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

Rhea-AI Filing Summary

C3.ai, Inc. reported in a Form 8-K that it issued a press release announcing its fiscal first quarter ended July 31, 2025 results and attached that press release as Exhibit 99.1. The filing states the press release is furnished under Item 2.02 and Item 9.01 and clarifies that the information and Exhibit 99.1 are not to be deemed "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other filings unless expressly done so. No financial figures, operating metrics, guidance, or other substantive results are included in the Form 8-K itself; readers must refer to Exhibit 99.1 for the full press release content.

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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 3, 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 2.02    Results of Operations and Financial Condition.

On September 3, 2025, C3.ai, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended July 31, 2025. 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 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release dated September 3, 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 3, 2025
			By:			/s/ Thomas M. Siebel
						Thomas M. Siebel
						Executive Chairman

FAQ

What did C3.ai (AI) disclose in the Form 8-K?

The Form 8-K states C3.ai issued a press release announcing its fiscal first quarter ended July 31, 2025 results and attached the press release as Exhibit 99.1.

Does the Form 8-K include the company’s financial results?

No. The Form 8-K itself does not include financial figures or operating metrics; it only references and furnishes the press release as Exhibit 99.1.

Is the attached press release deemed "filed" under the Exchange Act?

No. The company expressly states the information and Exhibit 99.1 are not to be deemed "filed" under Section 18 of the Exchange Act and are not incorporated by reference into other filings unless expressly specified.

Where can investors find the full quarterly results mentioned in the 8-K?

Investors should review Exhibit 99.1 (the attached press release) for the full quarterly results; the Form 8-K only notes the release and furnishes the exhibit.

Which fiscal period does the press release cover?

The press release covers the fiscal first quarter ended July 31, 2025.