C3.ai securities class action dismissed

C3.ai, Inc. reports that a putative securities class action, John Liggett, Sr., et al. v.

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Form Type

8-K

Rhea-AI Filing Summary

C3.ai, Inc. reports that a putative securities class action, John Liggett, Sr., et al. v. C3 AI, Inc., et al., No. 3:25-cv-07129-TLT, filed on August 22, 2025 in the U.S. District Court for the Northern District of California, has been resolved at the pleading stage. On July 14, 2026, the court granted defendants’ motion to dismiss the complaint in its entirety and dismissed every cause of action.

The company also includes forward-looking statements about its expectations regarding pending litigation and highlights the risk that remaining claims may not be resolved in its favor, which could result in unexpected costs, liabilities, or delays. It points to risk factors described in its Form 10-K for the year ended April 30, 2026.

Positive

Court dismisses securities class action John Liggett, Sr., et al. v. C3 AI, Inc., et al., with the motion to dismiss granted and every cause of action dismissed on July 14, 2026.

Negative

None.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Complaint filing date: August 22, 2025 Motion to dismiss ruling date: July 14, 2026 Case number: No. 3:25-cv-07129-TLT +1 more

4 metrics

Complaint filing date August 22, 2025 Date the putative securities class action was filed in the U.S. District Court for the Northern District of California

Motion to dismiss ruling date July 14, 2026 Date the court granted defendants’ motion to dismiss the complaint in its entirety

Case number No. 3:25-cv-07129-TLT Federal case number for the putative securities class action involving C3.ai and certain officers

Form 10-K year end April 30, 2026 Year-end date for the Form 10-K referenced for additional risk factors and disclosures

Key Terms

putative securities class action, motion to dismiss, forward-looking statements, Emerging growth company

4 terms

putative securities class action regulatory

"a putative securities class action complaint (captioned John Liggett, Sr., et al."

motion to dismiss regulatory

"On July 14, 2026, the Court granted defendants’ motion to dismiss the complaint"

A motion to dismiss is a court filing asking a judge to throw out a lawsuit before it goes to full trial by arguing the complaint fails to state a legal claim or lacks necessary facts. For investors, it matters because a successful motion can end litigation quickly, reducing legal costs and uncertainty—like removing a cloud over a stock—while a denied motion means the case proceeds and may increase potential financial risk or distraction for a company.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of United States 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.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What legal outcome did C3.ai (AI) disclose regarding the securities class action?

C3.ai disclosed that a putative securities class action, John Liggett, Sr., et al. v. C3 AI, Inc., et al., was dismissed. On July 14, 2026, the federal court granted defendants’ motion to dismiss the complaint in its entirety, dismissing every cause of action.

When was the securities class action against C3.ai (AI) filed and when was it dismissed?

The putative securities class action against C3.ai was filed on August 22, 2025. On July 14, 2026, the U.S. District Court for the Northern District of California granted the defendants’ motion to dismiss, dismissing the complaint and all causes of action.

Which court handled the C3.ai (AI) securities class action and what is the case number?

The case was heard in the U.S. District Court for the Northern District of California. It is captioned John Liggett, Sr., et al. v. C3 AI, Inc., et al., with case number No. 3:25-cv-07129-TLT, and involved a putative securities class action complaint.

Does C3.ai (AI) still face litigation risks after the class action dismissal?

C3.ai notes that litigation risk remains. It states there is a risk that remaining claims may not be resolved in its favor, which could lead to unexpected costs, liabilities, or delays, even though the referenced class action complaint was dismissed in its entirety.

What forward-looking statements did C3.ai (AI) make about its pending litigation?

C3.ai includes forward-looking statements about expectations around pending litigation. It cautions that these statements involve risks and assumptions, including the risk that remaining claims may not be resolved in its favor, potentially causing unexpected costs, liabilities, or delays in resolving the matter.

Which C3.ai (AI) SEC filing is referenced for additional risk factors?

C3.ai refers investors to its Form 10-K for the year ended April 30, 2026. That annual report, along with other SEC reports the company may file, is cited as containing further information on risks that could affect its results and litigation outcomes.

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

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 07/17/2026 - 04:31 PM EDT

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 14, 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

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 8.01 Other Events.

Ruling on Motion to Dismiss Securities Class Action Complaint

As previously disclosed, a putative securities class action complaint (captioned John Liggett, Sr., et al. v. C3 AI, Inc., et al., No. 3:25-cv-07129-TLT) was filed on August 22, 2025, in the U.S. District Court for the Northern District of California against C3.ai, Inc. (the “Company”) and certain of its officers.

On July 14, 2026, the Court granted defendants’ motion to dismiss the complaint in its entirety. The Court dismissed every cause of action.

Caution Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of United States federal securities laws. Words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plans," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements, including our statements regarding our expectations around the pending litigation, largely on our current expectations and projections about future events. These forward-looking statements speak only as of the date of this report and are subject to risks, uncertainties, and assumptions, including, among other things, the risk that the remaining claims may not be resolved in our favor, which could lead to unexpected costs, liabilities, or delays in the resolution of this matter. Further information on risks that could affect the Company’s results is included in our filings with SEC, including our Form 10-K for the year ended April 30, 2026, and other reports that we may file with the SEC from time to time, which could cause actual results to vary from expectations. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The Company assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this Current Report on Form 8-K, except as required by applicable law.

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 17, 2026
	By:	/s/ Thomas M. Siebel
		Thomas M. Siebel
		Chief Executive Officer and Chairman of the Board of Directors

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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