Cloudflare (NET) Form 144: 240,228 Class A Shares Proposed Sale (~$46.3M)

Cloudflare, Inc. (NET) Form 144 notice for proposed sale of Class A common stock.

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) Form 144 notice for proposed sale of Class A common stock. The filer notified a broker (Goldman Sachs & Co. LLC) of an approximate sale of 240,228 shares with an aggregate market value of $46,308,751.56, scheduled approximately for 08/21/2025 on the NYSE. The filing discloses that 230,769 shares were originally acquired on 08/08/2017 as stock-option compensation and 9,459 shares on 04/19/2023 as restricted stock units. The form lists multiple earlier disposals by the related Sutherland / Zatlyn Revocable Trust totaling repeated sales of 8,547–8,548 shares on various dates in June–July 2025 with listed gross proceeds per lot. The filer certifies no undisclosed material adverse information.

Insights

Securities Analyst

TL;DR Insider-related holder plans a sizable sale (240,228 shares, ~$46.3M) after prior trust dispositions in June–July 2025.

The notice documents a proposed Rule 144 sale executed through Goldman Sachs of 240,228 Class A shares valued at $46.3 million, with acquisition origins disclosed as stock-option compensation (2017) and RSUs (2023). Multiple earlier sales by the Sutherland / Zatlyn Revocable Trust are listed with per-lot gross proceeds, indicating recent liquidity events tied to the same beneficial holder. This is a disclosure of planned sales rather than new operational or financial data for the company.

Corporate Governance Expert

TL;DR The filing shows planned insider-related disposals and confirms compliance with Rule 144 disclosure requirements.

The Form 144 provides required details: broker, share counts, acquisition dates, and nature of acquisition (stock options and RSUs). It also includes a certification that no material nonpublic information is known. The presence of repeated trust sales in recent months suggests ongoing disposition activity by related parties, which is governance-relevant but not an operational statement about Cloudflare itself.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Cloudflare (NET) Form 144 disclose about the proposed sale?

The Form 144 discloses a proposed sale of 240,228 Class A shares through Goldman Sachs with an aggregate market value of $46,308,751.56, approximately on 08/21/2025.

How were the shares being sold by the NET filer acquired?

The filing shows 230,769 shares were acquired on 08/08/2017 as stock-option compensation and 9,459 shares on 04/19/2023 as restricted stock units.

Who is the broker handling the proposed sale in the NET Form 144?

The broker named in the filing is Goldman Sachs & Co. LLC at 200 West Street, New York, NY.

Did the Form 144 report any recent sales of Cloudflare shares by related parties?

Yes. The Sutherland / Zatlyn Revocable Trust reported multiple sales in June–July 2025 of lots of 8,547–8,548 shares with listed gross proceeds per sale.

Does the filer state any undisclosed material information in the Form 144?

The filer signs the certification representing that they do not know any material adverse information about the issuer that has not been publicly disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/21/2025 - 04:44 PM Learn about SEC filing dates

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	0001786951
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Cloudflare, Inc.
SEC File Number	001-39039
Address of Issuer	101 Townsend Street San Francisco CALIFORNIA 94107
Phone	1-888-993-5273
Name of Person for Whose Account the Securities are To Be Sold	Michelle Zatlyn
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	Officer

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
Class A Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	240228	46308751.56	310553791	08/21/2025	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 *
Class A Common	08/08/2017	Acquired as compensation -- Stock Options	Issuer			230769	08/08/2017	Acquired as compensation -- Stock Options
Class A Common	04/19/2023	Acquired as compensation -- Restricted Stock Units	Issuer			9459	04/19/2023	Compensation

* 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
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/04/2025	8548	1472340
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/04/2025	8547	1485244.67
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/04/2025	8547	1478395.96
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/05/2025	8547	1468024.17
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/05/2025	8547	1461825.03
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/05/2025	8547	1465347.25
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/06/2025	8547	1513359.17
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/06/2025	8547	1539445.47
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	06/06/2025	8547	1524195.91
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/15/2025	8547	1570336.89
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/15/2025	8547	1552821.52
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/15/2025	8547	1563979.63
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/16/2025	8547	1600954.81
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/16/2025	8547	1593482.17
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/16/2025	8547	1608526.6
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/17/2025	8547	1630594.1
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/17/2025	8547	1624753.08
The Sutherland / Zatlyn Revocable Trust dated November 17, 2016 101 Townsend Street San Francisco CA 94107	Class A Common	07/17/2025	8547	1634000.93

144: Remarks and Signature

Remarks	The sales of shares set forth herein are made in connection with a selling plan dated February 14, 2025 that is intended to comply with Rule 10b5-1(c). All shares to be sold by The Sutherland / Zatlyn Revocable Trust dated November 17, 2016.
Date of Notice	08/21/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	02/14/2025
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	Goldman Sachs & Co. LLC on behalf of Michelle Zatlyn
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)