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

Rhea-AI Filing Summary

Cloudastructure, Inc. founder and 10% owner Sheldon Richard Bentley reported selling a total of 50,000 shares of Class A Common Stock in pre-planned trades. On February 10, 2026, he executed an open-market sale of 25,000 shares at a weighted average price of $0.63, with individual trade prices ranging from $0.627 to $0.64.

On February 11, 2026, he sold an additional 25,000 shares at a weighted average price of $0.59, with trade prices between $0.578 and $0.607. All sales were made under a Rule 10b5-1 trading plan adopted on August 20, 2025, and following these transactions he reported beneficial ownership of 0 shares of Cloudastructure Class A Common Stock.

Insider Trade Summary

Net Seller: 50,000 shares ($30,500)

Net Sell 2 txns

Insider Bentley Sheldon Richard

Role 10% Owner

Sold 50,000 shs ($31K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	25,000	$0.59	$15K
Sale	Class A Common Stock	25,000	$0.63	$16K

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (1)

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.627 - $0.64, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.578 - $0.607, 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.

Form 4 Insider Transactions: What Each Field Means →

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)
02/10/2026

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	02/10/2026		S(1)		25,000	D	$0.63(2)	25,000	D
Class A Common Stock	02/11/2026		S(1)		25,000	D	$0.59(3)	0	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 $0.627 - $0.64, 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 $0.578 - $0.607, 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	02/12/2026
	** 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 reported selling a total of 50,000 CSAI Class A Common shares in two open-market transactions. These trades were executed on February 10 and 11, 2026 under a pre-arranged Rule 10b5-1 trading plan.

At what prices did Sheldon Richard Bentley sell CSAI shares?

Bentley sold 25,000 shares at a $0.63 weighted average with prices from $0.627–$0.64, and another 25,000 shares at a $0.59 weighted average with prices between $0.578–$0.607, all as disclosed in the Form 4 footnotes.

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

After the reported transactions, Bentley’s beneficial ownership is 0 shares of Cloudastructure Class A Common Stock. The Form 4 shows his share balance declining from 25,000 shares to zero following the February 11, 2026 open-market sale.

Were the CSAI insider sales by Bentley under a Rule 10b5-1 plan?

Yes. All reported sales were executed under a Rule 10b5-1 trading plan adopted by Bentley on August 20, 2025. Such plans pre-schedule trades, aiming to reduce concerns about trading based on material nonpublic information.

What role does Sheldon Richard Bentley have at Cloudastructure (CSAI)?

The Form 4 identifies Bentley as a 10% owner and founder of Cloudastructure, Inc. This status means he previously held at least ten percent of the company’s equity, triggering ongoing insider reporting obligations for his transactions.

What transaction code is used for Bentley’s CSAI share sales?

Both transactions use code “S”, indicating an open-market or private sale of non-derivative securities. The filing classifies the trades as direct ownership transactions in Cloudastructure Class A Common Stock, with no derivative securities activity reported.