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

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) – Form 144 filing: EVP/CFO Thomas J. Seifert has filed to sell 8,689 Class A shares through Morgan Stanley on or about 21 Jul 2025. At the 7 Jun 2025 closing price implied by the filing, the stake is valued at $1.71 million. The proposed sale represents roughly 0.0028 % of NET’s 310.6 million shares outstanding, indicating a de-minimis dilution impact.

The shares were acquired via stock-option exercise on 30 Mar 2022 and will be transacted under an existing Rule 10b5-1 trading plan. The filing also discloses three prior sales in the last 90 days under the same plan: 10 k shares for $1.81 m (20 Jun 2025), 41.6 k shares for $6.52 m (20 May 2025) and 10 k shares for $1.20 m (25 Apr 2025), totaling 61,556 shares and $9.53 m in gross proceeds.

While recurring insider sales can create an optical overhang, the absolute amount remains small versus NET’s float and does not alter ownership structure materially. No operational or financial performance data are included in this notice.

Positive

• De-minimis size: 8,689 shares equal only 0.0028 % of outstanding stock, limiting market impact.
• Rule 10b5-1 plan usage reduces information-asymmetry concerns and signals adherence to governance best practices.

Negative

• Continued insider selling: CFO has disposed of 70 k shares (~$11 m) in 4 months, which some investors may interpret negatively despite plan structure.

Insights

Equity Research Analyst

TL;DR: Small, pre-planned insider sale; minimal dilution, neutral signal.

NET’s CFO seeks to divest 8.7 k shares (≈$1.7 m) via Rule 144. Combined with earlier 3-month sales, the insider has monetized about 70 k shares (≈$11 m). Relative to 310 m shares outstanding and daily volume (~3 m), liquidity impact is negligible. Rule 10b5-1 context reduces information-signaling risk, but persistent disposals could feed bearish narratives amid valuation scrutiny. Absent earnings data, I view the filing as routine and non-material.

Corporate Governance Specialist

TL;DR: Transaction complies with Rule 10b5-1; no governance red flags.

The filing affirms the insider’s representation of no undisclosed adverse information and cites an established trading plan, aligning with best-practice governance. Volume sold to date (<0.03 % of float) is far below thresholds that would trigger heightened board or market scrutiny. Therefore, the event is not impactful to shareholders’ governance considerations.

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	8238	1625769.30	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			8238	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 8,689 Class A shares, valued at approximately $1.71 million.

What percentage of Cloudflare’s outstanding shares does the sale represent?

Only about 0.0028 % of the company’s 310.6 million shares outstanding.

Who is selling the shares and under what plan?

Executive Thomas J. Seifert is selling under a Rule 10b5-1 trading plan through Morgan Stanley.

Have there been recent insider sales by the same executive?

Yes. Over the past three months he sold 61,556 shares for $9.53 million in gross proceeds.

Does the filing disclose any new financial or operational data for NET?

No. Form 144 strictly details the proposed share sale and contains no earnings or operational metrics.