[144] Cloudflare, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Cloudflare, Inc. (NET) indicates a proposed sale of 10,000 shares of Common stock through Morgan Stanley Smith Barney on 09/22/2025, with an aggregate market value of $2,259,400.00. The shares were acquired the same day by exercise of stock options and paid for in cash. The filing reports the issuer's total shares outstanding as 312,872,178. The document also lists multiple Rule 10b5-1 plan sales by related parties during July–August 2025, including transactions ranging from 400 to 41,555 shares with gross proceeds shown for each sale. The filer certifies no undisclosed material adverse information.

Insights

Financial Analyst

TL;DR: Insider-originated option exercise and proposed sale of 10,000 shares; recent 10b5-1 plan sales indicate ongoing managed dispositions.

The filing shows a routine exercise-and-sale transaction: 10,000 shares were acquired by exercising options on 09/22/2025 and are proposed for sale the same day via Morgan Stanley, valued at $2.26 million against 312.9 million shares outstanding. The reported recent 10b5-1 transactions by related parties in July–August 2025 include multiple planned sales totaling significant proceeds, which appear to be systematic dispositions rather than ad hoc market exits. From a capital-markets perspective, these are common liquidity events for insiders and related trusts and, on their face, do not by themselves indicate a material change to company fundamentals.

Corporate Governance Expert

TL;DR: Transaction is disclosed under Rule 144 with 10b5-1 referenced; disclosure aligns with regulatory requirements.

The notice contains the required representations, including the signers statement of no undisclosed material adverse information and the plan adoption references for 10b5-1 sales listed. The mix of option exercise and planned sales across related entities demonstrates adherence to standard internal trading plans. From a governance standpoint, documentation appears complete for a Form 144: acquisition method, payment type, broker, and recent sales history are provided. No governance irregularities are evident within the filing text.

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	10000	2259400.00	312872178	09/22/2025	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	09/22/2025	Exercise of Stock Options	Issuer			10000	09/22/2025	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	08/20/2025	41555	7921854.05
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

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 the Form 144 filed for Cloudflare (NET) report?

The filing reports a proposed sale of 10,000 common shares via Morgan Stanley on 09/22/2025 with aggregate market value of $2,259,400.00.

How were the 10,000 shares acquired according to the Form 144?

The shares were acquired on 09/22/2025 by exercise of stock options and payment was made in cash on that date.

Does the filing list other recent insider sales for NET?

Yes. The filing lists multiple Rule 10b5-1 plan sales in July–August 2025 by related parties, with amounts ranging up to 41,555 shares and gross proceeds shown for each sale.

What is the total number of Cloudflare shares outstanding reported in the filing?

312,872,178 shares outstanding is reported in the securities information table.

Who is the broker handling the proposed sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza is listed as the broker for the proposed sale.