Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Cloudflare, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
18915M107 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 18915M107 |
| 1 | Names of Reporting Persons
Matthew Prince | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,338,507.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: With respect to Rows 5, 7 and 9, includes (i) 5,190,618 shares of Class B common stock held of record by The Matthew Prince Revocable Trust dated October 29, 2015, for which Matthew Prince (the "Reporting Person") serves as trustee and (ii) 39,498 shares of Class A common stock issuable upon the vesting of restricted stock units ("RSUs") within 60 days of December 31, 2025. With respect to Rows 6, 8 and 9, includes (i) 6,928,408 shares of Class B common stock held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor; (ii) 1,060,000 shares of Class B common stock held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the Reporting Person serves as an investment advisor; (iii) 3,065,015 shares of Class B common stock held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust dated 5/20/2024, for which the Reporting Person serves as co-trustee and investment advisor; (iv) 3,103,139 shares of Class B common stock held of record by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 dated 8/20/2024, for which the Reporting Person serves as co-trustee and investment advisor; (v) 2,951,829 shares of Class B common stock held of record by The Prince 2021 Remainder Trust dated 9/23/2021, for which the Reporting Person serves as investment advisor; (vi) 2,000,000 shares of Class B common stock held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust dated 5/10/2025, for which the Reporting Person serves as investment advisor; and (vii) 2,000,000 shares of Class B common stock held of record by The Matthew Prince 2025 Grantor Retained Annuity Trust 2 dated 8/11/2025, for which the Reporting Person serves as investment advisor. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 11 is calculated as the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 315,250,214 shares of Class A common stock outstanding as of October 16, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities
and Exchange Commission on October 30, 2025 (the "Form 10-Q"); (ii) 39,498 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of December 31, 2025; and (iii) 26,299,009 shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clause "(a)" of this paragraph are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person. Each share of Class B common stock is convertible at any time into one share of Class A common stock. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. There were 35,030,951 shares of Class B common stock outstanding as of October 16, 2025, as reported in the Form 10-Q, including the 26,299,009 shares of Class B common stock beneficially owned by the Reporting Person as set forth in above. The percentage reported does not reflect the ten for one voting power of the Class B common stock because these shares are treated as converted into Class A common stock for the purpose of this report.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Cloudflare, Inc. | |
| (b) | Address of issuer's principal executive offices:
101 Townsend Street, San Francisco, CA 94107 | |
| Item 2. | ||
| (a) | Name of person filing:
Matthew Prince | |
| (b) | Address or principal business office or, if none, residence:
c/o Cloudflare, Inc. 405 Comal Street Austin, Texas 78702 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
18915M107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page. | |
| (b) | Percent of class:
See Row 11 of cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for the Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for the Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for the Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for the Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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