[144] C3.ai, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of the proposed sale under Rule 144 including broker, share count, and market value
• Records prior sale (17,689 shares on 06/27/2025 for $441,558.46), improving transaction traceability
• Includes attestation that the seller does not possess undisclosed material adverse information

Negative

• Insider selling of vested restricted stock units: proposed sale of 46,881 shares valued at $796,292.03
• Filing lacks any disclosure of a trading plan adoption date or additional context for the timing of the sale

Insights

Securities Analyst

TL;DR: Insider plans to sell vested RSUs totaling 46,881 shares (~$0.8M) via Merrill Lynch; prior sale of 17,689 shares was disclosed.

The filing is a routine Rule 144 notice showing disposition of shares that vested as restricted stock units on 09/15/2025 with an intended sale on 09/16/2025. The transaction uses a major broker and is recorded against the issuer's publicly reported share count. Disclosure of a prior sale on 06/27/2025 improves transparency. From a market-impact perspective, the sizes disclosed are small relative to the total shares outstanding noted in the filing; therefore the filing appears to be procedural compliance rather than an indicator of a company-level event.

Corporate Governance Expert

TL;DR: The notice documents insider selling of vested RSUs and includes the required legal attestation; no undisclosed material facts asserted.

The form contains the required attestation that the seller lacks undisclosed material adverse information and references potential Rule 10b5-1 plan mechanics in the remarks. The record of both the vesting date and the broker facilitates investor scrutiny. The filing does not provide details on any trading plan adoption date or additional governance context, so it remains a compliance disclosure without broader governance implications stated in the document.

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
Common	Merrill Lynch 520 Newport Center Drive Floor 20 Newport Beach CA 92660	46881	796292.03	134349704	09/16/2025	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 *
Common	09/15/2025	Restricted Stock Unit Vest	C3.AI			89007	09/16/2025	N/A

* 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
Hitesh Lath 1400 Seaport BLVD. Redwood City CA 94063	Common	06/27/2025	17689	441558.46

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 for C3.ai (AI) disclose?

The filing discloses a proposed sale of 46,881 common shares via Merrill Lynch on the NYSE with aggregate value of $796,292.03 and an approximate sale date of 09/16/2025.

How were the shares being sold acquired according to the filing?

The securities were recorded as acquired on 09/15/2025 via a restricted stock unit vest event totaling 89,007 shares, with payment noted on 09/16/2025.

Did the filer sell shares recently prior to this notice?

Yes. The filing reports a prior sale of 17,689 common shares on 06/27/2025 generating gross proceeds of $441,558.46.

Which broker and exchange are being used for the proposed sale?

The broker listed is Merrill Lynch (520 Newport Center Drive, Newport Beach, CA) and the named exchange is the NYSE.

What statement does the seller make about material information?

By signing, the seller represents they do not know of any material adverse information regarding the issuer that has not been publicly disclosed.