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Cloudastructure reprices insider options to $5.38

CLOUDASTRUCTURE, INC.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) reported that ten percent owner Bentley Sheldon Richard entered into a stock option repricing on August 27, 2026. Existing options with exercise prices of $55.80 and $81.00 per share covering both Class A and Class B common stock were cancelled and replaced with new options at an exercise price of $5.38 per share, equal in amount to the cancelled options. According to the footnotes, the repriced options retain the same vesting schedules and expiration dates, which range from January 26, 2032 to January 2, 2035.

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Insider Bentley Sheldon Richard
Role 10% Owner
Type Security Shares Price Value
Disposition Stock Options (Right to Buy) F2, F1 52,778 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 52,778 -- --
Disposition Stock Options (Right to Buy) F2, F1 3,612 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 3,612 -- --
Disposition Stock Options (Right to Buy) F2, F1 51,945 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 51,945 -- --
Disposition Stock Options (Right to Buy) F2, F1 84 -- --
Grant/Award Stock Options (Right to Buy) F2, F3 84 -- --
Holdings After Transaction: Stock Options (Right to Buy) — 108,419 contracts (Direct)
Footnotes (3)
  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.
Exercise price (cancelled options) $55.80 per share Exercise price on cancelled stock options expiring January 26, 2032
Exercise price (cancelled options) $81.00 per share Exercise price on cancelled stock options expiring June 5, 2034 and January 2, 2035
Repriced exercise price $5.38 per share Closing stock price on August 26, 2026 used to reprice replacement options
Options cancelled in one transaction 52,778 options Stock options on Class B common stock with $55.80 exercise price disposed to issuer
Options granted in one transaction 52,778 options Replacement stock options on Class B common stock at $5.38 exercise price granted
Option expiration date example January 26, 2032 Expiration date for one set of cancelled and repriced stock options
Option expiration date example June 5, 2034 Expiration date for another set of cancelled and repriced stock options
Stock Options (Right to Buy) financial
"security_title: "Stock Options (Right to Buy)""
Class B common stock financial
"underlying_security_title: "Class B common stock""
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Class A common stock financial
"underlying_security_title: "Class A common stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
repricing financial
"filed to report a repricing of the cancelled options"
ten percent owner financial
""is_ten_percent_owner": 1"
vesting financial
"These options all vested as follows: 25% on the first anniversary"
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.

FAQ

What insider transaction did CSAI disclose for Bentley Sheldon Richard on August 27, 2026?

CLOUDASTRUCTURE, INC. (CSAI) disclosed that ten percent owner Bentley Sheldon Richard cancelled several batches of existing stock options and received new stock options with the same share counts, vesting schedules, and expiration dates, but with a lower exercise price of $5.38 per share.

Were CSAI stock options repriced in this Form 4 filing?

Yes. The filing states it reports a repricing of cancelled options to the $5.38 closing stock price on August 26, 2026. Higher exercise price options at $55.80 and $81.00 per share were cancelled and replaced with options at $5.38 per share.

Did the CSAI repriced options change vesting or expiration terms?

No. A footnote states that the repriced options retain the same vesting and expiration dates as the cancelled options. Another footnote explains prior vesting: 25% on the first anniversary of the grant date and the remainder in 36 substantially equal monthly installments.

What classes of CLOUDASTRUCTURE (CSAI) stock are underlying these options?

The options reported cover both Class B common stock and Class A common stock. Most transactions involve options on Class B common stock, with one pair of transactions involving options on Class A common stock.

Is the CSAI Form 4 transaction a buy or sell of common shares?

It is not a direct market buy or sell. The Form 4 reports derivative transactions: cancellations (dispositions to the issuer) of existing stock options and grants (acquisitions) of new stock options at a reduced exercise price of $5.38 per share.

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*
Bentley Sheldon Richard

(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)
DirectorX10% 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)$55.808/27/2026D52,778 (1)01/26/2032Class B common stock52,778(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A52,778 (3)01/26/2032Class B common stock52,778(2)52,778D
Stock Options (Right to Buy)$8108/27/2026D3,612 (1)06/05/2034Class B common stock3,612(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A3,612 (3)06/05/2034Class B common stock3,612(2)3,612D
Stock Options (Right to Buy)$8108/27/2026D51,945 (1)06/05/2034Class B common stock51,945(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A51,945 (3)06/05/2034Class B common stock51,945(2)51,945D
Stock Options (Right to Buy)$8108/27/2026D84 (1)01/02/2035Class A common stock84(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A84 (3)01/02/2035Class A common stock84(2)84D
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.
/s/ Greg Smitherman, as Attorney-in-Fact for Sheldon Richard Bentley08/31/2026
** 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)