CSAI Insider Sells 50K Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Insider sales of Cloudastructure, Inc. class A common stock were reported by Director and Founder Sheldon Richard Bentley under a Rule 10b5-1 plan. The filing shows two dispositions: 25,000 shares sold on 10/07/2025 at a weighted-average price of $1.48, and 25,000 shares sold on 10/08/2025 at a weighted-average price of $1.44. After the first sale the reporting person beneficially owned 125,000 shares and after the second sale owned 100,000 shares. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on 08/20/2025. The form is signed by an attorney-in-fact on 10/09/2025.

Positive

• Use of a Rule 10b5-1 trading plan (adopted 08/20/2025) indicates the transactions were preplanned
• Remaining beneficial ownership of 100,000 shares maintains continued insider stake

Negative

• Insider reduced holdings by 50,000 shares in two sales on 10/07/2025 and 10/08/2025
• Weighted-average sale prices were relatively low at $1.48 and $1.44, which may reflect market conditions at the time

Insights

Corporate Governance Analyst

TL;DR: Director sold 50,000 Class A shares under a preexisting 10b5-1 plan, reducing ownership to 100,000 shares.

The dispositions total 50,000 Class A shares executed in two blocks on 10/07/2025 and 10/08/2025 at weighted-average prices of $1.48 and $1.44, respectively. The reporting person remains a beneficial owner of 100,000 shares following these sales.

The filing notes the trades were effected under a Rule 10b5-1 plan adopted on 08/20/2025, which provides an affirmative defense to insider trading claims when properly established. Monitor any future Form 4s for changes in ownership or additional plan amendments within the next quarter.

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)
10/07/2025

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	10/07/2025		S(1)		25,000	D	$1.48(2)	125,000	D
Class A Common Stock	10/08/2025		S(1)		25,000	D	$1.44(3)	100,000	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 $1.46 - $1.51, 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 $1.41 - $1.49, 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	10/09/2025
	** 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

What did Sheldon Bentley (CSAI) report on the Form 4?

The report discloses sales of 25,000 Class A shares on 10/07/2025 at a weighted-average price of $1.48 and 25,000 Class A shares on 10/08/2025 at a weighted-average price of $1.44.

Were the sales part of a trading plan for CSAI insiders?

Yes. The filing states all sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 08/20/2025.

How many CSAI shares does the reporting person own after these transactions?

After the reported sales the reporting person beneficially owned 100,000 Class A shares.

Does the Form 4 disclose the exact prices of each individual trade?

No. The form provides weighted-average prices and price ranges: $1.46–$1.51 for the 10/07/2025 sales and $1.41–$1.49 for the 10/08/2025 sales.

Who signed the Form 4 for Sheldon Bentley?

The Form 4 is signed by Greg Smitherman as attorney-in-fact for Sheldon Richard Bentley on 10/09/2025.