SCHEDULE 13G/A: Morgan Stanley Discloses Significant Passive Stake in Cloudflare, Inc.

Morgan Stanley and its subsidiary, Morgan Stanley Investment Management Inc., have filed an amended Schedule 13G, revealing beneficial ownership of 6.5% and 6.2% respectively, in Cloudflare, Inc.'s Class A Common Stock as of March 31, 2025.

Summary

• Morgan Stanley, as a parent holding company, reported beneficial ownership of 20,170,679 shares of Cloudflare, Inc.'s Class A Common Stock, representing 6.5% of the class.
• Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley, reported beneficial ownership of 19,174,111 shares, representing 6.2% of the class.
• The filing is an Amendment No. 5 to Schedule 13G, indicating a change in previously reported ownership.
• Both entities reported shared voting power and shared dispositive power over their respective holdings, with no sole voting or dispositive power.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Cloudflare, Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. It provides no positive or negative operational or financial news about the issuer, Cloudflare, Inc.

Future Outlook

NA

Management Comments

• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11."

Industry Context

This filing reflects a routine disclosure of a significant passive investment by a major financial institution in a publicly traded technology company. It indicates continued institutional interest in Cloudflare, Inc., a leading provider of cloud security, performance, and reliability services.

Stakeholder Impact

• Shareholders: Provides transparency regarding significant institutional ownership, which can influence market perception and liquidity. The passive nature of the investment suggests no immediate intent to influence company control.

Key Dates

Keywords

Cloudflare, Morgan Stanley, Morgan Stanley Investment Management, Schedule 13G, Beneficial Ownership, Class A Common Stock, Institutional Ownership, SEC Filing, Passive Investment