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

Rhea-AI Filing Summary

Cloudflare, Inc. (NYSE: NET) insiders have filed Form 144 to sell up to 400 Class A shares (estimated value ≈ US$76.6 k) through Morgan Stanley beginning 25 Jul 2025. The proposed sale equals just 0.0001 % of the company’s 310.6 m shares outstanding, indicating a negligible float impact.

The filing also lists recent Rule 10b5-1 plan executions: seven transactions between 20 May – 21 Jul 2025 by Center Court–related entities and Thomas J. Seifert totaling 95,826 shares for US$17.16 m in gross proceeds. All shares to be sold were originally acquired via option exercises on 16 Dec 2020 and paid for in cash.

Because the activity is governed by pre-arranged trading plans and represents a small fraction of outstanding stock, the filing is operationally immaterial. However, ongoing insider disposals may influence sentiment among investors sensitive to executive selling patterns.

Positive

• Sale size is immaterial: 400 shares represent only 0.0001 % of 310.6 m shares outstanding, limiting market impact.
• Transactions executed under Rule 10b5-1 trading plans, reducing concerns about use of non-public information.

Negative

• Continued insider selling: 95,826 shares sold over the past three months for US$17.2 m could weigh on investor sentiment.
• Optics risk: Repeated sales by senior executive Thomas J. Seifert and related entities may be perceived as declining insider confidence.

Insights

Securities Analyst

TL;DR: Tiny Form 144 sale; prior 10b5-1 disposals total 95.8 k shares—float impact de minimis, sentiment neutral.

The 400-share notice equates to roughly US$76 k and is practically irrelevant to liquidity. Even when combined with the 95.8 k shares already sold in the past quarter, insider disposals amount to only ~0.03 % of shares outstanding. Because transactions are under Rule 10b5-1, signaling value is limited; I view the filing as non-material for valuation models or near-term price targets.

Corporate Governance Expert

TL;DR: Sales comply with 10b5-1, reducing governance risk, but optics of continual insider selling persist.

Rule 144 and 10b5-1 frameworks mitigate concerns about misuse of MNPI, yet large cumulative proceeds (US$17 m+) can attract shareholder attention. Boards typically monitor executive sell-downs; given the minimal percentage sold, I do not see a red flag, but continued patterns warrant disclosure vigilance.

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	400	76632.00	310553791	07/25/2025	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			400	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	07/21/2025	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

How many Cloudflare (NET) shares are insiders proposing to sell?

The Form 144 covers 400 Class A shares with an estimated value of US$76.6 k.

When is the planned sale date for the Form 144 shares?

The approximate sale date disclosed is 25 July 2025.

What broker will handle the NET share sale?

The shares will be sold through Morgan Stanley Smith Barney LLC, Executive Financial Services.

How many shares have insiders already sold in the last three months?

Center Court entities and Thomas J. Seifert sold 95,826 shares, generating roughly US$17.16 million in gross proceeds.

What percentage of Cloudflare’s outstanding shares does the 400-share sale represent?

Approximately 0.0001 % of the 310.6 million shares outstanding.

Were the planned sales executed under a 10b5-1 trading plan?

Yes. The filing notes reliance on Rule 10b5-1 plans for the disclosed transactions.