Cloudastructure CEO reprices options to $5.38

Q: What is the new exercise price of the repriced CSAI options for the CEO?

The new exercise price of the repriced options is $5.38 per share, equal to the reported closing stock price on August 26, 2026. The repricing applies to options over both Class A and Class B common stock.

CLOUDASTRUCTURE, INC.

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Form Type

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) reported that Chief Executive Officer and director James Patrick McCormick entered into a stock option repricing on August 27, 2026. Previously granted options with exercise prices of $55.80 and $81.00 on both Class A and Class B common stock were cancelled and the same number of options were regranted at an exercise price of $5.38 per share. According to the footnotes, the repriced options retain the same vesting schedules and expiration dates as the cancelled options.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider McCormick James Patrick

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to Buy) ^{F2, F1}	834	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	834	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	5,556	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	5,556	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	44,734	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	44,734	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	11,187	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	11,187	--	--
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) — 62,395 contracts (Direct)

Footnotes (3)

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.
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.
F3. The repriced options retain the same vesting and expiration dates as the cancelled options.

Key Figures

Derivative transactions: 10 derivative transactions Acquisitions of options: 5 option grants/awards Dispositions of options: 5 option dispositions +4 more

7 metrics

Derivative transactions 10 derivative transactions Total derivative transaction count reported for August 27, 2026

Acquisitions of options 5 option grants/awards Grant, award, or other acquisition (code A) on August 27, 2026

Dispositions of options 5 option dispositions Dispositions to issuer (code D) on August 27, 2026

Repriced exercise price $5.38 per share New exercise price for repriced options, equal to closing price on August 26, 2026

Prior exercise price $55.80 per share Exercise price of one cancelled stock option grant

Prior higher exercise price $81.00 per share Exercise price of multiple cancelled stock option grants

Option expiration date November 18, 2034 Expiration date for certain Class A common stock options affected by the repricing

Key Terms

Stock Options (Right to Buy), Disposition to issuer, Grant, award, or other acquisition, repricing, +1 more

5 terms

Stock Options (Right to Buy) financial

"security_title: Stock Options (Right to Buy)"

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

repricing financial

"report a repricing of the cancelled options reported above"

Repricing is the act of changing the stated price associated with a financial instrument or contract, such as lowering the exercise price of employee stock options, adjusting the coupon or yield on a bond, or formally setting a new listed price for a security. It matters to investors because it alters the economic terms and potential value of holdings or claims—like changing the label on a product so buyers and sellers face a different cost or payoff.

vesting financial

"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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CSAI disclose about James Patrick McCormick's options on August 27, 2026?

CLOUDASTRUCTURE, INC. disclosed that CEO James Patrick McCormick cancelled several existing stock option grants and received new options for the same number of shares on August 27, 2026, as part of a repricing transaction.

What is the new exercise price of the repriced CSAI options for the CEO?

The new exercise price of the repriced options is $5.38 per share, equal to the reported closing stock price on August 26, 2026. The repricing applies to options over both Class A and Class B common stock.

What were the original exercise prices of the CSAI options that were cancelled?

The cancelled stock options held by the CEO had original exercise prices of $55.80 per share and $81.00 per share. These higher-priced options were disposed of to the issuer and replaced with options exercisable at $5.38 per share.

Does the CSAI option repricing change vesting or expiration terms for the CEO?

According to the footnotes, the repriced options retain the same vesting and expiration dates as the cancelled options. The options vest 25% on the first anniversary of the grant date and then in 36 substantially equal monthly installments.

How many derivative transactions were reported in this CSAI Form 4 filing?

The filing reports 10 derivative transactions in total, consisting of 5 dispositions of existing options to the issuer and 5 grants or awards of repriced options to the CEO.

Were any CSAI shares bought or sold on the open market in this Form 4?

No open-market purchases or sales were reported. All transactions involve dispositions of existing stock options to the issuer and grants of new repriced stock options, rather than trades of common shares in the market.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 08/31/2026 - 06:01 PM EDT Accepted by SEC EDGAR 08/31/2026 - 06:01 PM EDT

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).

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^*

McCormick James Patrick

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$55.8	08/27/2026		D			834	⁽¹⁾	01/26/2032	Class B common stock	834	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		834		⁽³⁾	01/26/2032	Class B common stock	834	⁽²⁾	834	D
Stock Options (Right to Buy)	$81	08/27/2026		D			5,556	⁽¹⁾	06/05/2034	Class B common stock	5,556	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		5,556		⁽³⁾	06/05/2034	Class B common stock	5,556	⁽²⁾	5,556	D
Stock Options (Right to Buy)	$81	08/27/2026		D			44,734	⁽¹⁾	11/18/2034	Class A common stock	44,734	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		44,734		⁽³⁾	11/18/2034	Class A common stock	44,734	⁽²⁾	44,734	D
Stock Options (Right to Buy)	$81	08/27/2026		D			11,187	⁽¹⁾	11/18/2034	Class A common stock	11,187	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		11,187		⁽³⁾	11/18/2034	Class A common stock	11,187	⁽²⁾	11,187	D
Stock Options (Right to Buy)	$81	08/27/2026		D			84	⁽¹⁾	01/02/2035	Class A common stock	84	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		84		⁽³⁾	01/02/2035	Class A common stock	84	⁽²⁾	84	D

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 James McCormick	08/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR