SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Prince Matthew
(Last) (First) (Middle)
C/O CLOUDFLARE, INC.405 COMAL STREET
(Street)
AUSTIN TX 78702
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Board Co-Chair
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/15/2025 M 21,888(1) A (2) 403,101 D
Class A Common Stock 08/15/2025 F(3) 15,739 D $195.38 367,251(4) D
Class A Common Stock 20,111 I See footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (2) 08/15/2025 M 21,888 (6)(7) 02/04/2032 Class A Common Stock 21,888 $0 153,223 D
Explanation of Responses:
1. The reported shares are represented by performance-based restricted stock units ("PSUs") for which the performance metric has been met and which vest in six equal quarterly installments beginning on August 15, 2025.
2. Each PSU represents a contingent right to receive one share of Issuer Class A common stock.
3. The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of PSUs or restricted stock units ("RSUs"), as applicable.
4. The 20,111 shares issuable upon vesting and settlement of the PSUs and RSUs were re-registered and are now held directly by The Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee (the "Revocable Trust").
5. The shares are held of record by the Revocable Trust.
6. The PSUs are comprised of six separate tranches that become eligible to vest upon achievement of certain stock price targets ranging from $156.00 to $579.00 (the "Stock Price Goals") at any time within seven years of February 5, 2025, with the performance period shortened to end upon a change in control of the Issuer. Upon satisfaction of the $156.00 Stock Price Goal and following the date of certification of achievement of the $156.00 Stock Price Goal, 21,888 PSUs became eligible to vest in six quarterly installments beginning on August 15, 2025. The remaining five separate tranches of the PSU award become eligible to vest upon achievement of certain stock price targets ranging from $203.00 to $579.00.
7. Upon satisfaction of a Stock Price Goal, 1/6 of the shares subject to the applicable tranche vest and become exercisable on each Issuer quarterly vesting date (2/15, 5/15, 8/15 or 11/15) occurring on or after the date of certification of achievement of the applicable Stock Price Goal for such tranche. In addition, the PSUs are subject to the reporting person's continued status as a Service Provider through each vesting date. The time-based vesting requirements are waived upon a change in control of the Issuer.
/s/ Lindsey Cochran, by power of attorney 08/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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