STOCK TITAN

Cloudastructure (CSAI) lowers director option price to $5.38

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Form Type
4

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) director Jeffrey E. Kirby reported option repricing transactions involving options to purchase Class A common stock. On 2026-08-27, he returned to the issuer options for 6,667 shares at a $135.00 exercise price and 3,334 shares at $19.80, and received replacement options for the same share amounts at a $5.38 exercise price, described as a repricing to the closing stock price on August 26, 2026. The repriced options retain the same vesting and expiration dates as the cancelled options, with one grant vesting over four years and another over two years.

Positive

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Negative

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Insider Kirby Jeffrey E
Role Director
Type Security Shares Price Value
Disposition Stock Options (Right to Buy) F2, F1 6,667 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 6,667 -- --
Disposition Stock Options (Right to Buy) F2, F4 3,334 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 3,334 -- --
Holdings After Transaction: Stock Options (Right to Buy) — 10,001 shares (Direct)
Footnotes (4)
  1. F1. These options all vested as follows: 25% on the first anniversary of the grant date and ratably in 36 substantially equal monthly installments thereafter.
  2. F2. This Form 4 is being filed to report a repricing of the cancelled options reported above to the closing stock price of $5.38 on August 26, 2026.
  3. F3. The repriced options retain the same vesting and expiration dates as the cancelled options.
  4. F4. These options vest over a 2-year period.
Cancelled option shares (first grant) 6,667 shares Options to buy Class A common stock disposed to issuer on 2026-08-27 at $135.0000 exercise price, expiring 2035-05-01
Cancelled option exercise price (first grant) $135.0000 per share Exercise price of 6,667 cancelled stock options expiring 2035-05-01
New option exercise price $5.3800 per share Exercise price of 6,667 and 3,334 replacement stock options after repricing to closing price on August 26, 2026
Cancelled option shares (second grant) 3,334 shares Options to buy Class A common stock disposed to issuer on 2026-08-27 at $19.8000 exercise price, expiring 2036-03-02
Second grant exercise price before repricing $19.8000 per share Exercise price of 3,334 cancelled stock options expiring 2036-03-02
First grant expiration date 2035-05-01 Expiration date of both the cancelled and repriced 6,667-share option grant
Second grant expiration date 2036-03-02 Expiration date of both the cancelled and repriced 3,334-share option grant
New exercise price reference date August 26, 2026 Date whose closing stock price of $5.38 was used for the repricing
repricing financial
"being filed to report a repricing of the cancelled options"
Stock Options (Right to Buy financial
"security_title": "Stock Options (Right to Buy)"
vesting financial
"The repriced options retain the same vesting and expiration dates"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
expiration date financial
"retain the same vesting and expiration dates as the cancelled options"
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""

FAQ

What did CSAI director Jeffrey E. Kirby report in this Form 4?

He reported repricing of stock options, cancelling options for 6,667 shares at $135.00 and 3,334 shares at $19.80 and receiving replacement options for the same share amounts at a $5.38 exercise price, with vesting and expiration dates unchanged.

How many CLOUDASTRUCTURE (CSAI) options were repriced for Jeffrey E. Kirby?

Two grants were affected: options for 6,667 shares and options for 3,334 shares of Class A common stock, for a total of 10,001 optioned shares involved in cancellation and replacement at a new exercise price.

What are the new exercise prices of Jeffrey E. Kirby’s CSAI options?

The replacement options carry an exercise price of $5.38 per share, which the filing describes as the closing stock price on August 26, 2026. This new price applies to both the 6,667-share and 3,334-share option grants.

Did the vesting schedule change for the repriced CSAI options?

No. The filing states that the repriced options retain the same vesting and expiration dates as the cancelled options. One grant vested 25% after one year then monthly over 36 months, and another vests over a 2-year period.

What are the expiration dates of Jeffrey E. Kirby’s repriced CSAI options?

The repriced options for 6,667 shares expire on May 1, 2035, and those for 3,334 shares expire on March 2, 2036, matching the expiration dates of the cancelled options.

Is the CSAI Form 4 tied to a Rule 10b5-1 trading plan?

No. The document-level indicator for a Rule 10b5-1 plan is false, and the footnotes describe the activity as a repricing of options, not transactions under a pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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*
Kirby Jeffrey E

(Last)(First)(Middle)
3000 EL CAMINO REAL, BLDG 4,
SUITE 200

(Street)
PALO ALTO CALIFORNIA 94306

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CLOUDASTRUCTURE, INC. [ CSAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$13508/27/2026D6,667 (1)05/01/2035Class A common stock6,667(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A6,667 (3)05/01/2035Class A common stock6,667(2)6,667D
Stock Options (Right to Buy)$19.808/27/2026D3,334 (4)03/02/2036Class A common stock3,334(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A3,334 (3)03/02/2036Class A common stock3,334(2)3,334D
Explanation of Responses:
1. These options all vested as follows: 25% on the first anniversary of the grant date and ratably in 36 substantially equal monthly installments thereafter.
2. This Form 4 is being filed to report a repricing of the cancelled options reported above to the closing stock price of $5.38 on August 26, 2026.
3. The repriced options retain the same vesting and expiration dates as the cancelled options.
4. These options vest over a 2-year period.
/s/ Greg Smitherman, as Attorney-in-Fact for Jeffery E. Kirby08/31/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)