Cloudastructure (CSAI) founder and 10% owner reports 50,000-share sale

Rhea-AI Filing Summary

Cloudastructure, Inc. director, founder and 10% owner Sheldon Richard Bentley reported selling Class A common stock in two transactions under a pre-arranged Rule 10b5-1 trading plan adopted on August 20, 2025. On 12/16/2025, he sold 25,000 shares at a weighted average price of $1.04, leaving 225,000 shares beneficially owned. On 12/17/2025, he sold another 25,000 shares at a weighted average price of $1.08, with 200,000 shares beneficially owned after the sale.

The filing notes that each reported price is a weighted average; the actual trades occurred in multiple lots in ranges of $1.025–$1.065 and $1.055–$1.09, and detailed breakdowns are available upon request.

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

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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)
12/16/2025

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	12/16/2025		S(1)		25,000	D	$1.04(2)	225,000	D
Class A Common Stock	12/17/2025		S(1)		25,000	D	$1.08(3)	200,000	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. All sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.025 - $1.065, 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 footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.055 - $1.09, 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 footnote (3) to this Form 4.

	/s/ Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley	12/18/2025
	** 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).
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FAQ

What insider activity did CSAI report in this Form 4?

The Form 4 reports that Sheldon Richard Bentley, a director, founder and 10% owner of Cloudastructure, Inc. (CSAI), sold two blocks of 25,000 Class A common shares on 12/16/2025 and 12/17/2025.

At what prices were the CSAI shares sold by the insider?

The 12/16/2025 sale had a weighted average price of $1.04 with trades between $1.025–$1.065. The 12/17/2025 sale had a weighted average price of $1.08 with trades between $1.055–$1.09.

How many CSAI shares does the insider still own after these transactions?

After the 12/16/2025 sale, Sheldon Richard Bentley beneficially owned 225,000 Class A common shares, and after the 12/17/2025 sale he beneficially owned 200,000 shares.

Were the CSAI insider sales part of a pre-arranged trading plan?

Yes. All sales reported were effected under a Rule 10b5-1 trading plan adopted by Sheldon Richard Bentley on August 20, 2025.

What type of security did the CSAI insider sell in this filing?

The transactions involved Class A common stock of Cloudastructure, Inc. (CSAI). The filing shows no derivative security transactions in Table II.

What is the insider’s relationship to Cloudastructure, Inc. (CSAI)?

According to the filing, Sheldon Richard Bentley is a director, a 10% owner, and a founder of Cloudastructure, Inc.