C3 AI (NYSE: AI) founder resumes CEO role as 2026 losses reach $498.5M

Rhea-AI Filing Summary

C3.ai, Inc. reported preliminary results for its fourth quarter and full fiscal year 2026 and announced a major leadership change. Company founder Thomas M. Siebel resumed the role of Chief Executive Officer and continues as Chairman, while former CEO Stephen Ehikian now serves as President reporting to Siebel.

For Q4, C3 AI posted preliminary revenue of $51.6 million, within its guidance range. GAAP loss from operations was $121.2 million, while non-GAAP loss from operations was $54.4 million, reflecting adjustments for stock-based compensation and $10.8 million in restructuring charges. For fiscal 2026, GAAP loss from operations was $498.5 million and non-GAAP loss from operations was $217.8 million.

The company ended the year with $575.4 million in cash, cash equivalents, and investments. Management highlighted a restructuring plan targeting about $135 million in annualized non-GAAP cost savings and reduced cash burn, with workforce actions largely complete and most non-employee savings expected in the second half of fiscal 2027.

Insights

Software & AI sector equity analyst

Founder's CEO return coincides with heavy losses but sizable cost-cut plan.

C3 AI combines a leadership reset with sizable ongoing losses and early restructuring benefits. Founder Thomas Siebel resuming the CEO role may signal renewed focus on execution while preserving continuity, as former CEO Stephen Ehikian remains President and key operator.

Financially, Q4 revenue of $51.6M landed within guidance, but GAAP operating losses remain substantial at $121.2M for Q4 and $498.5M for fiscal 2026. Non-GAAP operating losses of $54.4M for Q4 and $217.8M for the year exclude $10.8M of restructuring charges and significant stock-based compensation.

The restructuring plan is designed to deliver about $135M in annualized non-GAAP cost savings and similar cash-burn reduction, with most non-employee savings expected in the back half of fiscal 2027. With $575.4M in cash and investments, the company has a liquidity cushion as it pursues its path toward non-GAAP profitability and the operating leverage management emphasizes.

8-K Event Classification

3 items: 2.02, 5.02, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q4 2026 revenue: $51.6 million Q4 GAAP operating loss: $121.2 million Q4 non-GAAP operating loss: $54.4 million +5 more

8 metrics

Q4 2026 revenue $51.6 million Preliminary fourth quarter fiscal 2026 revenue within guidance range

Q4 GAAP operating loss $121.2 million Loss from operations on a GAAP basis for quarter ended April 30, 2026

Q4 non-GAAP operating loss $54.4 million Non-GAAP loss from operations for quarter ended April 30, 2026

FY 2026 GAAP operating loss $498.5 million Loss from operations on a GAAP basis for fiscal year 2026

FY 2026 non-GAAP operating loss $217.8 million Non-GAAP loss from operations for fiscal year ended April 30, 2026

Restructuring charges $10.8 million Pre-tax restructuring expenses tied to operational efficiency plan

Target annual cost savings $135 million Planned annualized non-GAAP cost savings from restructuring

Year-end cash and investments $575.4 million Cash, cash equivalents, and investments at end of fiscal 2026

Key Terms

Non-GAAP loss from operations, restructuring charges, Initial Production Deployments (IPDs), WARN Act, +2 more

6 terms

Non-GAAP loss from operations financial

"Loss from operations on a non-GAAP basis | | $ | (54.4 | )"

restructuring charges financial

"Restructuring charges | | | 10.8 | | | | — |"

Restructuring charges are costs that a company pays when it changes how it operates, like closing factories or laying off employees. These expenses are often one-time and happen to help the company become more efficient in the long run. They matter because they can affect the company's profits and how investors see its future prospects.

Initial Production Deployments (IPDs) financial

"signed 28 agreements, including nine new Initial Production Deployments (IPDs) and seven IPD conversions"

WARN Act regulatory

"including severance, stock-based compensation, payments under the WARN Act, and other benefits"

A U.S. labor law that requires employers to give advance notice—typically 60 days—to employees, local officials and unions before large layoffs or facility closures. It functions like a warning light, giving the public and affected parties time to prepare for major workforce reductions. For investors, WARN notices flag potential costs, operational disruption and reputational or regulatory risks that can affect a company’s near-term finances and outlook.

Enterprise AI technical

"C3 AI is the Enterprise AI application software company."

Enterprise AI is the use of advanced computer algorithms and machine learning across a company’s operations to automate tasks, analyze large amounts of data, and improve decisions—think of it as a smart assistant that learns from a business’s own information. It matters to investors because successful adoption can boost revenue, cut costs, and create competitive advantages that affect margins and growth potential, while failed or costly rollouts can become a financial drag.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Earnings Snapshot

Q4 2026 revenue: $51.6 million

Q4 and fiscal year 2026

Q4 2026 revenue $51.6 million

Q4 2026 GAAP loss from operations $121.2 million

Q4 2026 non-GAAP loss from operations $54.4 million

FY 2026 GAAP loss from operations $498.5 million

FY 2026 non-GAAP loss from operations $217.8 million

Understanding 8-K Material Events →

false 0001577526 0001577526 2026-05-08 2026-05-08

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): May 8, 2026

C3.AI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39744		26-3999357
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1400 Seaport Blvd Redwood City, CA		94063
(Address of Principal Executive Offices)		(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 2.02 Results of Operations and Financial Condition.

On May 12, 2026, C3.ai, Inc. (the “Company”) issued a press release announcing certain preliminary results for the Company’s fiscal fourth quarter and full fiscal year ended April 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

The Board of Directors (the “Board”) of the Company unanimously appointed Thomas M. Siebel as the Company’s Chief Executive Officer and Chairman of the Board, effective May 8, 2026. Stephen Ehikian, who had been serving as the Company’s Chief Executive Officer since September 2025, will serve as the Company’s President effective as of May 8, 2026.

Mr. Siebel, 73, is the founder of the Company and has served as Executive Chairman since September 2025. Prior to that he served as the Chairman of our Board since January 2009, and as our Chief Executive Officer since July 2011 until his appointment as Executive Chairman. Prior to founding the Company, Mr. Siebel founded and served as the Chief Executive Officer of Siebel Systems, a global CRM software company. Siebel Systems merged with Oracle Corporation in January 2006. Mr. Siebel served in various leadership positions with Oracle Corporation from January 1984 to September 1990. Mr. Siebel was elected to the National Academy of Engineering in January 2026. He was elected a member of the American Academy of Arts and Sciences in April 2013. Mr. Siebel currently serves as a member of the College of Engineering boards at the University of Illinois at Urbana-Champaign and the University of California, Berkeley. Mr. Siebel holds a B.A. in History, an M.B.A., and an M.S. in Computer Science, each from the University of Illinois at Urbana-Champaign. He is the author of four books, including most recently the best-selling Digital Transformation: Survive and Thrive in an Era of Mass Extinction (RosettaBooks, 2019).

Mr. Ehikian, 44, is a seasoned technology leader. He has served as the Company’s Chief Executive Officer since September 2025. He was a member of the founding team and served as Chief Operating Officer and Chief Financial Officer of RelateIQ from 2011 to July 2014, when it was acquired by Salesforce. He served as Vice President of Products at Salesforce from July 2014 to July 2017. Mr. Ehikian then served as Chief Executive Officer and Cofounder of Airkit.ai, from October 2017 until November 2023, when it was acquired by Salesforce. Following the acquisition, Mr. Ehikian served as Vice President of AI Products at Salesforce from November 2023 to January 2024. From January 2025 to July 2025, Mr. Ehikian served as Acting Administrator and Deputy Administrator of the General Services Administration. Mr. Ehikian holds a bachelor’s degree in mechanical engineering and economics from Yale University and an M.B.A. from the Stanford Graduate School of Business.

There are no arrangements or understandings between Mr. Siebel and any other person pursuant to which Mr. Siebel was selected as Chief Executive Officer. Other than the disclosure set forth in the section entitled “Certain Relationships and Transactions with Related Persons” in the Company’s proxy statement filed with the Securities and Exchange Commission on August 21, 2025, which disclosure related to Mr. Siebel is incorporated herein by reference, Mr. Siebel does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

There are no arrangements or understandings between Mr. Ehikian and any other person pursuant to which Mr. Ehikian was selected as President. Mr. Ehikian does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release regarding Appointment of Chief Executive Officer and the Company’s Preliminary Fourth Quarter and Fiscal Year results dated May 12, 2026.
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: May 12, 2026
				By:		/s/ Thomas M. Siebel
						Thomas M. Siebel
						Chief Executive Officer and Chairman of the Board

Exhibit 99.1

PRESS RELEASE

C3 AI Announces Preliminary Fourth Quarter and Full Fiscal Year 2026 Results; Thomas M. Siebel Resumes Role of Chief Executive Officer

Q4 Revenue of $51.6 Million Within Guidance Range; Non-GAAP Operating Loss Better Than Guidance; Stephen Ehikian Continues as President

REDWOOD CITY, California — May 12, 2026 — C3.ai, Inc. (“C3 AI,” “C3,” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced preliminary financial results for its fourth quarter and full fiscal year ended April 30, 2026, and significant changes to its executive leadership.

Leadership Update

Effective May 8, 2026, Thomas M. Siebel resumed the role of Chief Executive Officer of C3 AI and continues to serve as Chairman of the Board of Directors. Stephen Ehikian continues as President of C3 AI, reporting to Mr. Siebel.

“I am energized to be back in the CEO role and to lead C3 AI through this next chapter in this exciting market,” said Thomas M. Siebel, Chairman and Chief Executive Officer. “Stephen has done important work over the past two quarters to right-size our cost structure, sharpen our sales motion, and accelerate product velocity. I look forward to partnering with Stephen closely in his role as President to execute the path to consistent free cash flow generation, non-GAAP profitability and a return to significant top line growth.”

“While my vision remains impaired, it is improving. The health issues I encountered during 2025 are largely resolved.”

Fourth Quarter Fiscal 2026 Financial Highlights

• Total Revenue was $51.6 million, within the Company’s guidance range of $48.0 to $52.0 million.

• GAAP Loss from Operations was $(121.2) million.

• Non-GAAP Loss from Operations was $(54.4) million, better than the Company’s guidance range of $(56.0) to $(64.0) million.

• Cash, Cash Equivalents, and Investments: $575.4 million, reflecting the Company’s strong balance sheet.

Non-GAAP Loss from Operations exclude approximately $10.8 million of pre-tax restructuring expenses related to the operational efficiency plan announced last quarter, including severance, stock-based compensation, payments under the WARN Act, and other benefits for terminated employees.

Full Fiscal Year 2026 Financial Highlights

• Total Revenue was $250.3 million, within the Company’s guidance range of $246.7 to $250.7 million.

• GAAP Loss from Operations was $(498.5) million.

• Non-GAAP Loss from Operations was $(217.8) million, better than the Company’s guidance range of $(219.5) to $(227.5) million.

Non-GAAP Loss from Operations exclude approximately $10.8 million of pre-tax restructuring expenses related to the operational efficiency plan announced last quarter, including severance, stock-based compensation, payments under the WARN Act, and other benefits for terminated employees.

All numbers reported are unaudited, preliminary estimates. Completed financial results for the fourth quarter and full fiscal year ended April 30, 2026 will be provided on June 3, 2026.

Business Commentary

During the quarter, C3 AI signed 28 agreements, including nine new Initial Production Deployments (IPDs) and seven IPD conversions. Even though bookings were lower than expected, the Company continues to see strong customer validation and an accelerating Enterprise AI market opportunity.

As previously disclosed, C3 AI implemented a restructuring plan in the fourth quarter designed to deliver approximately $135 million in annualized non-GAAP cost savings and reduce cash burn by approximately the same amount. The workforce-related actions are substantially complete, and non-employee expense reductions are expected to be substantially realized starting in the second half of fiscal year 2027.

“We came in within our revenue guidance and meaningfully better than guidance on operating loss, which reflects the early benefit of the cost actions we took in the fourth quarter,” said Hitesh Lath, Chief Financial Officer. “We ended the year with $575.4 million in cash, cash equivalents, and investments. With Tom returning to the CEO role and our restructuring substantially complete, we are well positioned to drive operating leverage as the savings fully take hold in the back half of fiscal 2027.”

About C3.ai, Inc.

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 and 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. Learn more at: www.c3.ai.

Cautionary Note Regarding Preliminary Results and Forward-Looking Statements

The preliminary financial results presented herein are estimates and subject to the completion of the Company’s financial closing and other procedures and finalization of the Company’s consolidated financial statements for its quarter and fiscal year ended April 30, 2026 and subsequent events may occur that require adjustments to these results. These preliminary financial results have not been audited by the Company’s independent auditors. Accordingly, actual financial and operating results that will be reflected in the Company’s Annual Report on Form 10-K for the year ended April 30, 2026, including in its financial statements, may differ materially from these preliminary results. In addition, any statements regarding the Company’s preliminary financial results included herein do not present all information necessary for an understanding of the Company’s financial condition and results of operations as of and for the quarterly and annual periods ended April 30, 2026.

The Company undertakes no obligation to update or supplement the information provided in this press release until the Company releases its financial statements for the quarter and fiscal year ended April 30, 2026. The preliminary financial information included in this press release reflects the Company’s current estimates based on information available as of the date of this press release. This preliminary financial and operational information should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future periods.

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s leadership transition, the expected benefits of its restructuring plan, anticipated cost savings, the path to non-GAAP profitability, market opportunity, and a return to growth. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ include, but are not limited to, the factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and C3 AI disclaims any obligation to update them, except as required by law.

The Company reports herein the following non-GAAP financial measures, which has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

• Non-GAAP loss from operations. Our non-GAAP loss from operations excludes the effect of restructuring expenses, stock-based compensation expense-related charges and employer payroll tax expense related to employee stock-based compensation. We believe the presentation of operating results that exclude these items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

We use this non-GAAP financial measure internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of this

non-GAAP financial measure may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP loss from operations to Non-GAAP loss from operations.

Contacts

Investor Relations: Amit Berry, C3 AI | ir@c3.ai

C3 AI Public Relations

Axicom

Mindy Nelson

(830) 214-4823

pr@c3.ai

C3.AI, INC.

RECONCILIATION OF PRELIMINARY GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions)

(Unaudited)

		Three Months Ended April 30,								Fiscal Year Ended April 30,
		2026				2025				2026				2025
Reconciliation of GAAP loss from operations to non-GAAP loss from operations:
Loss from operations on a GAAP basis		$	(121.2	)		$	(89.0	)		$	(498.5	)		$	(324.4	)
Stock-based compensation expense			54.1				56.6				263.6				231.0
Employer payroll tax expense related to employee stock-based compensation			1.9				1.2				6.3				5.3
Restructuring charges			10.8				—				10.8				—
Loss from operations on a non-GAAP basis		$	(54.4	)		$	(31.2	)		$	(217.8	)		$	(88.1	)

FAQ

What leadership changes did C3.ai (AI) announce in this 8-K?

C3 AI appointed founder Thomas M. Siebel as Chief Executive Officer, effective May 8, 2026, while he continues as Chairman. Former CEO Stephen Ehikian transitioned to President, reporting to Siebel, maintaining leadership continuity while restoring the founder to the top operating role.

What were C3.ai (AI)’s preliminary Q4 fiscal 2026 financial results?

C3 AI reported preliminary fourth-quarter revenue of $51.6 million, within its guidance range. GAAP loss from operations was $121.2 million, while non-GAAP loss from operations was $54.4 million, after excluding stock-based compensation and restructuring-related charges disclosed in the release.

How much did C3.ai (AI) lose from operations in fiscal year 2026?

For fiscal 2026, C3 AI posted a GAAP loss from operations of $498.5 million. On a non-GAAP basis, after adjusting for stock-based compensation, related payroll taxes, and restructuring costs, loss from operations was $217.8 million, illustrating the size of equity and restructuring adjustments.

What restructuring and cost-saving plans did C3.ai (AI) outline?

C3 AI implemented a restructuring plan intended to deliver about $135 million in annualized non-GAAP cost savings and comparable cash-burn reduction. Workforce actions are largely complete, and non-employee expense reductions are expected to be substantially realized starting in the second half of fiscal 2027.

What is C3.ai (AI)’s cash position at the end of fiscal 2026?

C3 AI ended fiscal 2026 with $575.4 million in cash, cash equivalents, and investments. Management links this liquidity position, combined with planned cost savings, to the company’s ability to pursue operating leverage and its path toward non-GAAP profitability over time.

How active was C3.ai (AI) commercially during the fourth quarter of 2026?

During the quarter, C3 AI signed 28 agreements, including nine new Initial Production Deployments and seven IPD conversions. Management noted bookings were lower than expected but emphasized continued customer validation and an accelerating Enterprise AI market opportunity.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 32.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB