STOCK TITAN

Cloudastructure (CSAI) director swaps options up to $135 strike for $5.38

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) reported that director Craig K. Johnson adjusted several option awards on August 27, 2026 through an option repricing. Existing “Stock Options (Right to Buy)” were disposed of back to the issuer and an equal number of replacement options were granted.

The cancelled options included 834 options for Class B common stock with a $55.80 exercise price expiring January 26, 2032; 6,667 options for Class A common stock at $135.00 expiring May 1, 2035; and 3,334 options for Class A common stock at $19.80 expiring March 2, 2036. Footnotes state this Form 4 reports a repricing of those cancelled options to the closing stock price of $5.38 on August 26, 2026. Replacement options for the same share amounts and expiration dates were granted at the new $5.38 exercise price, retaining the same vesting schedules.

Positive

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Negative

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Insider Johnson Craig K
Role Director
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 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) — 10,835 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 two-year period.
Cancelled options (Class B common) 834 options at $55.80 exercise price Disposed to issuer on August 27, 2026; expiration January 26, 2032
Cancelled options (Class A common) 6,667 options at $135.00 exercise price Disposed to issuer on August 27, 2026; expiration May 1, 2035
Cancelled options (Class A common) 3,334 options at $19.80 exercise price Disposed to issuer on August 27, 2026; expiration March 2, 2036
Repriced exercise price $5.38 per share Closing stock price on August 26, 2026 used for repricing
Replacement options at $5.38 834, 6,667 and 3,334 options Granted on August 27, 2026 with same expiration dates as cancelled options
repricing financial
"This Form 4 is being filed to report a repricing of the cancelled options"
Stock Options (Right to Buy) financial
"security_title: Stock Options (Right to Buy)"
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.
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.
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 Craig K. Johnson?

CLOUDASTRUCTURE, INC. reported that director Craig K. Johnson cancelled several existing stock option grants and received replacement options for the same number of shares on August 27, 2026, as part of an option repricing to an exercise price of $5.38.

Which CSAI options were cancelled in this Form 4 filing?

The cancelled options were 834 options for Class B common stock at $55.80 expiring January 26, 2032; 6,667 options for Class A common stock at $135.00 expiring May 1, 2035; and 3,334 options for Class A common stock at $19.80 expiring March 2, 2036.

What new exercise price did CSAI use for the repriced options?

The repriced options were set to an exercise price of $5.38 per share, which the company notes was the closing stock price on August 26, 2026. Replacement options were granted for the same share amounts and expiration dates at this new price.

Did the CSAI option repricing change vesting or expiration terms?

No. Footnotes state the repriced options retain the same vesting and expiration dates as the cancelled options. One set vested 25% after one year and monthly over 36 months, while another set vests over a two-year period.

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

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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*
Johnson Craig K

(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)$55.808/27/2026D834 (1)01/26/2032Class B common stock834(2)0D
Stock Options (Right to Buy)$5.3808/27/2026A834 (3)01/26/2032Class B common stock834(2)834D
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 two-year period.
/s/ Greg Smitherman, as Attorney-in-Fact for Craig K. Johnson08/31/2026
** 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)