Cloudastructure, Inc.

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 21, 2026, the Board of Directors (the “Board”) of Cloudastructure, Inc. (the “Company”) adopted, subject to stockholder approval, an amendment (the “Amendment”) to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan (the “Plan”) to permit a one-time repricing of Company’s stock options outstanding as of May 21, 2026, and to authorize the Board (or a committee thereof) to implement such option repricing, subject to certain parameters and safeguards as set forth in the Amendment. The Amendment does not increase the number of shares available for issuance under the Plan. At the Company’s annual meeting of stockholders held on July 15, 2026 (the “Meeting”), the Company’s stockholders approved the Amendment. A summary of the Amendment is included under “Proposal 5: Approval of Amendment to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan to Permit a One-Time Repricing of Outstanding Stock Options” in, and a copy of the Amendment was attached as Appendix A to, the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (“SEC”) on June 2, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders. The annual meeting of the stockholders of the Company was held on July 15, 2026, at which the matters listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on June 2, 2026. The voting results are as follows: (1) The following nominee was elected to serve a three-year term on the Company’s Board of Directors by the following votes: Jeff Kirby For Against Abstain Broker Non-Votes ───────────────────────────────────────────────────────────── 5,306,003 0 952,654 5,471,865 (2) The appointment of TAAD LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified by the following votes: ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────── 11,283,846 385,371 61,305 N/A (3) The proposal to amend the Company’s Certificate of Incorporation to decrease its total number of the authorized shares of capital stock from 500,000,000 shares to 83,333,334 shares, consisting of 69,000,000 shares of Class A common stock, 13,333,334 shares of Class B common stock and 1,000,000 shares of preferred stock, was not approved. The votes cast were as follows: Class A Common Stock: For Against Abstain ──────────────────────────────────────────────────────────────────────── 1,183,221 66,759 10,972 Class B Common Stock: For Against Abstain 102,740 0 0 Series 2 Preferred Stock: For Against Abstain 0 1,312,580 0 2 (4) The proposal to amend the Company’s Certificate of Incorporation to effect a reverse stock split of its issued and outstanding shares of Class A and Class B common stock at a ratio ranging from 1-for-2 to 1-for-200, with the exact ratio and timing, if at all, to be determined by the Board of Directors in its sole discretion; and in connection with the reverse stock split, further authorize the Board of Directors to decrease the total number of authorized shares by a proportionate amount b... Class A Common Stock: For Against Abstain ────────────────────────────────────────────────────────────────────── 1,158,397 85,259 17,296 Class B Common Stock: For Against Abstain 102,740 0 0 Series 2 Preferred Stock: For Against Abstain 1,312,580 0 0 (5) The amendment to the Cloudastructure, Inc. Amended and Restated 2024 Equity Incentive Plan to permit a one-time repricing of outstanding stock options was approved by the following votes: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────── 3,807,535 2,148,149 302,973 5,471,865 (6) The proposal to adjourn the meeting, if necessary, to solicit additional proxies was approved by the following votes: For Against Abstain Broker Non-Votes ─────────────────────────────────────────────────────────────── 9,082,633 2,583,000 64,889 N/A