[144] Cloudastructure, Inc. SEC Filing

Rhea-AI Filing Summary

Cloudastructure, Inc. (CSAI) report is a Form 144 notice disclosing proposed and recent sales of Class A common stock by an affiliate. The filing lists a proposed sale of 40,956 shares with an aggregate market value of $65,939 to be sold through LPL Financial on Nasdaq. It documents the filer’s acquisitions: option exercises and conversions between 2020 and 2021 totaling 40,956 shares. The filing also itemizes stock sales by the same person during the past three months totaling 300,000 shares for gross proceeds of approximately $697,386. The signer affirms no undisclosed material adverse information about the issuer.

Positive

• Compliance disclosure filed under Rule 144 providing clear broker and transaction details
• Acquisition history provided (option exercise, convertible note conversion, Reg A purchase) showing legitimate provenance of shares

Negative

• Insider sold 300,000 shares in the past three months (approximate gross proceeds ~$697,386), representing ~1.7% of outstanding shares
• Proposed additional sale of 40,956 shares could indicate continued insider liquidity needs

Insights

Securities Analyst

TL;DR: Routine insider disposal totaling 300,000 shares; proposed additional sale is modest relative to float.

The filing documents routine Rule 144 activity: a proposed brokered sale of 40,956 Class A shares and detailed prior sales aggregating 300,000 shares in the recent three-month window. Given reported outstanding shares of 17,895,101, the recent sales represent roughly 1.7% of the outstanding common stock and the proposed sale ~0.23%. The acquisition history shows a mix of option exercise, convertible note conversion and a Reg A purchase, indicating these shares derive from standard corporate grants and financings rather than a single extraordinary event. This disclosure complies with Rule 144 requirements and gives investors transparency on insider liquidity.

Corporate Governance Expert

TL;DR: Adequate disclosure under Rule 144; frequent insider sales warrant monitoring but are disclosed properly.

The document contains the required representations and a signature attesting no undisclosed material adverse information. The pattern of multiple sales over a short period followed by a new proposed sale is governance-relevant because it reflects insider liquidity actions; however, the size of the proposed sale is small relative to total outstanding shares. From a compliance perspective the filing appears complete: it lists acquisition dates and consideration types, broker information, and past sale details, which supports market transparency.

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	LPL Financial 1055 LPL Way Fort Mill SC 29715	40956	65939.00	17895101	08/19/2025	Nasdaq

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 Stock	11/28/2021	Exercise of stock options for Class B and subsequent conversion into Class A	Cloudastructure, Inc.			40372	11/28/2021	Cash
Class A Common Stock	10/29/2021	Conversion of convertible note	Cloudastructure, Inc.			334	10/29/2021	Conversion of convertible note
Class A Common Stock	08/10/2020	Purchased in Reg A offering	Cloudastructure, Inc.			250	08/10/2020	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
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	05/22/2025	9637	29477.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	05/23/2025	10618	29051.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	05/27/2025	18794	55908.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	05/28/2025	21225	58895.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	05/29/2025	12592	33822.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	05/30/2025	18256	46898.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/07/2025	8405	18801.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/08/2025	13267	28496.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/09/2025	12191	26535.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/10/2025	13526	27735.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/11/2025	13033	23463.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/14/2025	31408	54432.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/15/2025	19208	36852.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/16/2025	30977	57759.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/17/2025	17708	33265.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/18/2025	11680	21112.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/21/2025	16782	31317.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/22/2025	16962	22420.00
Sheldon Richard Bentley 15660 Skislope Way Truckee CA 96161	Class A Common Stock	07/23/2025	3731	7033.00

144: Remarks and Signature

Remarks

Date of Notice

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 for Cloudastructure (CSAI) disclose?

The filing discloses a proposed sale of 40,956 Class A shares via LPL Financial (aggregate value <$b>$65,939) and details prior sales of 300,000 shares during the past three months.

How many shares does the filing say are outstanding for CSAI?

The filing reports 17,895,101 shares outstanding for the Class A common stock.

What is the acquisition history of the shares to be sold?

Shares were acquired via exercise of stock options with subsequent conversion, conversion of a convertible note, and a Reg A purchase between 2020 and 2021.

Who is the broker named in the proposed sale?

The proposed sale lists LPL Financial, 1055 LPL Way, Fort Mill, SC as the broker and states the sale will occur on Nasdaq.

Does the filer certify any undisclosed material information?

Yes; the signer represents by signature that they do not know any material adverse information about Cloudastructure that has not been publicly disclosed.