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

Rhea-AI Filing Summary

Form 144 filed for Cloudflare, Inc. (NET) reports a proposed sale of 41,555 Class A shares with an aggregate market value of $8,165,973.05, scheduled approximately for 08/20/2025 on the NYSE. The filing shows the shares were acquired from the issuer through compensation: 10,000 shares from exercise of stock options on 08/20/2025 (paid in cash) and 31,555 shares from restricted stock units on 08/15/2025. The notice also lists multiple Rule 10b5-1 sales by related parties over the past three months totaling 115,000 shares with associated gross proceeds.

Positive

• Sale proceeds originate from compensation events (option exercise and RSU vesting), indicating ordinary liquidity rather than external financing
• Multiple 10b5-1 sales are documented, showing trading was likely planned and compliant with prearranged plans

Negative

• Planned disposition is sizeable: 41,555 shares valued at $8,165,973.05, adding supply to the market on or about 08/20/2025
• Significant recent selling: the filing lists 115,000 shares sold in the past three months by related parties, which may affect short-term float

Insights

Securities Analyst

TL;DR: Insider sale tied to option exercise and RSU vesting; material by size but appears execution of compensation-related holdings.

The filing documents a scheduled Rule 144 sale of 41,555 Class A shares valued at about $8.17 million, derived from option exercise and RSU vesting. The presence of numerous 10b5-1 sales totaling 115,000 shares in the past three months indicates ongoing systematic dispositions by related parties. For investors, these are liquidity events rather than operational disclosures; they change share supply dynamics short term but do not include any new company-specific operating information.

Corporate Governance Expert

TL;DR: Transaction appears compliance-driven under Rule 144 and 10b5-1 plans; signer affirms no undisclosed material information.

The filer certifies no material nonpublic information is known, and the sale is structured under Rule 144 with broker involvement. Acquisition details show compensation-origin securities (options and RSUs), which is consistent with executive or employee disposals. The record of multiple 10b5-1 plan sales reflects planned liquidity rather than ad hoc trading. No governance red flags or disclosures of adverse events are included in the filing.

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	41555	8165973.05	312872178	08/20/2025	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	08/20/2025	Exercise of Stock Options	Issuer			10000	08/20/2025	Cash
Common	08/15/2025	Restricted Stock Units	Issuer			31555	08/15/2025	N/A

* 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 for CENTER COURT PARTNERS LTD 101 Townsend Street San Francisco CA 94107	Common	07/28/2025	40911	8197963.01
10b5-1 Sales for CENTER COURT 2020 TRUST 2 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/28/2025	5600	1120665.84
10b5-1 Sales for CENTER COURT 2020 TRUST 3 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/28/2025	6362	1273365.12
10b5-1 Sales for THOMAS J SEIFERT TTEECENTER COURT 2020 TRUST 1 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/28/2025	6257	1251993.16
10b5-1 Sales for CENTER COURT PARTNERS LTD 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT 2020 TRUST 2 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT 2020 TRUST 3 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for THOMAS J SEIFERT TTEECENTER COURT 2020 TRUST 1 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/25/2025	400	80000.00
10b5-1 Sales for CENTER COURT PARTNERS LTD 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	8689	1739332.74
10b5-1 Sales for CENTER COURT 2020 TRUST 2 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	9000	1801436.40
10b5-1 Sales for CENTER COURT 2020 TRUST 3 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	8238	1649054.01
10b5-1 Sales for THOMAS J SEIFERT TTEECENTER COURT 2020 TRUST 1 U/A DTD12/11/2020 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	8343	1670060.03
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	07/21/2025	10000	1981295.00
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	06/20/2025	10000	1807588.00

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

What does Cloudflare (NET) Form 144 report?

The Form 144 reports a proposed sale of 41,555 Class A shares valued at $8,165,973.05, with an approximate sale date of 08/20/2025 on the NYSE.

How were the shares acquired that are being sold under this Form 144?

The filing shows 10,000 shares acquired via exercise of stock options on 08/20/2025 (paid in cash) and 31,555 shares from restricted stock units vested on 08/15/2025.

Were there prior related sales recently reported for NET?

Yes. The filing lists multiple Rule 10b5-1 sales by related parties in the past three months totaling 115,000 shares with associated gross proceeds.

Which broker is handling the proposed sale in the Form 144?

The broker listed for the proposed sale is Morgan Stanley Smith Barney LLC, Executive Financial Services, New York.

Does the Form 144 indicate any undisclosed material information about Cloudflare?

No. The signer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.