Business Context and Reporting Period
Company: Cloudastructure, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 27, 2026
Event: Approval of a one-time repricing of certain outstanding stock options (Item 5.02). The Board of Directors approved this action on August 27, 2026, following prior authorization by stockholders at the Annual Meeting on July 15, 2026.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a compensatory arrangement regarding equity options.
Material Changes and Option Repricing Details
The Company repriced eligible unexercised stock options granted under the 2024 Equity Incentive Plan or the 2024 Stock Option Plan. Eligibility required options to be outstanding as of May 21, 2026, with an exercise price exceeding the Fair Market Value on August 26, 2026.
- Total Shares Repriced: Approximately 340,513 shares.
- New Exercise Price: Reduced to $4.97 per share (closing price on August 26, 2026).
- Unchanged Terms: Number of shares, vesting schedules, and expiration dates remain the same.
Named Executive Officer (NEO) Option Details
| Named Executive Officer | Number of Options | Original Exercise Price |
|---|---|---|
| James McCormick (CEO) | 834 | $55.80 |
| James McCormick (CEO) | 61,561 | $81.00 |
| Greg Smitherman (CFO) | 26,667 | $55.80 |
| Greg Smitherman (CFO) | 12,862 | $81.00 |
| Gregory Rayzman (CTO) | 23,056 | $55.80 |
| Gregory Rayzman (CTO) | 15,641 | $81.00 |
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed is the dilution impact and accounting implications associated with the reduction of exercise prices for approximately 340,513 shares.
Investor Verification Checklist
- Verify the impact of the option repricing on the Company's diluted earnings per share (EPS) and stock-based compensation expense in future financial statements.
- Confirm the total number of shares subject to the repricing (approx. 340,513) against the Company's total authorized share count to assess dilution.
- Review the 2026 Annual Meeting proxy statement to confirm the specific terms of the stockholder authorization granted on July 15, 2026.
- Monitor the Company's stock price relative to the new $4.97 exercise price to determine the immediate intrinsic value created for option holders.