Cloudastructure (CSAI) founder converts 200K Class B into Class A shares

Rhea-AI Filing Summary

Cloudastructure founder and 10% owner Sheldon Richard Bentley reported an insider transaction involving Class A and Class B shares. On January 12, 2026, Bentley exercised stock options to buy 200,000 shares of Class B Common Stock at a conversion price of $0.02 per share. According to the footnotes, each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, and the 200,000 Class B shares received from the option exercise were immediately converted into 200,000 shares of Class A Common Stock. Following the transaction, Bentley beneficially owned 250,000 shares of Class A Common Stock directly. The options were originally granted on February 20, 2020 and vested in full on April 15, 2023.

Insider Trade Summary

400,000 shares exercised/converted

Mixed 3 txns

Insider Bentley Sheldon Richard

Role 10% Owner

Type	Security	Shares	Price	Value
Exercise	Stock Options (right to buy)	200,000	$0.00	--
Exercise	Class B Common Stock	200,000	$0.00	--
Conversion	Class A Common Stock	200,000	$0.00	--

Holdings After Transaction: Stock Options (right to buy) — 0 shares (Direct); Class B Common Stock — 0 shares (Direct); Class A Common Stock — 250,000 shares (Direct)

Footnotes (1)

1. Class B Common Stock is convertible into an equal number of shares of Class A Common Stock, at any time, at the holder's election, with no expiration date. The shares of Class B Common Stock received upon exercise of the options reported in Table II was immediately converted into an equal number of shares of Class A Common Stock. On February 20, 2020, the issuer granted the reporting person options to buy 3,739,417 shares of Class B Common Stock. The options vested in full on April 15, 2023.

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
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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^*

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)
01/12/2026

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	01/12/2026		C		200,000	A	(1)	250,000	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
Stock Options (right to buy)	$0.02	01/12/2026		M			200,000	(2)	04/15/2029	Class B Common Stock	200,000	$0	$2,989,417	D
Class B Common Stock	(1)	01/12/2026		M			200,000	(1)	(1)	Class A Common Stock	200,000	$0	$200,000	D

Explanation of Responses:

1. Class B Common Stock is convertible into an equal number of shares of Class A Common Stock, at any time, at the holder's election, with no expiration date. The shares of Class B Common Stock received upon exercise of the options reported in Table II was immediately converted into an equal number of shares of Class A Common Stock.

2. On February 20, 2020, the issuer granted the reporting person options to buy 3,739,417 shares of Class B Common Stock. The options vested in full on April 15, 2023.

	/s/ Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CSAI founder Sheldon Richard Bentley report?

Sheldon Richard Bentley reported exercising stock options for 200,000 shares of Class B Common Stock on January 12, 2026, which were immediately converted into 200,000 shares of Class A Common Stock.

How many Cloudastructure (CSAI) Class A shares does Bentley own after this Form 4?

After the reported transactions, Sheldon Richard Bentley beneficially owned 250,000 shares of Class A Common Stock directly.

What is the relationship between Cloudastructure (CSAI) Class B and Class A Common Stock?

The footnotes state that Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, with no expiration date.

What were the terms of the stock options exercised by the CSAI insider?

The options were for 3,739,417 shares of Class B Common Stock, granted on February 20, 2020, and they vested in full on April 15, 2023. In this Form 4, Bentley exercised 200,000 of those options at a conversion price of $0.02 per share.

Is Sheldon Richard Bentley a major shareholder of Cloudastructure (CSAI)?

Yes. The filing identifies Sheldon Richard Bentley as a 10% owner of Cloudastructure, Inc. and a founder.

Were the Cloudastructure (CSAI) insider shares held directly or indirectly?

The transactions reported in this Form 4 show direct ownership (D) for the options, the Class B Common Stock, and the Class A Common Stock, with no nature of indirect beneficial ownership specified.