Cloudastructure founder trims 11% stake in July 2025 share sales

Rhea-AI Filing Summary

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

• Founder, director and 10 % owner Sheldon Richard Bentley reported open-market sales of Class A common stock.
• 07/09/2025: Sold 12,191 shares at a weighted-average price of $2.18; ownership after sale: 215,721 shares.
• 07/10/2025: Sold 13,526 shares at a weighted-average price of $2.05; ownership after sale: 202,195 shares.
• Total shares sold: 25,717 (≈11 % of pre-sale holdings).
• No derivative securities were involved; no 10b5-1(c) plan was indicated.

The filing reflects modest but noteworthy insider selling that may influence short-term market sentiment, especially given Bentley’s founder status and sizable residual position.

Positive

• None.

Negative

• Founder and 10 % owner disposed of 25,717 shares (≈11 % of holdings) at $2.05–$2.18, potentially signaling reduced short-term confidence and adding selling pressure.

Insights

Securities Analyst

TL;DR: Founder trims stake by 11 %; modest but negative signal.

Insider selling by a founder often raises questions about valuation outlook. Although Bentley retains >200k shares, the sale represents a meaningful portion of his personal position and occurred within two days at prices clustered around $2.05-$2.18, suggesting targeted liquidity rather than automatic disposition. For a micro-cap such as Cloudastructure, this volume can pressure the float and sway investor sentiment negatively in the near term. Absent offsetting insider buys or disclosed strategic reasons, I classify the impact as slightly negative.

Corporate Governance Specialist

TL;DR: Insider sale is compliant; governance impact limited.

The transaction was properly reported under Section 16(a) with timely Form 4 filing and attorney-in-fact signature. No evidence of Rule 10b5-1 safe-harbor use was noted, which may attract closer investor scrutiny but does not suggest non-compliance. From a governance standpoint, the sale does not alter control dynamics; Bentley remains a significant shareholder. Nevertheless, investors typically view discretionary insider sales without pre-arranged plans as a mild red flag.

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)
07/09/2025

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	07/09/2025		S		12,191	D	$2.18(1)	215,721	D
Class A Common Stock	07/10/2025		S		13,526	D	$2.05(2)	202,195	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 $2.145 - $2.235, 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 $2.025 - $2.075, inclusive.

	/s/ Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley	07/11/2025
	** 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 Cloudastructure (CSAI) shares did Sheldon Bentley sell?

He sold 25,717 Class A common shares over 9-10 July 2025.

At what prices were the CSAI shares sold?

Weighted-average prices were $2.18 on 07/09/25 and $2.05 on 07/10/25, with intra-day ranges disclosed in the footnotes.

What is Bentley’s remaining stake in Cloudastructure after the sales?

He directly owns 202,195 Class A shares following the reported transactions.

Were any derivative securities involved in this Form 4 filing?

No derivative securities were acquired or disposed of; only common stock sales were reported.

Does the filing reference a Rule 10b5-1 trading plan?

The form does not indicate that the sales were made under a Rule 10b5-1(c) plan.