Cloudastructure insider trims stake by 9 % in July 2025 sales

Rhea-AI Filing Summary

Cloudastructure, Inc. (CSAI) – Form 4 insider transaction

Founder, Director and 10 % owner Sheldon Richard Bentley disclosed open-market sales of Class A common stock.

• 07 / 07 / 2025: 8,405 shares sold at a weighted-average $2.24 (range $2.17–$2.32).
• 07 / 08 / 2025: 13,267 shares sold at a weighted-average $2.15 (range $2.10–$2.18).
• Total shares sold: 21,672, representing roughly 8.7 % of his prior direct holding.
• Post-sale direct ownership: 227,912 Class A shares.
• No derivative securities were reported and the filing does not indicate use of a Rule 10b5-1 trading plan.

The report signals moderate insider selling by a key stakeholder, information that may influence investor sentiment toward CSAI.

Positive

• None.

Negative

• Founder sold 21,672 shares (~8.7 % of his stake) at $2.15–$2.24, reducing direct ownership to 227,912 shares. Discretionary insider selling can pressure sentiment and signal lower insider confidence.

Insights

Securities Analyst

TL;DR: Founder’s 21.7 k-share sale trims stake by ~9 %; mildly negative sentiment indicator.

The transactions are modest in absolute value but meaningful in context of insider behavior. Bentley remains a >10 % holder, yet reducing his position by nearly 9 % suggests limited near-term conviction at the current $2.10–$2.30 price band. Because no 10b5-1 plan is cited, the trades appear discretionary, which investors often interpret more critically. While the volume is unlikely to move the market, it may cap upside until further corporate catalysts emerge.

Corporate Governance Expert

TL;DR: Discretionary insider sale without 10b5-1 plan raises minor governance red flag.

Directors and founders selling shares can be routine portfolio management. However, in small-cap companies like Cloudastructure, even mid-sized insider sales attract scrutiny. Absence of a pre-arranged plan and the short interval between trades may fuel speculation about internal outlook. Governance impact is limited because Bentley remains a major shareholder, but investors should monitor follow-on filings for pattern continuation.

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).

X

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^*

Bentley Sheldon Richard

(Last) (First) (Middle)

C/O CLOUDASTRUCTURE, INC.

228 HAMILTON AVENUE, 3RD FLOOR

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/07/2025		S		8,405	D	$2.24(1)	241,179	D
Class A Common Stock	07/08/2025		S		13,267	D	$2.15(2)	227,912	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.17 - $2.32, inclusive. The reporting person undertakes to provide to Cloudastructure, Inc., any security holder of Cloudastructure, Inc., or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.10 - $2.18, inclusive.

	/s/ Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley	07/09/2025
	** 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.

FAQ

How many CSAI shares did founder Sheldon Richard Bentley sell?

He sold 21,672 Class A common shares across two transactions on 7–8 Jul 2025.

At what prices were the CSAI shares sold?

Weighted-average prices were $2.24 on 07/07/2025 and $2.15 on 07/08/2025, within the $2.10–$2.32 range.

How many CSAI shares does Bentley own after the sales?

He directly holds 227,912 Class A common shares following the reported transactions.

Was a Rule 10b5-1 trading plan used for these sales?

The filing does not indicate that the transactions were executed under a Rule 10b5-1 plan.

Why is insider selling significant for CSAI investors?

Insider sales, especially by founders/directors, can influence market perception of management’s confidence in the company’s near-term prospects.