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

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) Form 144 notice reports a proposed sale of 471,456 Class A common shares with an aggregate market value of $103,041,423.36 to be sold through Goldman Sachs & Co. LLC on the NYSE on 09/09/2025. The filing details acquisition history for the shares, showing the largest block (451,345 shares) was originally acquired as Class B common in a private transaction on 09/25/2009 and will be converted to Class A prior to sale; smaller lots were received as restricted stock units and performance awards in 2023 and 2025. The filing also lists multiple recent sales by The Matthew Prince Revocable Trust between 06/11/2025 and 08/20/2025, each for 52,384 shares generating gross proceeds reported per sale. The filer represents no undisclosed material adverse information.

Positive

• Transparent disclosure of a planned insider sale, including exact share count, aggregate market value, broker and proposed sale date
• Detailed acquisition history is provided showing original private acquisition and subsequent compensation awards, supporting clarity on holding provenance
• Multiple recent sales disclosed with gross proceeds listed, indicating compliance with Rule 144 reporting obligations

Negative

• Large proposed sale size (471,456 shares / $103,041,423.36) could create short-term selling pressure if executed on-market
• No explicit 10b5-1 plan date is provided in the filing, leaving unclear whether sales are pre-planned or discretionary

Insights

Securities Analyst

TL;DR: Large planned insider sale of 471,456 Class A shares (~$103M) signals meaningful near-term insider liquidity but is routine when pre-cleared.

The Form 144 documents a significant proposed sale by an affiliated holder executed through a major broker on a set date, and it lists prior recent sales from the same trust across June–August 2025. This is an informational filing required under Rule 144 to notify the market of intended restricted/insider sales. The concentration of a large pre-2009 acquired block alongside more recent compensation awards is consistent with long-term holdings being monetized while newer awards were granted. From a market-impact perspective, a $103M single-block sale could influence short-term supply but the filing itself does not provide details on execution strategy, orderly disposition, or whether sales are part of a pre-existing trading plan.

Corporate Governance Expert

TL;DR: The filing documents compliant disclosure of insider sales; multiple recent divestitures from the same trust merit monitoring for governance context.

The notice includes acquisition provenance—private 2009 Class B shares converting to Class A and awards from 2023 and 2025—demonstrating customary reporting of heterogeneous holdings. Multiple sales by The Matthew Prince Revocable Trust in June–August 2025 are reported with gross proceeds per trade, which indicates active monetization by a related party. The signer affirms absence of undisclosed material information. The filing lacks information about any 10b5-1 plan adoption date, if applicable, which would clarify whether these sales are pre-planned; that absence is notable but not a violation of the Form 144 content requirements.

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
Class A Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	471456	103041423.36	312872178	09/09/2025	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	09/25/2009	Originally acquired Class B common shares from Issuer in private transaction; Class B common shares to be converted to Class A common shares in connection with any sales.	Issuer			451345	09/25/2009	None
Class A Common	02/05/2025	Acquired as compensation -- Restricted Stock Units	Issuer			7284	02/05/2025	Compensation
Class A Common	04/19/2023	Acquired as compensation -- Restricted Stock Units	Issuer			10781	04/19/2023	Compensation
Class A Common	02/05/2025	Acquired as compensation -- Performance Awards	Issuer			2046	02/05/2025	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 Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	06/11/2025	52384	9409821.73
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	08/18/2025	52384	10499534.66
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	08/20/2025	52384	9979513.45
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	07/10/2025	52384	9669080.63
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	06/13/2025	52384	8970602.85
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	07/08/2025	52384	10071924.06
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	07/09/2025	52384	10185817.36
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	08/19/2025	52384	10327851.33
The Matthew Prince Revocable Trust dtd 10/29/2015 101 Townsend Street San Francisco CA 94107	Class A Common	06/12/2025	52384	9239783.27

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 Form 144 (NET) report?

The filing reports a proposed sale of 471,456 Class A shares valued at $103,041,423.36 to be sold via Goldman Sachs on the NYSE on 09/09/2025.

Who is the seller in the recent disclosed transactions?

Recent sales listed were executed by The Matthew Prince Revocable Trust dtd 10/29/2015, each sale amounting to 52,384 shares on various dates between 06/11/2025 and 08/20/2025.

What is the provenance of the shares proposed for sale?

Shares were acquired primarily as Class B common in a 09/25/2009 private transaction (451,345 shares) and as compensation (RSUs and performance awards) in 2023 and 2025.

Which broker is handling the proposed sale and where will it occur?

Goldman Sachs & Co. LLC is named as the broker, and the proposed sale is listed for the NYSE on 09/09/2025.

Does the filing state whether the seller has material non-public information?

The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.