[8-K] C3.ai, Inc. Reports Material Event

Rhea-AI Filing Summary

On 21 Jul 2025 C3.ai (NYSE: AI) filed an 8-K stating that founder, CEO and Chairman Thomas M. Siebel and the Board have begun a formal search for a new Chief Executive Officer. An internationally recognised search firm has been retained and a Board-led committee will oversee the process. When a successor is selected, Siebel will become Executive Chairman with a focus on strategy, product innovation, strategic partners and customer relationships.

The filing contains no financial results, guidance or compensation details. A press release and blog post (Exhibits 99.1 & 99.2) elaborate on the transition but are furnished, not filed, thereby limiting Exchange Act liability. Although the change appears orderly, Siebel’s pivotal role in vision and sales execution makes the pending succession material to future execution risk; immediate operational or financial impacts are not disclosed.

Insights

Corporate Governance Expert

TL;DR: Founder-led CEO search is orderly but raises succession risk until successor named.

Governance best practice supports proactive succession planning, and retaining Siebel as Executive Chairman should preserve strategic continuity. However, investors must assess whether the eventual CEO brings similar industry stature and customer relationships. The absence of timeline or compensation terms limits visibility. Overall impact is neutral until the market evaluates the new leader’s credentials.

Portfolio Manager

TL;DR: Transition adds near-term uncertainty; long-term effect depends on incoming CEO quality.

Siebel’s visionary leadership has been central to AI’s growth narrative. A search suggests planned hand-off rather than emergency exit, mitigating downside. Yet, until clarity on successor arrives, multiples may compress due to perceived execution risk. I would monitor customer churn, pipeline conversion and product roadmap updates during the interim period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

C3.AI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

1400 Seaport Blvd

Redwood City, CA

(Address of Principal Executive Offices)

001-39744

(Commission File Number)

26-3999357

(IRS Employer Identification No.)

94063

(Zip Code)

(650) 503-2200

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

AI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2025, Thomas M. Siebel, Chief Executive Officer and Chairman of the Board of Directors of C3.ai, Inc. (the “Company”), and the Board of Directors of the Company (the “Board”) decided to initiate a search for a new Chief Executive Officer. The Company has engaged an internationally renowned search firm to conduct a formal search process to identify a new Chief Executive Officer under the direction of a search committee consisting of members of the Board and the Company’s management team.

When a successor is identified, Mr. Siebel will continue in the role of Executive Chairman focusing on strategy, product innovation, strategic partners and customer relationships.

Item 7.01    Regulation FD Disclosure.

On July 24, 2025, the Company issued a press release and blog post announcing the foregoing. Copies of the press release and blog post are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release dated July 24, 2025.
99.2						Blog Post dated July 24, 2025.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			C3.ai, Inc.
Dated: July 24, 2025
			By:			/s/ Thomas M. Siebel
						Thomas M. Siebel
						Chief Executive Officer and Chairman of the Board of Directors

FAQ

Why did C3.ai (AI) file this 8-K?

To disclose that the Board and CEO Thomas M. Siebel have initiated a search for a new Chief Executive Officer.

Will Thomas Siebel leave C3.ai entirely?

No. After a new CEO is appointed, Siebel will become Executive Chairman focusing on strategy and key relationships.

Did the filing include any financial results or guidance?

No financial metrics, earnings data or forward guidance were provided in this 8-K.

Are the press release and blog post considered filed with the SEC?

No. They are furnished under Item 7.01, meaning they are not subject to Section 18 liability unless later incorporated by reference.

What is the potential impact on C3.ai's stock?

Leadership transitions can create short-term volatility; the long-term impact depends on the qualifications of the incoming CEO.