C3 AI Announces New Employee Inducement Grant

Key Terms

restricted stock unit financial

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

employment inducement award exemption regulatory

A regulatory allowance that lets a public company grant stock-based compensation to a newly hired employee without prior shareholder approval, subject to size and timing limits and disclosure requirements. It matters to investors because these one-time awards dilute existing shares and change executive incentives, and the rules and disclosures ensure transparency about how much equity can be issued for recruiting or retaining key personnel. Think of it as an emergency hiring budget for equity rather than cash.

double-trigger acceleration regulatory

A contractual feature in employee equity plans that speeds up the vesting of stock awards only when two specific events happen, most commonly a change of company control (like a sale or merger) and a qualifying termination of employment (such as being fired without cause). It matters to investors because it can change how much equity converts or becomes payable in a deal — like a safety net that frees up shares only if both conditions occur — affecting takeover costs, share dilution, and employee incentives around transactions.

constructive termination regulatory

An employee's claim that they were effectively forced to quit because an employer made working conditions intolerable or materially changed terms of employment, rather than being formally fired. Like walking out because your job was suddenly moved, demoted, or made hostile, it can trigger legal claims, severance obligations, and public scrutiny. Investors watch for constructive termination because it may signal management disputes, potential litigation costs, or governance and succession issues that affect company value.

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REDWOOD CITY, Calif.--(BUSINESS WIRE)-- C3 AI (“C3.ai, Inc.” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced that it granted an equity award under its 2025 Inducement Plan (the “Inducement Plan”) to Tom MacMitchell, the Company’s Senior Vice President and General Counsel, who recently joined the Company.

Effective July 30, 2026, C3 AI’s Compensation Committee of the Board of Directors approved a restricted stock unit award covering 826,901 shares of C3 AI's Class A common stock (the “RSU Award”). Such award was granted as a material inducement in accordance with the employment inducement award exemption under the NYSE Listed Company Manual Section 303A.08.

The RSU Award will vest over a five-year term in accordance with the following schedule: subject to continued service, 165,380 RSUs will vest on the date twelve months following the July 27, 2026, vesting commencement date, with the remaining RSUs vesting in equal quarterly installments thereafter until the award is fully vested. Further, the RSU Award is subject to double-trigger acceleration: if a corporate transaction or change in control of the Company occurs during his employment and, within 36 months thereafter, he resigns for constructive termination or is terminated other than for cause, death or disability, any unvested portion of the award will accelerate in full, subject to his satisfaction of certain severance conditions, including a release of claims.

The RSU Award is subject to the terms and conditions of the Inducement Plan and the terms and conditions of a restricted stock unit award agreement covering the award.

About C3 AI

C3 AI is the Enterprise AI application software company. C3 AI delivers a family of fully integrated products including the C3 Agentic AI Platform, an end-to-end platform for developing, deploying, and operating enterprise AI applications, C3 AI applications, a portfolio of industry-specific SaaS enterprise AI applications that enable the digital transformation of organizations globally, and C3 Generative AI, a suite of domain-specific generative AI offerings for the enterprise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260804361676/en/

C3 AI Public Relations
Axicom
Mindy Nelson
830-214-4823
pr@c3.ai

Investor Relations
ir@c3.ai

Source: C3.ai