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

Rhea-AI Filing Summary

Gabelli-affiliated investment vehicles filed a Schedule 13D on 28 Jul 2025 disclosing ownership of 251,650 Series A shares of DallasNews Corp. (DALN), representing 5.31 % of the 4.74 million shares outstanding.

• Gabelli Funds: 105,350 sh (2.22%)
• Gabelli & Co Investment Advisers (GCIA): 90,800 sh (1.92%)
• GAMCO Asset Management: 45,000 sh (0.95%)
• Teton Advisors: 10,500 sh (0.22%)

The group spent approximately $3.06 million accumulating shares between 8 Jul – 24 Jul 2025 at prices ranging $4.50 to $16.01, funded largely through client accounts. Although reported on a 13D (non-passive) basis, the filing states the investors do not currently seek control of DALN; future buying or selling will depend on ongoing analysis of the company’s operations, valuation and market conditions.

The investors outline typical value-oriented governance preferences (support for cumulative voting, opposition to poison pills, etc.) and note that voting power above 25% would be delegated to independent committees. Their presence introduces an experienced shareholder that may influence strategic dialogue, but immediate operational changes are not signalled.

Positive

• Gabelli group accumulates 5.31 % stake, introducing an influential value-oriented shareholder that may advocate for strategies to unlock DALN’s equity value.
• $3.06 million capital deployed at prices up to $16/sh signals confidence in DALN’s fundamentals despite limited liquidity.

Negative

• Stake remains modest relative to total float, limiting ability to drive rapid strategic change.
• Filing disclaims any intent to seek control, suggesting limited immediate activist pressure.

Insights

Portfolio Manager

TL;DR – Gabelli funds now own 5.3 % of DALN; potential soft activism, modestly bullish.

This 13D reveals respected value investor Mario Gabelli’s complex has crossed the 5 % threshold in DallasNews. While the language disavows control, Gabelli entities typically engage management when they see undervaluation. Their $3 m commitment and purchases up to $16/sh suggest conviction versus DALN’s thinly traded float. Even without overt activism, a 5 % holder can press for capital-allocation discipline and sharpen market focus on latent asset value (real estate, cash). For a micro-cap with <5 m shares, any incremental buying could tighten supply. Overall, the disclosure is a constructive signal for shareholders.

Corporate Governance Specialist

TL;DR – Filing stresses no control intent; governance impact likely limited near-term.

Despite the 13D status, the group explicitly states it will not seek control and outlines standard proxy-voting guidelines. Combined voting power is just 5.3 %, far below levels that compel board concessions. Any stake above 25 % would be walled off via independent committees, further tempering influence. Therefore, governance ramifications are modest unless the position grows materially.

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	6257	1241513.94	310553791	07/28/2025	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			6257	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 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 CENTER 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 CENTER 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
10b5-1 Sales Plan for THOMAS J SEIFERT 101 Townsend Street San Francisco CA 94107	Common	05/20/2025	41556	6515116.44

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 percentage of DallasNews (DALN) shares do Gabelli entities own?

They own 5.31 % of the outstanding Series A shares, equal to 251,650 shares.

How much did Gabelli funds spend acquiring DALN shares?

The group deployed approximately $3.06 million to build the position.

Does the Schedule 13D indicate activist intentions?

The filing is on a 13D, but it states the investors do not currently seek control; future actions depend on ongoing analysis.

Which Gabelli entity holds the largest DALN position?

Gabelli Funds LLC leads with 105,350 shares (2.22 % of the class).

Could the Gabelli group increase or reduce its DALN stake?

Yes. The filing notes they may buy additional shares or sell existing holdings based on market conditions and valuation.