Which CSAI share classes are covered by Greg Smitherman’s repriced options?

The repriced stock options held by Greg Smitherman cover both Class B common stock and a smaller tranche of Class A common stock, each replacing previously outstanding options on the same underlying share counts.

Cloudastructure CFO reprices options to $5.38

CLOUDASTRUCTURE, INC.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

CLOUDASTRUCTURE, INC. (CSAI) reported that Chief Financial Officer Greg Smitherman restructured several stock option awards on August 27, 2026. Existing options covering multiple tranches of Class A and Class B common stock were disposed of back to the issuer and replaced with new options for the same share amounts repriced to a $5.38 exercise price, while retaining the original vesting schedules and expiration dates.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Smitherman Greg

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to Buy) ^{F2, F1}	26,667	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	26,667	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	7,889	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	7,889	--	--
Disposition	Stock Options (Right to Buy) ^{F2, F1}	4,889	--	--
Grant/Award	Stock Options (Right to Buy) ^{F2, F3}	4,889	--	--
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) — 39,529 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

Repriced exercise price: $5.38 per share Cancelled option tranche: 26,667 options at $55.80 Cancelled option tranche: 7,889 options at $81.00 +2 more

5 metrics

Repriced exercise price $5.38 per share New exercise price for all repriced options, based on August 26, 2026 close

Cancelled option tranche 26,667 options at $55.80 Options to buy Class B common stock disposed of to issuer, expiring January 26, 2032

Cancelled option tranche 7,889 options at $81.00 Options to buy Class B common stock disposed of to issuer, expiring June 5, 2034

Cancelled option tranche 4,889 options at $81.00 Options to buy Class B common stock disposed of to issuer, expiring June 5, 2034

Cancelled option tranche 84 options at $81.00 Options to buy Class A common stock disposed of to issuer, expiring January 2, 2035

Key Terms

repricing, Disposition to issuer, Stock Options (Right to Buy), vesting, +1 more

5 terms

repricing financial

"report a repricing of the cancelled options reported above to the closing"

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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Stock Options (Right to Buy) financial

"security_title": "Stock Options (Right to Buy)""

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.

underlying security financial

"underlying_security_title": "Class B common stock""

FAQ

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

What insider transaction did CSAI report for CFO Greg Smitherman?

CFO Greg Smitherman disposed of several existing stock option grants back to CLOUDASTRUCTURE, INC. and received new stock options for the same number of shares, repriced to an exercise price of $5.38, with vesting schedules and expiration dates unchanged.

Did the CSAI Form 4 show a net increase or decrease in Greg Smitherman’s option shares?

The Form 4 shows no net change in option share counts for Greg Smitherman. Each group of options disposed of back to CLOUDASTRUCTURE, INC. was matched by a new option grant covering the same number of underlying shares.

What is the new exercise price of Greg Smitherman’s repriced CSAI options?

The repriced options for CFO Greg Smitherman carry an exercise price of $5.38 per share, which matches the disclosed closing stock price on August 26, 2026, while keeping their original vesting and expiration dates.

Were the vesting terms of Greg Smitherman’s CSAI options changed in this Form 4?

No. The filing states that the repriced options retain the same vesting terms as the cancelled options, which vested 25% on the first anniversary of the grant date and then in 36 substantially equal monthly installments thereafter.

Do the repriced CSAI options keep their original expiration dates?

Yes. The Form 4 notes that the repriced options keep the same expiration dates as the cancelled options, including options expiring on January 26, 2032, June 5, 2034, and January 2, 2035.

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 - 06:03 PM EDT Accepted by SEC EDGAR 08/31/2026 - 06:02 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^*

Smitherman Greg

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial 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			26,667	⁽¹⁾	01/26/2032	Class B common stock	26,667	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		26,667		⁽³⁾	01/26/2032	Class B common stock	26,667	⁽²⁾	26,667	D
Stock Options (Right to Buy)	$81	08/27/2026		D			7,889	⁽¹⁾	06/05/2034	Class B common stock	7,889	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		7,889		⁽³⁾	06/05/2034	Class B common stock	7,889	⁽²⁾	7,889	D
Stock Options (Right to Buy)	$81	08/27/2026		D			4,889	⁽¹⁾	06/05/2034	Class B common stock	4,889	⁽²⁾	0	D
Stock Options (Right to Buy)	$5.38	08/27/2026		A		4,889		⁽³⁾	06/05/2034	Class B common stock	4,889	⁽²⁾	4,889	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	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