Form 4 for NET Cloudflare, Inc.
Accepted 2025-08-19 00:00:00 ET · period of report 2025-08-15 · accession 0001104659-25-080387 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-08-19 | 2025-08-15 | NET | Prince Matthew | CEO, Board Co-COB, Dir, 10% | F - Tax | $195.38 | -15.7K | 367.3K | -4% | -$3.08M |
| D | 2025-08-19 | 2025-08-15 | NET | Prince Matthew | CEO, Board Co-COB, Dir, 10% | M - OptEx | — | +21.9K | 403.1K | +6% | — |
| D | 2025-08-19 | 2025-08-15 | NET | Prince Matthew | CEO, Board Co-COB, Dir, 10% | M - OptEx | $0.00 | -21.9K | 153.2K | -12% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2025-08-15 | F | D | 15,739 | $195.38 | 367,251 | D | — | — | (F4) 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"). |
| 2 | Common | Class A Common Stock | 2025-08-15 | M | A | 21,888 | — | 403,101 | D | — | — | (F1) 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. (F2) Each PSU represents a contingent right to receive one share of Issuer Class A common stock. |
| 3 | Derivative | Performance Stock Units | 2025-08-15 | M | D | 21,888 | $0.00 | 153,223 | D | — · — to 2032-02-04 | 21,888 Class A Common Stock | (F2) Each PSU represents a contingent right to receive one share of Issuer Class A common stock. (F7) 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. (F6) 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. |