Cloudastructure CFO reprices options to $4.97

Q: What did CLOUDASTRUCTURE (CSAI) disclose in this Form 4/A for its CFO?

The company reported that CFO Greg Smitherman cancelled several existing stock option grants and received replacement options over the same numbers of shares, repriced to an exercise price of $4.97 on August 27, 2026, with vesting and expiration terms unchanged.

Q: Were any CLOUDASTRUCTURE (CSAI) shares bought or sold on the open market?

No. The filing reports dispositions to the issuer of existing options and grants of new options. There is no reported open-market purchase or sale of CLOUDASTRUCTURE common stock in this Form 4/A.

Q: What is the new exercise price of the repriced CSAI options?

The repriced options carry an exercise price of $4.97 per share, which the footnote states was the closing stock price on August 26, 2026 used for the repricing of the cancelled options.

Q: Did the vesting or expiration of the CLOUDASTRUCTURE options change in this repricing?

No. A footnote states that the repriced options retain the same vesting and expiration dates as the cancelled options, including the original schedule of 25% vesting after one year and then in 36 monthly installments.

Q: Which specific CLOUDASTRUCTURE option grants were affected for the CFO?

Options over 26,667 shares at a $55.80 exercise price expiring January 26, 2032, and additional grants over 7,889, 4,889, and 84 shares at $81.00 expiring June 5, 2034 and January 2, 2035 were cancelled and replaced at $4.97.

Q: Was this CLOUDASTRUCTURE Form 4/A filed under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the transactions as a repricing of options rather than trades under a pre-arranged trading plan.

CLOUDASTRUCTURE’s CFO cancelled higher-strike options and received replacement grants repriced to $4.97 while keeping the same vesting and expiration terms.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) reported that Chief Financial Officer Greg Smitherman repriced several stock option grants on August 27, 2026. Existing options were cancelled in dispositions to the issuer and replaced with new options over the same numbers of shares at an exercise price of $4.97, retaining the original vesting schedules and expiration dates.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Smitherman Greg

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to Buy) ^{F2, F1}	26,667	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	26,667	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	7,889	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	7,889	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	4,889	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	4,889	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	84	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	84	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 39,529 contracts (Direct)

Footnotes (3)

F1. These options all vested as follows: 25% on the first anniversary of the grant date and ratably in 36 substantially equal monthly installments thereafter.
F2. This Form 4 is being filed to report a repricing of the cancelled options reported above to the closing stock price of $4.97 on August 26, 2026.
F3. The repriced options retain the same vesting and expiration dates as the cancelled options.

Key Figures

Options cancelled (2032): 26,667 options at $55.80 exercise price Replacement options (2032): 26,667 options at $4.97 exercise price Options cancelled (2034 grant A): 7,889 options at $81.00 exercise price +5 more

8 metrics

Options cancelled (2032) 26,667 options at $55.80 exercise price Stock options over Class B common stock disposed to issuer on August 27, 2026; original expiration January 26, 2032

Replacement options (2032) 26,667 options at $4.97 exercise price New stock options over Class B common stock granted August 27, 2026, expiring January 26, 2032

Options cancelled (2034 grant A) 7,889 options at $81.00 exercise price Class B options disposed to issuer on August 27, 2026; expiration June 5, 2034

Replacement options (2034 grant A) 7,889 options at $4.97 exercise price New Class B options granted August 27, 2026, expiring June 5, 2034

Options cancelled (2034 grant B) 4,889 options at $81.00 exercise price Class B options disposed to issuer on August 27, 2026; expiration June 5, 2034

Replacement options (2034 grant B) 4,889 options at $4.97 exercise price New Class B options granted August 27, 2026, expiring June 5, 2034

Options repriced (2035) 84 options from $81.00 to $4.97 exercise price Class A options cancelled and regranted August 27, 2026, with expiration January 2, 2035

Reference closing price $4.97 per share Footnote identifies $4.97 as the closing stock price on August 26, 2026 used for the repricing

Key Terms

Disposition to issuer, repricing, Stock Options (Right to Buy), vesting, +1 more

5 terms

Disposition to issuer financial

"transaction code description states Disposition to issuer for cancelled options"

repricing financial

"footnote describes a repricing of the cancelled options to $4.97"

Stock Options (Right to Buy) financial

"security title is Stock Options (Right to Buy) for each transaction"

vesting financial

"footnote explains options vested 25% after one year and monthly thereafter"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

exercise price financial

"conversion or exercise price fields show $55.80, $81.00 and $4.97"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

What did CLOUDASTRUCTURE (CSAI) disclose in this Form 4/A for its CFO?

The company reported that CFO Greg Smitherman cancelled several existing stock option grants and received replacement options over the same numbers of shares, repriced to an exercise price of $4.97 on August 27, 2026, with vesting and expiration terms unchanged.

Were any CLOUDASTRUCTURE (CSAI) shares bought or sold on the open market?

No. The filing reports dispositions to the issuer of existing options and grants of new options. There is no reported open-market purchase or sale of CLOUDASTRUCTURE common stock in this Form 4/A.

What is the new exercise price of the repriced CSAI options?

The repriced options carry an exercise price of $4.97 per share, which the footnote states was the closing stock price on August 26, 2026 used for the repricing of the cancelled options.

Did the vesting or expiration of the CLOUDASTRUCTURE options change in this repricing?

No. A footnote states that the repriced options retain the same vesting and expiration dates as the cancelled options, including the original schedule of 25% vesting after one year and then in 36 monthly installments.

Which specific CLOUDASTRUCTURE option grants were affected for the CFO?

Options over 26,667 shares at a $55.80 exercise price expiring January 26, 2032, and additional grants over 7,889, 4,889, and 84 shares at $81.00 expiring June 5, 2034 and January 2, 2035 were cancelled and replaced at $4.97.

Was this CLOUDASTRUCTURE Form 4/A filed under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the transactions as a repricing of options rather than trades under a pre-arranged trading plan.

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Available on EDGAR 09/02/2026 - 05:10 PM Accepted by SEC EDGAR 09/02/2026 - 05:10 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smitherman Greg

(Last)

(First)

(Middle)

3000 EL CAMINO REAL, BLDG 4,

SUITE 200

(Street)

PALO ALTO

CALIFORNIA

94306

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CLOUDASTRUCTURE, INC. [ CSAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/31/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$55.8	08/27/2026		D			26,667	⁽¹⁾	01/26/2032	Class B common stock	26,667	⁽²⁾	0	D
Stock Options (Right to Buy)	$4.97	08/27/2026		A		26,667		⁽³⁾	01/26/2032	Class B common stock	26,667	⁽²⁾	26,667	D
Stock Options (Right to Buy)	$81	08/27/2026		D			7,889	⁽¹⁾	06/05/2034	Class B common stock	7,889	⁽²⁾	0	D
Stock Options (Right to Buy)	$4.97	08/27/2026		A		7,889		⁽³⁾	06/05/2034	Class B common stock	7,889	⁽²⁾	7,889	D
Stock Options (Right to Buy)	$81	08/27/2026		D			4,889	⁽¹⁾	06/05/2034	Class B common stock	4,889	⁽²⁾	0	D
Stock Options (Right to Buy)	$4.97	08/27/2026		A		4,889		⁽³⁾	06/05/2034	Class B common stock	4,889	⁽²⁾	4,889	D
Stock Options (Right to Buy)	$81	08/27/2026		D			84	⁽¹⁾	01/02/2035	Class A common stock	84	⁽²⁾	0	D
Stock Options (Right to Buy)	$4.97	08/27/2026		A		84		⁽³⁾	01/02/2035	Class A common stock	84	⁽²⁾	84	D

Explanation of Responses:

1. These options all vested as follows: 25% on the first anniversary of the grant date and ratably in 36 substantially equal monthly installments thereafter.

2. This Form 4 is being filed to report a repricing of the cancelled options reported above to the closing stock price of $4.97 on August 26, 2026.

3. The repriced options retain the same vesting and expiration dates as the cancelled options.

	/s/ Greg Smitherman	09/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR