C3.Ai, Inc. SEC Filings

C3.ai, Inc. announced that on September 14, 2025 its Board unanimously adopted the C3.ai, Inc. 2025 Inducement Plan, authorizing equity-based inducement awards to recruit and retain new employees. The plan reserves 5,000,000 shares of Class A common stock for non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. Grants under the plan are limited to new hires who meet NYSE "employment inducement" standards and require approval by independent directors or a wholly independent Compensation Committee. The plan was adopted without stockholder approval pursuant to NYSE rules and is incorporated by reference to the Form S-8 Exhibit 99.1.

Stephen Bradley Ehikian, Chief Executive Officer of C3.ai (AI), received equity awards on 09/15/2025 consisting of 1,140,902 RSUs and a stock option for 1,282,139 shares with a $17.53 exercise price. The RSUs convert to one share each on settlement; 399,316 RSUs vest on December 30, 2025 and the remainder vest in 11 equal quarterly installments thereafter provided continued service. The option vests 5% on December 15, 2025 and 5% quarterly thereafter and expires on September 14, 2035. The reported beneficial ownership figures after the transactions are 1,140,902 shares for RSUs and 1,282,139 underlying shares for the option. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

C3.ai CFO Hitesh Lath reported multiple equity award settlements and an automated sell-to-cover tax withholding. On 09/15/2025 the reporting person had 8,007, 1,000 and 80,000 restricted stock units (RSUs) converted to Class A common stock and/or otherwise recorded as acquired, and also purchased 810 shares through the employee stock purchase plan on 09/15/2025. On 09/16/2025 the issuer automatically withheld and sold 46,881 shares to satisfy tax-withholding obligations at a weighted-average price of $16.99 per share (sales ranged $16.92–$17.12). Following the reported transactions the reporting person beneficially owned 209,154 shares of Class A common stock.

Thomas M. Siebel, reporting as Executive Chairman, disclosed the sale of 566,125 shares of C3.ai, Inc. (AI) on 09/16/2025 under a previously established Rule 10b5-1 trading plan dated 09/20/2024. The weighted-average price for the shares sold was $17.23, with individual sale prices ranging from $16.93 to $17.58. After the reported sale, the filing shows Mr. Siebel beneficially owns 2,510,102 shares of Class A common stock indirectly through trusts and investment entities and additional smaller indirect holdings totaling 1,489,320 shares across other entities.

The filing was signed by an attorney-in-fact on 09/17/2025. The disclosure identifies the ownership vehicles: The Siebel Living Trust, First Virtual Holdings, Siebel Asset Management entities, and The Siebel 2011 Irrevocable Children's Trust.

C3.ai, Inc. Form 144 filing (ticker: AI) reports a proposed sale of 46,881 common shares through Merrill Lynch on the NYSE with an aggregate market value of $796,292.03. The filing lists 134,349,704 shares outstanding for the issuer and an approximate sale date of 09/16/2025. The securities to be sold were recorded as acquired on 09/15/2025 through a restricted stock unit vest event totaling 89,007 shares, with payment noted on 09/16/2025. The filing also discloses prior sales by the same person: 17,689 common shares sold on 06/27/2025 with gross proceeds of $441,558.46. The notice includes the standard representation that the seller does not possess undisclosed material adverse information.

Thomas M. Siebel, Executive Chairman of C3.ai (AI), reported changes in his beneficial ownership tied to restricted stock units (RSUs) and a small open-market sale. A grant of 179,119 RSUs was recorded as acquired on 09/11/2025; each RSU converts to one Class A share upon settlement. The RSUs vest in installments (one-third at the first vesting date and then quarterly at one‑twelfth thereafter). The reporting person had 179,119 direct shares after the RSU grant, sold 92,000 shares at a weighted-average price of $16.33 to satisfy tax withholding, leaving 87,119 direct shares. The filing also discloses substantial indirect holdings across trusts and affiliated entities totaling multiple million Class A shares.

C3.ai, Inc. filed an S-8 registration for an employee benefit plan and incorporates by reference prior Exchange Act filings and its 2021 annual report exhibit describing Class A common stock. The filing states that subsequent Exchange Act reports will be deemed incorporated by reference while the registration statement remains effective. The company’s certificate of incorporation includes a Delaware limitation of director liability under Section 102(b)(7). C3.ai has entered into indemnification agreements covering directors and officers to the fullest extent permitted by law and maintains insurance policies that cover liabilities under the Securities Act and the Exchange Act. Several routine items are noted as not applicable.

C3.ai, Inc. (AI) filed a Form 3 reporting initial beneficial ownership information for Stephen Bradley Ehikian, who is identified as the company's Chief Executive Officer and a director. The filing lists the event date as 09/01/2025 and states that no securities are beneficially owned by the reporting person. The form is signed by an attorney‑in‑fact, Andrew Thomases, dated 09/11/2025. The filing otherwise contains no holdings, derivative positions, or additional transaction details.

C3.ai appointed Stephen Ehikian as Chief Executive Officer effective September 1, 2025. The Board named Mr. Ehikian after entering an employment letter dated August 29, 2025, under which he will receive a $1,000,000 base salary and a target annual discretionary bonus of $1,000,000 (with upside to $2,000,000). The target bonus is guaranteed for the first year and paid quarterly if he remains an active full-time employee. As inducements, the Company will grant RSUs with an approximate grant date value of $20,000,000 and stock options with an approximate grant date value of $15,000,000, subject to Board or Compensation Committee approval. A portion of the RSUs equal to about $7,000,000 (the Contingent Portion) will vest on December 30, 2025, with the remainder vesting in eleven equal quarterly installments thereafter. The option grant vests 5% after three months and 5% quarterly thereafter. If Mr. Ehikian voluntarily resigns or is terminated for cause within 24 months after his start and the Contingent Portion has vested, he must repay the fair market value of that Contingent Portion as of December 30, 2025. Thomas M. Siebel will remain Executive Chairman. A press release dated September 3, 2025, was furnished as Exhibit 99.1.