Cloudastructure (CSAI) Founder Sells 50K Shares Via 10b5-1 Plan at ~$1.22–$1.29

Rhea-AI Filing Summary

Insider sales reported by Sheldon Richard Bentley at Cloudastructure, Inc. (CSAI). Mr. Bentley, a founder, director and officer, sold a total of 50,000 shares of Class A common stock in two transactions on 09/30/2025 and 10/01/2025 under a Rule 10b5-1 trading plan adopted August 20, 2025. The first sale on 09/30/2025 disposed of 25,000 shares at a weighted-average price of $1.22, leaving 175,000 shares beneficially owned. The second sale on 10/01/2025 disposed of 25,000 shares at a weighted-average price of $1.29, leaving 150,000 shares beneficially owned. Footnotes disclose price ranges for the multiple trades and an undertaking to provide detailed per-price quantities upon request.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating preplanned dispositions rather than opportunistic timing
• Filing discloses weighted-average prices and price ranges with an undertaking to provide per-price details on request, enhancing transparency

Negative

• Insider sold a total of 50,000 Class A shares, reducing beneficial ownership from 200,000 to 150,000 shares as reported on this Form 4
• Sales occurred at low single-dollar prices ($1.185–$1.31 ranges), which may reflect limited liquidity or valuation levels at the time (prices disclosed in footnotes)

Insights

Securities Analyst

TL;DR: Insider executed preplanned sales totaling 50,000 CSAI shares under a 10b5-1 plan, reducing beneficial ownership to 150,000 shares.

The Form 4 shows two Rule 10b5-1 plan sales on consecutive dates for 25,000 shares each, with weighted-average prices of $1.22 and $1.29 and disclosed trade price ranges. This is a routine disclosure of insider liquidity rather than an out-of-plan opportunistic sale, as the filing explicitly states the existence of a 10b5-1 plan adopted August 20, 2025. The filing provides commitments to furnish per-price breakdowns if requested, improving transparency about execution details.

Corporate Governance Expert

TL;DR: Founder/director sold shares through a pre-established plan; disclosure is complete regarding plan and weighted-average prices.

The reporting person is identified as a founder, director and officer, and the Form 4 includes standard explanatory footnotes and an attorney-in-fact signature. The filing documents the method of sale (10b5-1 plan) and provides weighted-average prices with stated ranges for underlying transactions, along with an undertaking to provide further detail on request. From a governance perspective, adherence to a documented trading plan and clear footnote disclosures align with best practices for timing and transparency of insider transactions.

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
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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).

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)
09/30/2025

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	09/30/2025		S(1)		25,000	D	$1.22(2)	175,000	D
Class A Common Stock	10/01/2025		S(1)		25,000	D	$1.29(3)	150,000	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 $1.185 - $1.25, 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 $1.28 - $1.31, 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	10/02/2025
	** 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 transactions did the insider report for Cloudastructure, Inc. (CSAI)?

The insider sold 25,000 shares on 09/30/2025 and 25,000 shares on 10/01/2025 under a Rule 10b5-1 plan.

How many CSAI shares does Sheldon Richard Bentley beneficially own after these sales?

150,000 Class A shares beneficially owned following the reported transactions.

Were the sales part of a trading plan for CSAI insider transactions?

Yes. All sales were effected pursuant to a Rule 10b5-1 trading plan adopted August 20, 2025.

What prices were the CSAI shares sold at?

Weighted-average prices reported: $1.22 for the 09/30/2025 sales (range $1.185–$1.25) and $1.29 for the 10/01/2025 sales (range $1.28–$1.31).

Who signed the Form 4 for the reporting person?

Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley, signed the Form 4 on 10/02/2025.