CLOUDASTRUCTURE, INC.

DEF 14A 1 cloud_def14a.htm FORM DEF 14A

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of the Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Proxy Statement and Notice of 2026

Annual Meeting of Stockholders

3000 El Camino Real, Bldg 4, Ste 200

Palo Alto, California 94306

June 2, 2026

Dear Stockholders,

It is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of Cloudastructure, Inc. at 1:00 p.m., Pacific time, on Wednesday, July 15, 2026. We will be conducting our Annual Meeting of Stockholders by means of remote communication via the Internet. To attend the meeting, please log on to the Internet atwww.virtualshareholdermeeting.com/CSAI2026. At this site, you will be able to vote electronically. You will need the 16-digit control number included with these proxy materials to vote or submit questions during the meeting.

We are providing proxy materials to our stockholders primarily through the Internet. We are pleased to use this process, which allows our stockholders to receive proxy materials in an expedited manner, while significantly lowering the costs of conducting our Annual Meeting. On or about June 2, 2026, we mailed to our stockholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the information contained in this proxy statement and the annual report, and it provides you with information on voting. The proxy materials available online include this proxy statement and our 2025 annual report, which summarizes Cloudastructure’s 2025 results and includes our 2025 audited financial statements.

Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted as you desire.

Sincerely,

James McCormick

Chief Executive Officer

i

PROXY STATEMENT