[144] C3.ai, Inc. SEC Filing

Rhea-AI Filing Summary

C3.ai (AI) reported a Form 144 notice indicating proposed Rule 144 sales of 114,000 Class A common shares through J.P. Morgan Securities on the NYSE with an aggregate market value of $1,975,620 and an approximate sale date of 09/02/2025. The securities were largely acquired via RSU vesting on 09/01/2025 (17,700 and 96,300 shares). The filing also discloses significant insider sales in the prior three months by Thomas M. Siebel and the Siebel Living Trust, including multiple transactions totaling over 2.3 million shares and gross proceeds exceeding $57 million. The filer certifies no undisclosed material adverse information and complies with Rule 144 notice requirements.

Positive

• Transparent disclosure of proposed sale and recent insider transactions consistent with Rule 144 requirements
• Major sales quantified with explicit share counts and gross proceeds, aiding investor assessment

Negative

• Large insider sell-off in the prior three months (over 2.3 million shares) which could increase float and create selling pressure
• Proposed sale of 114,000 shares at market value of $1,975,620 may signal continued insider monetization

Insights

Securities Analyst

TL;DR: Large recent insider sales and a new proposed sale are material for liquidity and potential supply pressure, but not definitive of fundamentals.

The Form 144 shows a proposed 114,000-share sale and prior insider dispositions exceeding two million shares in the past three months with gross proceeds above $57 million. From a market-impact perspective, concentrated insider selling of this magnitude can increase available float and add downward pressure on the stock near sale execution dates. However, the filing states the shares to be sold were acquired through RSU vesting, indicating these are compensation-related liquidity events rather than direct operating issues. Investors should note that a Rule 144 notice documents intent to sell under safe-harbor conditions; it does not guarantee execution timing or price.

Corporate Governance Expert

TL;DR: The disclosures appear procedurally compliant; recent trust and insider sales merit governance attention but are routine liquidity events.

The filing complies with Rule 144 disclosure rules and includes aggregation of sales by an individual and an affiliated trust. Significant three-month sales by the Siebel Living Trust and Thomas M. Siebel are transparent and quantified, which supports board-level transparency obligations. While sizable, the pattern reflects monetization of large holdings rather than evidence in this document of governance or regulatory issues. The representation that no material non-public information exists is explicitly made, aligning with customary certification practices for such notices.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017	114000	1975620	130885934	09/02/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	09/01/2025	RSU Vest	Issuer			17700	09/01/2025	NA
Class A Common Stock	09/01/2025	RSU Vest	Issuer			96300	09/01/2025	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Thomas M. Siebel 1400 SEAPORT BLVD REDWOOD CITY CA 94063	Class A Common Stock	06/02/2025	17000	447127
Thomas M. Siebel 1400 SEAPORT BLVD REDWOOD CITY CA 94063	Class A Common Stock	08/04/2025	336000	7649813
Siebel Living Trust 1400 SEAPORT BLVD REDWOOD CITY CA 94063	Class A Common Stock	06/11/2025	601498	15051826
Siebel Living Trust 1400 SEAPORT BLVD REDWOOD CITY CA 94063	Class A Common Stock	07/18/2025	589468	16845993
Siebel Living Trust 1400 SEAPORT BLVD REDWOOD CITY CA 94063	Class A Common Stock	08/12/2025	577678	9694361

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for C3.ai (AI) disclose?

The Form 144 discloses a proposed sale of 114,000 Class A shares via J.P. Morgan (NYSE) valued at $1,975,620, and prior insider sales totaling over 2.3 million shares with gross proceeds above $57 million.

Who is selling shares according to the filing?

The filing lists shares to be sold for the account of insiders including Thomas M. Siebel and the Siebel Living Trust, and indicates recently vested RSUs as the source of the proposed sale.

When were the shares to be sold acquired?

The securities to be sold were acquired through RSU vesting on 09/01/2025 (17,700 and 96,300 shares reported).

How much did insiders sell in the past three months?

Reported sales in the past three months include transactions such as 336,000 shares for $7,649,813 and multiple trust sales (e.g., 601,498 and 589,468 shares) with gross proceeds running into the tens of millions, aggregating over 2.3 million shares.

Does the filing indicate any undisclosed material information?

By signing the notice the filer represents that they do not know any material adverse information about the issuer that has not been publicly disclosed.