Cloudastructure Insider Reduces Holdings; $77.8k Stock Sale Disclosed

Rhea-AI Filing Summary

Cloudastructure, Inc. (CSAI) – Insider Stock Sale (Form 4)

Founder, director and 10% owner Sheldon Richard Bentley reported two open-market sales of the company’s Class A common stock:

• 11 Jul 2025: sold 13,033 shares at a weighted-average price of $1.80.
• 14 Jul 2025: sold 31,408 shares at a weighted-average price of $1.73.

Total shares sold amount to 44,441, generating roughly $77.8 k in gross proceeds at an overall average price of about $1.75 per share. Following the transactions, Bentley’s direct beneficial ownership declined from roughly 202,195 shares to 157,754, a reduction of just over 22 %.

No derivative transactions were reported and no other insiders were listed on this filing.

While insider sales do not always imply negative fundamentals, the magnitude and the fact that it involves a founder–level holder can influence investor sentiment, particularly for a micro-cap such as Cloudastructure where insider holdings are closely watched.

Positive

• None.

Negative

• Founder and 10% owner sold 44,441 shares, reducing his position by ~22 %, which can signal lower insider confidence and adds selling pressure in a thinly traded stock.

Insights

Equity Analyst

TL;DR: Founder trimmed stake by ~22%, a potential negative sentiment driver for CSAI given its micro-cap profile.

The filing shows a meaningful disposal of 44,441 shares by a key insider over two trading sessions at prices near the current market range (≈$1.70-$1.80). Though the dollar value is modest, the percentage reduction is significant and could be interpreted as diminished insider conviction. For thinly traded micro-caps, such moves can weigh on share price due to supply overhang and perception risk. No offsetting purchases or option exercises were disclosed, and the remaining holding still exceeds 150k shares, so complete divestiture is not indicated. Absent additional context (tax planning, diversification, etc.), I categorize the event as moderately negative.

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).

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)
07/11/2025

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	07/11/2025		S		13,033	D	$1.8(1)	189,162	D
Class A Common Stock	07/14/2025		S		31,408	D	$1.73(2)	157,754	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 $1.755 - $1.84, 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 $1.72 - $1.75, inclusive.

	/s/ Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley	07/15/2025
	** 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 CSAI shares did founder Sheldon Bentley sell?

He sold 44,441 Class A common shares over two transactions on 11 Jul 2025 and 14 Jul 2025.

At what prices were the CSAI shares sold?

Weighted-average prices were $1.80 on 11 Jul 2025 and $1.73 on 14 Jul 2025.

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

He now directly owns 157,754 Class A common shares.

Did the Form 4 report any derivative security transactions?

No, Table II was blank; only open-market sales of common stock were disclosed.

Why is insider selling important for CSAI investors?

Significant sales by a founder and 10% owner can affect market sentiment and create supply overhang in a micro-cap stock.