Cloudastructure Reprices 340,513 Stock Options to $4.97

What Happened
Cloudastructure, Inc. announced on Form 8-K that its Board approved a one-time repricing of certain outstanding stock options on August 27, 2026. The repricing (previously authorized by shareholders at the July 15, 2026 annual meeting) reduces the exercise price of eligible options to $4.97 per share (the Nasdaq closing price on August 26, 2026). About 340,513 shares of common stock are subject to the repriced options. Other material terms — including number of shares per option, original vesting schedules, and expiration dates — remain unchanged.

Key Details

• Board approval date: August 27, 2026; shareholder approval: July 15, 2026.
• Eligible options: all unexercised options granted under the 2024 Equity Incentive Plan or the 2024 Stock Option Plan outstanding as of May 21, 2026, whose exercise price exceeded the fair market value on August 26, 2026.
• Total shares affected: ~340,513 shares. New exercise price for all eligible options: $4.97 per share.
• Named executives affected (two grant groups shown per officer):
  • CEO James McCormick: 834 options at $55.80 and 61,561 at $81.00.
  • CFO Greg Smitherman: 26,667 options at $55.80 and 12,862 at $81.00.
  • CTO Gregory Rayzman: 23,056 options at $55.80 and 15,641 at $81.00.

Why It Matters
Repricing restores economic value to existing option holders by lowering exercise prices to current market levels, which can help retain employees and executives. For investors, repriced options could increase the likelihood of future exercise and thus potential dilution of outstanding shares if and when exercised; however, vesting schedules and expirations were not changed. This filing discloses a compensatory arrangement under Item 5.02 and provides specific counts and prices so investors can gauge the scale and executive exposure.