SCHEDULE: Cloudflare Co-Founder Matthew Prince Boosts Stake to 7.7%
Beneficial Ownership Report (Amendment)
Cloudflare co-founder Matthew Prince reported a 7.7% beneficial ownership stake in the company's Class A Common Stock, primarily through various trusts.
Summary
- Matthew Prince, co-founder of Cloudflare, Inc., beneficially owns 26,338,507 shares of the company's Class A Common Stock, representing 7.7% of the class.
- This ownership includes 5,230,116 shares over which he has sole voting and dispositive power, and 21,108,391 shares over which he has shared voting and dispositive power.
- His sole ownership includes 5,190,618 Class B common shares held by The Matthew Prince Revocable Trust and 39,498 Class A common shares from Restricted Stock Units (RSUs) vesting within 60 days of December 31, 2025.
- Shared ownership primarily consists of Class B common shares held across several family trusts, including The Prince Family Nonexempt Irrevocable Trust, The Prince Family Exempt Irrevocable Trust, The Matthew Prince 2024 Grantor Retained Annuity Trust, The Matthew Prince 2024 Grantor Retained Annuity Trust 2, The Prince 2021 Remainder Trust, The Matthew Prince 2025 Grantor Retained Annuity Trust, and The Matthew Prince 2025 Grantor Retained Annuity Trust 2, for which he serves as an investment advisor or co-trustee.
- Each Class B common share is convertible into one Class A common share and carries ten votes, while Class A shares carry one vote. The reported percentage does not reflect the enhanced voting power of Class B shares.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively as it confirms significant and stable insider ownership by co-founder Matthew Prince, indicating strong alignment with the company's long-term success and strategic direction, especially given the enhanced voting power of Class B shares.
Positives
- Significant insider ownership by co-founder Matthew Prince, holding 7.7% of the Class A common stock, demonstrates strong alignment with shareholder interests.
- The substantial portion of Class B shares held by Prince (which carry 10 votes per share) indicates significant control and long-term commitment to the company's strategic direction.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that significant beneficial ownership by a co-founder and CEO like Matthew Prince is common in high-growth technology companies, particularly those with dual-class stock structures like Cloudflare. This structure, which grants Class B shares ten votes per share, is often implemented to allow founders to maintain control and pursue long-term strategic visions without immediate pressure from short-term market fluctuations, a trend seen in companies like Meta (Facebook) and Google (Alphabet).
Comparison to Industry Standards
- Matthew Prince's 7.7% beneficial ownership (Class A equivalent) in Cloudflare is a substantial stake for a co-founder and CEO in a publicly traded tech company. For comparison, Mark Zuckerberg, CEO of Meta Platforms, holds a significant portion of Meta's voting power through his Class B shares, allowing him to control a majority of shareholder votes despite a lower percentage of total equity. Similarly, Larry Page and Sergey Brin, co-founders of Alphabet (Google), maintain significant control through their Class B shares.
- The dual-class share structure, where Class B shares carry ten votes per share, is a common mechanism among founder-led tech companies to ensure long-term strategic stability. This is comparable to structures at companies like Snap Inc. (Evan Spiegel and Bobby Murphy) and Zoom Video Communications (Eric Yuan), where founders retain outsized voting control.
- The aggregation of shares across various family trusts is a standard estate planning and wealth management strategy for high-net-worth individuals, ensuring continuity of ownership and control while managing tax implications.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure | The filing details the beneficial ownership of Matthew Prince, including shares held through various trusts, which impacts the overall control structure of Cloudflare. The dual-class share structure (Class A with one vote, Class B with ten votes) is a key governance feature, ensuring founders maintain significant voting power. | NA | This structure allows Matthew Prince to maintain substantial control over Cloudflare's strategic direction, potentially fostering long-term vision but also concentrating voting power. The filing is an update to this existing structure, not a change to it. |
Related Party Transactions
- The filing details shares held by various family trusts (e.g., The Matthew Prince Revocable Trust, The Prince Family Nonexempt Irrevocable Trust, The Matthew Prince 2024 Grantor Retained Annuity Trust), where Matthew Prince serves as trustee, co-trustee, or investment advisor. These are related party holdings.
Stakeholder Impact
- Shareholders: The significant insider ownership by a co-founder can be viewed positively by shareholders as it aligns management's interests with long-term company performance. However, the dual-class structure means Class A shareholders have less voting power per share compared to Class B holders like Prince.
- Management: Matthew Prince's substantial stake and control through Class B shares provide him with significant influence over corporate decisions and strategic direction.
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. |
| 2025-05-10 | Date of The Matthew Prince 2025 Grantor Retained Annuity Trust. |
| 2025-08-11 | Date of The Matthew Prince 2025 Grantor Retained Annuity Trust 2. |
| 2025-09-30 | End of quarterly period for which Cloudflare's Form 10-Q was filed. |
| 2025-10-16 | Date as of which Class A and Class B common stock outstanding figures were reported in the Issuer's Form 10-Q. |
| 2025-10-30 | Date Cloudflare's Quarterly Report on Form 10-Q was filed with the SEC. |
| 2025-12-31 | Date of event which requires filing of this statement; also the reference date for RSUs vesting within 60 days. |
| 2026-02-13 | Signature date of the Schedule 13G/A filing by Matthew Prince. |
Recommendation
holdThis Schedule 13G/A filing is a routine disclosure of beneficial ownership by a co-founder and CEO. It confirms a significant, but not materially changed, stake in Cloudflare. While strong insider ownership is generally a positive indicator of management's commitment, this specific filing does not introduce new information that would fundamentally alter the investment thesis or warrant a change in recommendation from a seasoned investor's perspective. It reinforces the existing governance structure and founder control.
Keywords
Cloudflare, Matthew Prince, beneficial ownership, Class A Common Stock, Class B Common Stock, SEC filing, Schedule 13G, insider ownership, corporate governance, voting power, trusts
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