Cloudastructure, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Compensatory Arrangements of Certain Officers. On August 27, 2026, the Board of Directors (the “Board”) of Cloudastructure, Inc., a Delaware corporation (the “Company”), approved a one-time repricing (the “Option Repricing”) of certain outstanding stock options to purchase shares of the Company’s common stock (the “Eligible Options”) granted under either the Company’s Amended and Restated 2024 Equity Incentive Plan (the “Plan”) or the Company’s 2024 Stock Option Plan (the “Original Plan”). The Option Repricing was previously authorized by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders held on July 15, 2026. The Option Repricing applies to all unexercised stock options granted under the Plan or the Original Plan that were outstanding as of May 21, 2026, and that had an exercise price per share that exceeded the Fair Market Value (as defined in the Plan) of a share of stock on August 26, 2026. As a result, a total of approximately 340,513 shares of the Company’s common stock are subject to Eligible Options that were repriced. Pursuant to the Option Repricing, the exercise price of each Eligible Option has been reduced to $4.97 per share, the closing price of the Company’s common stock on the Nasdaq Stock Market on August 26, 2026. Other than the reduction in exercise price, the material terms of the Eligible Options, including the number of shares subject to each option and the original vesting schedule and expiration dates, remain unchanged. The following table sets forth information regarding the Eligible Options held by the Company’s named executive officers that were repriced in the Option Repricing: Named Executive Officer No. of Options Original Exercise Price ──────────────────────────────────────────────────────────────────────────── James McCormick (CEO) 834 $55.80 61,561 $81.00 Greg Smitherman (CFO) 26,667 $55.80 12,862 $81.00 Gregory Rayzman (CTO) 23,056 $55.80 15,641 $81.00