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

Rhea-AI Filing Summary

C3.ai, Inc. announced that on September 14, 2025 its Board unanimously adopted the C3.ai, Inc. 2025 Inducement Plan, authorizing equity-based inducement awards to recruit and retain new employees. The plan reserves 5,000,000 shares of Class A common stock for non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. Grants under the plan are limited to new hires who meet NYSE "employment inducement" standards and require approval by independent directors or a wholly independent Compensation Committee. The plan was adopted without stockholder approval pursuant to NYSE rules and is incorporated by reference to the Form S-8 Exhibit 99.1.

Positive

• 5,000,000 shares reserved provides clear capacity to attract and retain talent through equity incentives
• Independent director or independent Compensation Committee approval is required for awards, strengthening governance controls
• Utilizes NYSE inducement exception enabling timely grants to new hires without waiting for shareholder approval

Negative

• Potential dilution from issuance of up to 5,000,000 Class A shares could affect existing shareholders
• Key terms not disclosed in this filing; investors must review Exhibit 99.1 for vesting schedules, award size, and dilution impact

Insights

Compensation & Equity Analyst

TL;DR: Board approved a 5M-share inducement plan to attract talent; governance approvals required, adopted under NYSE inducement exception.

This adoption is a standard mechanism to grant equity to prospective employees without waiting for shareholder approval, using the NYSE employment inducement exception. Reserving 5,000,000 shares provides meaningful headroom for hiring and retention programs, especially for technical and executive roles in a growth-oriented AI company. Requiring approval by independent directors or a fully independent Compensation Committee adds a governance safeguard against overly generous or self-interested awards. The filing references the full plan in Exhibit 99.1 for complete terms.

Corporate Governance Expert

TL;DR: Adoption under Section 303A.08 follows NYSE rules; independent approvals reduce governance risk but issuance may dilute shareholders.

Using the inducement exception is permissible and common, but the materiality depends on how management uses the reserved shares. The requirement that awards be limited to "employment inducement" recipients and approved by independent directors or an independent Compensation Committee helps align with shareholder protections. Investors will need to review Exhibit 99.1 for vesting, exercise, and dilution specifics to assess governance quality and potential shareholder impact.

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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): September 14, 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.

(e)

Adoption of 2025 Inducement Plan

On September 14, 2025, the Board of Directors (the “Board”) of C3.ai, Inc. (the “Company”) unanimously approved and adopted the C3.ai, Inc. 2025 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Section 303A.08 of the NYSE Listed Company Manual.

The Board has reserved 5,000,000 shares of the Company’s Class A Common Stock for issuance pursuant to awards granted under the Inducement Plan. Awards under the Inducement Plan may be granted only to persons who satisfy the standards for “employment inducement awards” under Section 303A.08 of the NYSE Listed Company Manual. Awards under the Inducement Plan must be approved by either (i) a majority of the Company’s “Independent Directors” (as determined under Section 303A.02 of the NYSE Listed Company Manual), or (ii) the Compensation Committee of the Board (“Compensation Committee”), provided that the Compensation Committee is composed solely of Independent Directors.

The Inducement Plan is incorporated herein by reference to Exhibit 99.1 of the Company’s registration statement on Form S-8, as filed with the Securities and Exchange Commission on September 15, 2025. The foregoing description of the terms of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Plan.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit

Exhibit Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

10.1

2025 Inducement Plan.

S-8

333-290265

99.1

September 15, 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: September 18, 2025
			By:			/s/ Stephen Ehikian
						Stephen Ehikian
						Chief Executive Officer

FAQ

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

The company adopted the C3.ai, Inc. 2025 Inducement Plan authorizing equity-based inducement awards and reserving 5,000,000 Class A shares.

Who is eligible for awards under the Inducement Plan?

Awards may be granted only to persons who meet the NYSE standards for employment inducement awards, generally new hires.

Does the Inducement Plan require stockholder approval?

No. The Board adopted the plan without stockholder approval pursuant to Section 303A.08 of the NYSE Listed Company Manual.

What approvals are required for individual awards?

Awards must be approved by either a majority of the company's Independent Directors or the Compensation Committee composed solely of Independent Directors.

Where can I find the full terms of the Inducement Plan?

The Inducement Plan is incorporated by reference to Exhibit 99.1 of the company's Form S-8 filed on September 15, 2025.