common Stock directly and 4,876,314 shares of Class B Common Stock indirectly through The Matthew Prince Revocable Trust.
- Additional Class B Common Stock is held indirectly through various other trusts for which Prince serves as trustee or investment advisor.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. The sales are part of a pre-arranged 10b5-1 plan, which is a standard practice for executives to manage personal finances without implying a change in company sentiment.
Industry Context
StockSavvy.ai notes that insider sales executed under a Rule 10b5-1 plan are common among executives for personal financial planning and diversification, and typically do not signal a change in management's outlook on the company's prospects, especially for a high-growth tech company like Cloudflare.
Stakeholder Impact
- Shareholders may observe a slight increase in the public float of Class A shares due to the conversion and sale, though the impact is likely minimal given the pre-planned nature of the transactions.
Key Dates
| Date | Description |
|---|---|
| 2015-10-29 | Date of The Matthew Prince Revocable Trust. |
| 2016-03-29 | Date of The Prince Family Nonexempt Irrevocable Trust and The Prince Family Exempt Irrevocable Trust. |
| 2021-09-23 | Date of The Prince 2021 Remainder Trust. |
| 2024-05-20 | Date of The Matthew Prince 2024 Grantor Retained Annuity Trust. |
| 2024-08-20 | Date of The Matthew Prince 2024 Grantor Retained Annuity Trust 2. |
| 2025-02-11 | Date Rule 10b5-1 trading plan was adopted by Matthew Prince. |
| 2025-05-10 | Date of The Matthew Prince 2025 Grantor Retained Annuity Trust. |
| 2025-08-11 | Date of The Matthew Prince 2025 Grantor Retained Annuity Trust 2. |
| 2026-02-24 | Date of reported transactions (conversion and sale of Class A Common Stock). |
| 2026-02-25 | Date of reported transactions (conversion and sale of Class A Common Stock). |
| 2026-02-26 | Date of reported transactions (conversion and sale of Class A Common Stock) and filing date. |
Recommendation
holdThe insider sales are executed under a pre-arranged 10b5-1 plan, which typically indicates personal financial planning rather than a change in the executive's view of the company's future performance. As such, this filing alone does not provide new information to warrant a change in investment recommendation, maintaining a 'hold' position for investors awaiting broader company performance updates.
Keywords
Cloudflare, NET, Matthew Prince, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Beneficial Ownership, Class A Common Stock, Class B Common Stock
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