[144] Cloudflare, Inc. Class A common stock, par value $0.001 per share SEC Filing

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) filed a Form 144 indicating that Thomas J. Seifert plans to sell 8,343 Class A shares through Morgan Stanley on or after 07/21/2025 under a Rule 10b5-1 plan. At the 07/18/2025 closing price implied by the filing, the transaction is valued at $1.65 million and represents roughly 0.003 % of the 310.6 million shares outstanding, a non-material dilution.

The executive has already disposed of 61,556 shares in the prior three months for $9.52 million in aggregate proceeds (10,000 on 06/20, 41,556 on 05/20, 10,000 on 04/25). The filing states the shares being sold were acquired via option exercises on 12/16/2020 and paid for in cash.

No new operational or financial data are provided; the document is limited to the notice of proposed insider sales. While continued selling may be interpreted as a modest sentiment negative, the volume is immaterial to float and executed under a pre-arranged plan.

Positive

• None.

Negative

• Continued insider selling: CFO intends to sell 8,343 additional shares after disposing of 61,556 shares in the prior quarter, which could be viewed as a minor sentiment negative.

Insights

Securities Analyst

TL;DR: Small 8.3k-share sale by CFO under 10b5-1 plan; negligible float impact, minor sentiment headwind.

The notice covers routine disposition of 0.003 % of shares. Insider sales often trigger concern, but Rule 10b5-1 reduces information-asymmetry risk. Prior three-month sales total $9.5 M, indicating an ongoing diversification strategy rather than abrupt exit. No linkage to fundamentals is disclosed; therefore, the filing is not materially impactful for valuation.

Corporate Governance Expert

TL;DR: Governance-neutral filing; sale follows disclosure norms and uses reputable broker.

The executive complied with Rule 144 and aggregated past sales, showing transparency. Use of Morgan Stanley and advance plan adoption lowers litigation and optics risks. Volume falls well below Rule 144 thresholds, suggesting no governance red flags.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	8343	1646491.05	310553791	07/21/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/16/2020	Previously Exercised Stock Options	Issuer			8343	12/16/2020	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	06/20/2025	10000	1807588.00
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	05/20/2025	41556	6515116.44
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	04/25/2025	10000	1201354.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Cloudflare (NET) shares are being sold in this Form 144?

The filing covers the proposed sale of 8,343 Class A shares.

What is the estimated value of the planned Cloudflare insider sale?

Based on the filing, the gross value is approximately $1.65 million.

When will the Cloudflare shares be sold?

The sale is slated for on or after 07/21/2025.

How significant is the sale relative to Cloudflare’s share count?

The 8,343 shares equal about 0.003 % of the 310.6 million shares outstanding—an immaterial amount.

Have there been other recent insider sales at Cloudflare?

Yes. The same executive sold 61,556 shares from April–June 2025 for $9.52 million in total proceeds under a 10b5-1 plan.