STOCK TITAN

Cloudastructure CEO reprices options to $4.97

Cloudastructure’s CEO cancelled and regranted multiple option awards at a lower $4.97 exercise price while keeping vesting and expirations unchanged.

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) reported that Chief Executive Officer and director James Patrick McCormick repriced several stock option grants on August 27, 2026. Existing options were first cancelled in dispositions to the issuer and then regranted for the same share amounts, vesting schedules, and expiration dates at a new exercise price of $4.97 per share, equal to the closing stock price on August 26, 2026.

The affected options cover both Class A and Class B common stock and had prior exercise prices as high as $81.00 per share. The company states that the repriced options retain the original vesting of 25% after one year followed by 36 substantially equal monthly installments, and no Rule 10b5-1 trading plan is reported for these transactions.

Positive

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Negative

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Insider McCormick James Patrick
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Stock Options (Right to Buy) F2, F1 834 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 834 -- --
Disposition Stock Options (Right to Buy) F2, F1 5,556 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 5,556 -- --
Disposition Stock Options (Right to Buy) F2, F1 44,734 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 44,734 -- --
Disposition Stock Options (Right to Buy) F2, F1 11,187 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 11,187 -- --
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) — 62,395 contracts (Direct)
Footnotes (3)
  1. 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.
  2. 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.
  3. F3. The repriced options retain the same vesting and expiration dates as the cancelled options.
Repricing date August 27, 2026 Date of CEO option cancellations and regrants
New exercise price $4.97 per share Repriced options set to closing stock price on August 26, 2026
Prior exercise price example $81.00 per share Original exercise price on several cancelled options before repricing
Repriced Class B options (example 1) 834 options Stock options on Class B common stock expiring January 26, 2032 repriced to $4.97
Repriced Class B options (example 2) 5,556 options Stock options on Class B common stock expiring June 5, 2034 repriced to $4.97
Repriced Class A options (example 1) 44,734 options Stock options on Class A common stock expiring November 18, 2034 repriced to $4.97
Repriced Class A options (example 2) 11,187 options Stock options on Class A common stock expiring November 18, 2034 repriced to $4.97
Vesting schedule 25% after 1 year, 75% over 36 months Applies to the options described; vesting retained after repricing
repricing financial
"filed to report a repricing of the cancelled options"
exercise price financial
"repricing of the cancelled options reported above to the closing stock price"
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.
vesting financial
"options all vested as follows: 25% on the first anniversary"
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.
substantially equal monthly installments financial
"ratably in 36 substantially equal monthly installments thereafter"
disposition to issuer financial
"transaction action listed as issuer disposition of options"
Class B common stock financial
"underlying security title is Class B common stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

What insider transaction did CSAI report for its CEO on August 27, 2026?

CLOUDASTRUCTURE, INC. reported that CEO James Patrick McCormick cancelled and regranted several stock option awards on August 27, 2026, repricing them to an exercise price of $4.97 per share while keeping the same vesting schedules and expiration dates.

Were Cloudastructure (CSAI) options repriced in this Form 4/A filing?

Yes. Existing CEO stock options with exercise prices up to $81.00 per share were cancelled and replaced with options for the same number of shares at a new exercise price of $4.97, equal to the closing stock price on August 26, 2026.

Did the CSAI CEO option repricing change vesting or expiration terms?

No. The company states the repriced options retain the same vesting and expiration dates, including vesting of 25% on the first anniversary of the grant date and the remaining 75% in 36 substantially equal monthly installments thereafter.

Which Cloudastructure (CSAI) share classes are covered by the repriced options?

The repriced stock options reported for August 27, 2026 cover underlying Class A common stock and Class B common stock, with multiple grants tied to each class at the new $4.97 exercise price.

Were these CSAI CEO option transactions made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as being pursuant to a plan, and no footnote indicates that the August 27, 2026 option repricing transactions were executed under a Rule 10b5-1 trading arrangement.

What is one example of a specific option grant repriced in the CSAI Form 4/A?

One example shows 44,734 stock options on Class A common stock with an original exercise price of $81.00 and an expiration date of November 18, 2034, cancelled and regranted for the same shares at a new exercise price of $4.97.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
McCormick James Patrick

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$55.808/27/2026D834 (1)01/26/2032Class B common stock834(2)0D
Stock Options (Right to Buy)$4.9708/27/2026A834 (3)01/26/2032Class B common stock834(2)834D
Stock Options (Right to Buy)$8108/27/2026D5,556 (1)06/05/2034Class B common stock5,556(2)0D
Stock Options (Right to Buy)$4.9708/27/2026A5,556 (3)06/05/2034Class B common stock5,556(2)5,556D
Stock Options (Right to Buy)$8108/27/2026D44,734 (1)11/18/2034Class A common stock44,734(2)0D
Stock Options (Right to Buy)$4.9708/27/2026A44,734 (3)11/18/2034Class A common stock44,734(2)44,734D
Stock Options (Right to Buy)$8108/27/2026D11,187 (1)11/18/2034Class A common stock11,187(2)0D
Stock Options (Right to Buy)$4.9708/27/2026A11,187 (3)11/18/2034Class A common stock11,187(2)11,187D
Stock Options (Right to Buy)$8108/27/2026D84 (1)01/02/2035Class A common stock84(2)0D
Stock Options (Right to Buy)$4.9708/27/2026A84 (3)01/02/2035Class A common stock84(2)84D
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, as Attorney-in-Fact for James Patrick McCormick09/02/2026
** Signature of Reporting PersonDate
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)