Cloudastructure (CSAI) founder sells 50,000 shares via 10b5-1 plan

Rhea-AI Filing Summary

Cloudastructure, Inc. (CSAI) founder and 10% owner Sheldon Richard Bentley reported pre‑planned sales of Class A common stock. On January 6, 2026, he sold 25,000 shares at a weighted average price of $0.85, leaving 75,000 shares beneficially owned directly. On January 7, 2026, he sold another 25,000 shares at a weighted average price of $0.85, reducing his direct holdings to 50,000 shares.

All transactions were executed under a Rule 10b5-1 trading plan adopted on August 20, 2025, and the prices reflect multiple trades within disclosed ranges on each day.

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)
01/06/2026

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	01/06/2026		S(1)		25,000	D	$0.85(2)	75,000	D
Class A Common Stock	01/07/2026		S(1)		25,000	D	$0.85(3)	50,000	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 $0.83 - $0.88, 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 $0.841 - $0.863, 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	01/08/2026
	** 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

What insider activity did CSAI founder Sheldon Richard Bentley report?

Sheldon Richard Bentley, a founder and 10% owner of Cloudastructure, Inc., reported selling 25,000 Class A shares on January 6, 2026 and 25,000 shares on January 7, 2026 in open market transactions.

At what prices did Bentley sell Cloudastructure (CSAI) shares?

For each of the two sales, the Form 4 reports a weighted average price of $0.85 per share. Footnotes state that January 6 trades occurred between $0.83 and $0.88, and January 7 trades occurred between $0.841 and $0.863.

How many Cloudastructure CSAI shares does Bentley hold after these sales?

After the January 6, 2026 sale, Bentley beneficially owned 75,000 Class A common shares directly. After the January 7, 2026 sale, his direct beneficial ownership was 50,000 shares.

Were Bentley’s Cloudastructure share sales under a Rule 10b5-1 plan?

Yes. The filing states that all sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2025.

What type of security did Bentley sell in this Cloudastructure Form 4?

The transactions involved Class A Common Stock of Cloudastructure, Inc., reported as non-derivative securities held directly by the reporting person.

Can investors see the exact trade breakdowns for Bentley’s CSAI sales?

The Form 4 notes that the reported prices are weighted averages from multiple trades. Bentley undertakes to provide Cloudastructure, any security holder, or SEC staff full details of the number of shares sold at each separate price upon request.