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

Rhea-AI Filing Summary

Cloudastructure, Inc. 10% owner and founder Sheldon Richard Bentley sold a total of 50,000 shares of Class A Common Stock in late January 2026 under a pre-set Rule 10b5-1 trading plan.

He sold 25,000 shares on January 27 at a weighted average price of $0.86 and another 25,000 shares on January 28 at a weighted average price of $0.82, through multiple trades within the stated price ranges. Following these sales, he directly beneficially owns 100,000 shares of Cloudastructure Class A Common Stock.

Insider Trade Summary

Net Seller: 50,000 shares ($42,000)

Net Sell 2 txns

Insider Bentley Sheldon Richard

Role 10% Owner

Sold 50,000 shs ($42K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	25,000	$0.82	$21K
Sale	Class A Common Stock	25,000	$0.86	$22K

Holdings After Transaction: Class A Common Stock — 100,000 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 $0.844 - $0.88, 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 $0.82 - $0.834, 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)
01/27/2026

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	01/27/2026		S(1)		25,000	D	$0.86(2)	125,000	D
Class A Common Stock	01/28/2026		S(1)		25,000	D	$0.82(3)	100,000	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 $0.844 - $0.88, 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 $0.82 - $0.834, 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	01/29/2026
	** 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 transaction did Cloudastructure (CSAI) report in this Form 4?

Cloudastructure reported share sales by 10% owner and founder Sheldon Richard Bentley. He sold 25,000 Class A Common shares on January 27, 2026 and 25,000 shares on January 28, 2026, for a total of 50,000 shares sold.

At what prices did Sheldon Richard Bentley sell Cloudastructure (CSAI) shares?

Bentley’s reported prices are weighted averages for multiple trades each day. On January 27, 2026, the weighted average was $0.86 with trades from $0.844 to $0.88. On January 28, 2026, it was $0.82 with trades from $0.82 to $0.834.

How many Cloudastructure (CSAI) shares does Bentley own after these sales?

After the reported transactions, Bentley beneficially owns 100,000 Class A Common shares. His holdings decreased as he sold 25,000 shares on each of two consecutive days, and the Form 4 lists 100,000 shares directly owned following the second sale.

Was the Cloudastructure (CSAI) insider sale under a Rule 10b5-1 plan?

Yes. All reported sales were made under a Rule 10b5-1 trading plan. The Form 4 states that Bentley adopted this plan on August 20, 2025, meaning the trades were pre-arranged according to preset instructions rather than decided at the time of execution.

Who is the reporting person in this Cloudastructure (CSAI) Form 4 filing?

The reporting person is Sheldon Richard Bentley, a 10% owner and founder of Cloudastructure, Inc. The filing indicates he is not listed as an officer or director, but he is identified as both a significant shareholder and founder of the company.

What type of Cloudastructure (CSAI) security was sold in this transaction?

The transactions involve Cloudastructure’s Class A Common Stock. The Form 4 Table I shows non-derivative sales of Class A Common shares only, with no derivative securities such as options or warrants reported in Table II for these specific transactions.