C3.ai names John C. Dwyer to board, $900K grant

C3.ai, Inc. (AI) announced that its board of directors appointed John C. Dwyer to the board effective August 25, 2026.

Rhea-AI Filing Summary

C3.ai, Inc. (AI) announced that its board of directors appointed John C. Dwyer to the board effective August 25, 2026. He will serve as a Class III director with an initial term running until the company’s 2026 Annual Meeting of Stockholders and continuing until a successor is duly elected and qualified or earlier departure.

The company states there are no arrangements or understandings with any person regarding his appointment and that he has no material interests in related-party transactions requiring disclosure. As a non-employee director, he will receive the company’s standard non-employee director compensation, including an initial stock option award with a grant date fair value of $900,000 vesting over five years, under the company’s non-employee director compensation policy. Mr. Dwyer has also entered into the company’s standard indemnification agreement.

8-K Event Classification

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

1 item

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.

Key Figures

Initial option award grant date fair value: $900,000 Vesting period for initial option award: 5 years Effective date of director appointment: August 25, 2026

3 metrics

Initial option award grant date fair value $900,000 Initial stock option award for John C. Dwyer as a non-employee director

Vesting period for initial option award 5 years Vesting period of Mr. Dwyer’s initial non-employee director option award

Effective date of director appointment August 25, 2026 Date John C. Dwyer was appointed to the board of C3.ai

Key Terms

Class III director, grant date fair value, non-employee director compensation, indemnification agreement, +1 more

5 terms

Class III director regulatory

"Mr. Dwyer was appointed as a Class III director to hold office"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

grant date fair value financial

"including an initial option award having a grant date fair value of $900,000"

The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.

non-employee director compensation financial

"entitled to the Company’s standard non-employee director compensation"

indemnification agreement regulatory

"Mr. Dwyer has also entered into the Company’s standard indemnification agreement"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Item 404(a) of Regulation S-K regulatory

"for which disclosure would be required under Item 404(a) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did C3.ai (AI) report on August 25, 2026?

C3.ai reported that its board appointed John C. Dwyer as a Class III director, effective August 25, 2026. His initial term runs until the company’s 2026 Annual Meeting of Stockholders, after which he will serve until a successor is elected and qualified or earlier departure.

What is the term of John C. Dwyer’s directorship at C3.ai (AI)?

John C. Dwyer was appointed a Class III director with an initial term that will run until C3.ai’s 2026 Annual Meeting of Stockholders. He will continue in office thereafter until his successor is duly elected and qualified or his earlier death, resignation, or removal.

What compensation will John C. Dwyer receive as a C3.ai (AI) director?

As a non-employee director, John C. Dwyer will receive C3.ai’s standard non-employee director compensation, including an initial stock option award with a grant date fair value of $900,000 that vests over a five-year period, subject to the company’s non-employee director compensation policy.

Are there any related-party transactions disclosed for John C. Dwyer at C3.ai (AI)?

C3.ai states that John C. Dwyer is not a party to and has no direct or indirect material interest in any transaction or proposed transaction involving the company that would require disclosure under Item 404(a) of Regulation S-K.

Did C3.ai (AI) disclose any special arrangements leading to John C. Dwyer’s appointment?

C3.ai disclosed that there are no arrangements or understandings between John C. Dwyer and any other person pursuant to which he was appointed as a director. His appointment was made by the board of directors on August 25, 2026.

What additional agreement did John C. Dwyer enter into with C3.ai (AI)?

John C. Dwyer entered into C3.ai’s standard indemnification agreement, which is provided to directors. The filing notes this as part of the terms associated with his joining the board as a non-employee director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 04:07 PM EDT Accepted by SEC EDGAR 08/27/2026 - 04:06 PM EDT Learn about SEC filing dates

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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): August 25, 2026

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 August 25, 2026, the board of directors (the “Board”) of C3.ai, Inc. (the “Company”) appointed John C. Dwyer to the Board, effective August 25, 2026. Mr. Dwyer was appointed as a Class III director to hold office until his successor has been duly elected and qualified or until his earlier death, resignation, or removal. Mr. Dwyer’s initial term will run until the Company’s 2026 Annual Meeting of Stockholders.

There are no arrangements or understandings between Mr. Dwyer and any other person pursuant to which he was appointed as a director of the Company. Mr. Dwyer is not a party to and has no direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a participant for which disclosure would be required under Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Dwyer is entitled to the Company’s standard non-employee director compensation (as described in the Company’s proxy statement relating to its annual meeting of stockholders), including an initial option award having a grant date fair value of $900,000 and vesting over a five-year period, subject to the terms of the Company’s non-employee director compensation policy. Mr. Dwyer has also entered into the Company’s standard indemnification agreement.

SIGNATURES

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

			C3.ai, Inc.
Dated: August 27, 2026
			By:			/s/ Thomas M. Siebel
						Thomas M. Siebel
						Chief Executive Officer and Chairman of the Board of Directors

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB