STOCK TITAN

Cloudastructure (NASDAQ: CSAI) lowers director option prices to $5.38

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) director Ruba Qashu reported an option repricing on August 27, 2026. Existing stock options on Class A and Class B common stock were cancelled and regranted in equal amounts, changing the exercise price to $5.38, the August 26, 2026 closing stock price, while retaining the original vesting and expiration dates.

Earlier grants vest either 25% after one year then monthly over 36 months or over 2 years, and the repriced options keep these schedules. The filing indicates the transactions were not made pursuant to a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Qashu Ruba
Role Director
Type Security Shares Price Value
Disposition Stock Options (Right to Buy) F2, F1 1,389 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 1,389 -- --
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, F4 3,334 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 3,334 -- --
Holdings After Transaction: Stock Options (Right to Buy) — 10,279 shares (Direct)
Footnotes (4)
  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 $5.38 on August 26, 2026.
  3. F3. The repriced options retain the same vesting and expiration dates as the cancelled options.
  4. F4. These options vest over a 2-year period.
Repriced exercise price $5.38 per share Closing stock price on August 26, 2026 used for all repriced options
Option shares cancelled (block 1) 1,389 options Stock Options (Right to Buy) over Class B common stock disposed on August 27, 2026
Original exercise price (block 1) $64.80 per share Exercise price of cancelled Class B options expiring May 3, 2033
Option shares cancelled (block 2) 5,556 options Stock Options over Class B common stock disposed on August 27, 2026
Original exercise price (block 2) $81.00 per share Exercise price of cancelled Class B options expiring June 5, 2034
Option shares cancelled (block 3) 3,334 options Stock Options over Class A common stock disposed on August 27, 2026
Original exercise price (block 3) $19.80 per share Exercise price of cancelled Class A options expiring March 2, 2036
Repricing transaction date August 27, 2026 Date of the cancellations and regrants reported for all option blocks
repricing financial
"filed to report a repricing of the cancelled options reported above"
exercise price financial
"repricing of the cancelled options reported above to the closing stock price of $5.38"
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
"These 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.
expiration dates financial
"The repriced options retain the same vesting and expiration dates as the cancelled"
Rule 10b5-1 regulatory
"aff_10b5_one is the filing's document-level Rule 10b5-1 checkbox"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

What did CSAI director Ruba Qashu report in this Form 4?

Ruba Qashu reported a repricing of existing stock options for CLOUDASTRUCTURE, INC., cancelling options and regranting the same number at a new $5.38 exercise price, equal to the August 26, 2026 closing price, while keeping original vesting and expiration dates.

What exercise price now applies to the repriced CSAI options?

The repriced options have an exercise price of $5.38, which the filing describes as the closing stock price on August 26, 2026. All reported cancelled options were regranted at this new price while retaining the original vesting and expiration dates.

Were the CLOUDASTRUCTURE (CSAI) option transactions under a Rule 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, meaning the reported option repricing transactions were not affirmed as being made under a Rule 10b5-1 trading plan.

How do the repriced CSAI options held by Ruba Qashu vest?

For some options, vesting occurred 25% on the first anniversary of the grant date and then in 36 substantially equal monthly installments. Other options vest over a 2-year period. The repriced options retain these same vesting schedules.

Did the expiration dates of Ruba Qashu’s CSAI options change in the repricing?

No. The filing states that the repriced options retain the same vesting and expiration dates as the cancelled options. Only the exercise price was changed to match the August 26, 2026 closing stock price of $5.38.

Which CSAI share classes are covered by the repriced options?

The reported transactions involve stock options over Class B common stock and Class A common stock. For each cancelled option series in these classes, an equal number of options were regranted at the new $5.38 exercise price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Qashu Ruba

(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
Officer (give title below)Other (specify below)
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)

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)$64.808/27/2026D1,389 (1)05/03/2033Class B common stock1,389(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A1,389 (3)05/03/2033Class B common stock1,389(2)1,389D
Stock Options (Right to Buy)$8108/27/2026D5,556 (1)06/05/2034Class B common stock5,556(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A5,556 (3)06/05/2034Class B common stock5,556(2)5,556D
Stock Options (Right to Buy)$19.808/27/2026D3,334 (4)03/02/2036Class A common stock3,334(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A3,334 (3)03/02/2036Class A common stock3,334(2)3,334D
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 $5.38 on August 26, 2026.
3. The repriced options retain the same vesting and expiration dates as the cancelled options.
4. These options vest over a 2-year period.
/s/ Greg Smitherman, as Attorney-in-Fact for Ruba Qashu08/31/2026
** 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)