Cloudastructure, Inc. Class A Common Stock FY 2026 Earnings Call

Good day everyone, welcome to the Cloudastructure annual meeting of stockholders. Now I'll turn the call over to your host, James McCormick, chair of the board of directors. Please go ahead, James. Thank you.

Good afternoon, everyone. I am James McCormick, chair of the board of directors of Cloudastructure, Inc. Welcome to the 2026 annual meeting, which is our second such meeting as a publicly held company. I now call the meeting to order. I'm pleased to report that in addition to myself, the following directors of the company are attending this meeting: Ruba Qashu, Jeff Kirby, and Craig Johnson. Greg Smitherman, our chief financial officer, has been appointed as the inspector of election for today's meeting. He will also serve as the secretary of the meeting. Mr. Smitherman has advised me that a quorum of stockholders is present at the meeting virtually or by proxy, I hereby declare the annual meeting of Cloudastructure, Inc. to be duly convened.

This meeting is being held pursuant to our notice of annual meeting dated June 2nd, 2026, which were made available with the company's 2025 annual report to stockholders of record as of the record date of May 18th, 2026. Before I review the proposals to be voted upon at this meeting, some helpful reminders about voting. If you have already submitted your proxy, you do not need to vote at today's meeting. Your shares will be voted in accordance with the instructions you provided in your proxy. If you are a stockholder of record as of the record date and have not yet submitted your vote, or if you want to change your vote, you may vote today by clicking on the Vote Here button on the annual meeting portal. Your identification and number of shares eligible to vote will automatically be recorded.

With that, the polls are now open. In the notice of this annual meeting, six issues were listed to be brought before stockholders for their action. I will briefly describe each, more details regarding each proposal are set forth in the proxy statement for this meeting. The first proposal is the election of Jeff Kirby, who has been nominated by the board to serve as a director for a three-year term expiring at the 2029 annual meeting of stockholders. No additional nominations for directors have been received. The second proposal calls for the ratification of the appointment of TAAD LLP or TAAD as the company's auditors for our fiscal year ending December 31st, 2026. The third proposal calls for approval of an amendment to our charter to reduce the number of shares of capital stock that we are authorized to issue.

The amendment would decrease the number of authorized shares of capital stock from 500,000,000 to 83,333,334 for the purpose of reducing our Delaware franchise tax obligations. The fourth proposal asks our stockholders to approve an amendment to our charter to provide our board with the authority, but not the obligation, to effect a reverse stock split of our outstanding Class A common stock and Class B common stock, referred to as the reverse stock split, at a ratio within the range from one for two to one for 200, with the exact ratio and timing, if at all, to be determined by our board in its sole discretion and to effect a proportionate reduction in the number of authorized shares of our capital stock. The fifth proposal calls for approving an amendment to the Cloudastructure, Inc.

amended and restated 2024 equity incentive plan to permit a one-time repricing of our stock options outstanding as of May 21st, 2026, and to authorize our board of directors or a committee thereof to implement such option repricing. The sixth and final proposal calls for stockholders to approve an adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the annual meeting to approve any of the proposals submitted for a stockholder vote. Based on the preliminary vote report, we do not expect to present the adjournment proposal for a vote today. No other proposals were properly submitted for consideration at this meeting. We will now pause for any additional votes to be recorded. Approximately 30 seconds. Okay. Now that everyone has had the opportunity to vote, I declare that the polls are now closed.

Will Mr. Smitherman please report the preliminary results of the voting, beginning with the first proposal for the election of the nominee named in the proxy statement? Our directors are elected by a plurality of votes, which means that the individual receiving the highest number of votes cast for their election will be elected as a director of the company.

Preliminary vote results indicate that the nominee named in the proxy statement has received sufficient votes for election.

Based on these preliminary results and subject to the final vote confirmation, I hereby declare the nominated candidate to be reelected as director. Please provide the preliminary results of the tabulation of votes for proposal two, regarding the ratification of the appointment of the company's auditors for fiscal year 2026. In order for this proposal to pass, at least a majority of the votes cast on this proposal must be voted in favor of the proposal.

Preliminary vote results indicate that proposal two has received sufficient votes for approval.

Based on these preliminary results, and subject to the final vote confirmation, I hereby declare the approval of ratification of the appointment of the company's auditors for fiscal 2026. Please provide the preliminary results of the tabulation of votes for proposal three to approve an amendment to the company's charter to reduce the number of shares of authorized capital stock. In order for this proposal to pass, at least a majority of the votes cast on this proposal must be voted in favor of the proposal. In addition, the holders of at least a majority of the outstanding Class B common stock and the holders of at least a majority of the outstanding Series Two preferred stock must vote to approve this proposal.

Preliminary vote results indicate that proposal three has not received sufficient votes for approval.

Based on these preliminary results and subject to the final vote confirmation, I hereby declare the disapproval of the proposal to reduce the number of shares of authorized capital stock as described in the proxy statement for this meeting. Please provide the preliminary results of tabulation of votes for proposal 4 to approve an amendment to the company's charter, authorizing the board to effect a reverse stock split and a proportionate reduction in the number of authorized shares of common stock. In order for this proposal to pass, at least a majority of the votes cast on this proposal must be voted in favor of the proposal. In addition, the holders of at least a majority of the outstanding Class B common stock must vote to approve this proposal.

Preliminary vote results indicate that proposal 4 has received sufficient votes for approval.

Based on these preliminary results and subject to the final vote confirmation, I hereby declare the approval of this proposal. Now, please provide the preliminary results of tabulation of votes for proposal 5 to approve an amendment to the Cloudastructure Inc., amended and restated 2024 equity incentive plan. In order for this proposal to pass, at least a majority of the votes cast on this proposal must be voted in favor of the proposal.

Preliminary vote results indicate that proposal 5 has received sufficient votes for approval.

Based on these preliminary results and subject to the final vote confirmation, I hereby declare the approval of the amendment to the Cloudastructure, Inc., amended and restated 2024 equity incentive plan. We appreciate the stockholders' participation in the voting on these proposals. A final report containing a formal tabulation of the shares voted will be filed with the minutes of the meeting, and the final vote results will be reported on a Form 8-K to be filed with the SEC within four business days after this meeting. Since there is no further business, I declare this meeting adjourned. Thank you for your attendance and your interest.

That concludes our meeting today.