C3.Ai, Inc. 8-K Filings

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.

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.

C3.ai, Inc. announced that board member and special advisor Jim H. Snabe has taken a leave of absence from the Board of Directors and his advisory role to the Chief Executive Officer, effective June 11, 2026, in connection with his appointment as Special Envoy to the European Commission for Industrial Artificial Intelligence.

During the leave, he will not vote as a director or perform director or advisory duties and will not stand for re-election at the 2026 annual stockholder meeting. He is expected to return to both roles after the leave ends. Effective the calendar day after his leave began, the Board size was reduced from twelve to eleven directors.

C3 AI reported weaker fiscal 2026 results with heavy losses but a large insider share purchase and solid cash reserves. Fiscal 2026 revenue was $250.3 million, with $227.1 million from subscriptions. GAAP net loss was $470.4 million, or $3.35 per share, while non-GAAP net loss was $189.7 million, or $1.35 per share. Fiscal fourth quarter revenue was $51.6 million, with subscription revenue of $48.4 million and GAAP gross margin of 22%.

Cash, cash equivalents, and marketable securities totaled $575.4 million at April 30, 2026, and $673 million as of June 3, 2026, including Thomas Siebel’s purchase of 6.17 million shares at $11.16. The company recorded $10.8 million of restructuring expenses and free cash flow of negative $192.1 million for the year. For fiscal 2027, C3 AI guides revenue to $210–$240 million and a non-GAAP operating loss of $128–$160 million.

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.

C3.ai, Inc. reports a key development in an ongoing securities class action. A federal court granted in part and denied in part motions to dismiss the third amended complaint, dismissing three of five causes of action and several defendants and theories from the case with prejudice.

What remains are narrow claims under Sections 11 and 15 of the Securities Act focused on a single revenue-recognition sentence from the company’s IPO Registration Statement regarding Baker Hughes–related revenue in fiscal 2020. C3.ai states it believes the remaining claims are without merit, notes the statement aligns with figures in its 2022 Form 10-K, and says it will continue to vigorously defend the matter.

C3.ai, Inc. reported fiscal Q3 2026 results and announced a major restructuring plan. Total revenue was $53.3 million, with subscription revenue of $48.2 million, or 90% of total. GAAP gross margin was 17%, and GAAP net loss per share was $(0.94), while non-GAAP net loss per share was $(0.40).

The company is cutting approximately 26% of its global workforce and targeting about 30% lower annualized non-employee costs, expecting roughly $10.0 million to $12.0 million of pre-tax restructuring charges in Q4 2026. Management expects these actions to deliver about $135 million of annual non-GAAP operating expense savings and support a path toward profitability.

Q3 cash, cash equivalents, and marketable securities totaled $621.9 million. Federal, defense, and aerospace bookings rose 134% year over year and made up 55% of total bookings, and C3 AI closed 44 agreements in the quarter, including new and expanded work with several major government and commercial customers. For Q4 2026, the company guides revenue to $48.0 million to $52.0 million and a non-GAAP operating loss of $(56.0) million to $(64.0) million.

C3.ai, Inc. reported that it has released its financial results for the fiscal second quarter ended October 31, 2025 through a press release. The company’s Class A common stock continues to trade on the New York Stock Exchange under the symbol AI. The press release is provided as an exhibit and is referenced as part of this disclosure.

The company also notes that the information about these results, including the press release, is being furnished rather than filed under securities law, which affects how it is treated for certain liability purposes and for incorporation into other regulatory documents.

C3.ai, Inc. expanded its Board from eleven to twelve members and elected Mike Clayville as a Class II director, effective immediately. He will serve until the Company’s 2028 Annual Meeting of Stockholders and until a successor is elected and qualified or earlier departure.

Consistent with the Company’s director compensation, Mr. Clayville will receive stock options with a grant date fair value of $350,000, with an exercise price equal to the fair value on the grant date. The award vests over two years, with 12.5% of the shares vesting quarterly after grant, contingent on his continued service as a non‑employee director and attendance at regularly scheduled Board meetings each fiscal quarter. The options vest in full upon a change in control, subject to continued service until closing. He will not receive cash compensation and has no related‑party transactions requiring disclosure.

The Company issued a press release on November 13, 2025, attached as Exhibit 99.1.

C3.ai, Inc. held its 2025 annual stockholder meeting on October 3, 2025 via live webcast, where investors voted on three key proposals. Stockholders elected Class II directors General (Ret.) John Hyten, Richard C. Levin, and Bruce Sewell to serve until the 2028 annual meeting, with support levels ranging from 199,436,155 to 212,645,179 votes in favor and broker non-votes of 37,032,708 on each nominee.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 186,563,591 votes in favor, 29,855,073 against, and 536,743 abstentions, plus 37,032,708 broker non-votes. Finally, stockholders ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending April 30, 2026, by 251,472,840 votes for, 1,822,718 against, and 692,557 abstentions. No other matters were brought to a vote.

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.

C3.ai appointed Stephen Ehikian as Chief Executive Officer effective September 1, 2025. The Board named Mr. Ehikian after entering an employment letter dated August 29, 2025, under which he will receive a $1,000,000 base salary and a target annual discretionary bonus of $1,000,000 (with upside to $2,000,000). The target bonus is guaranteed for the first year and paid quarterly if he remains an active full-time employee. As inducements, the Company will grant RSUs with an approximate grant date value of $20,000,000 and stock options with an approximate grant date value of $15,000,000, subject to Board or Compensation Committee approval. A portion of the RSUs equal to about $7,000,000 (the Contingent Portion) will vest on December 30, 2025, with the remainder vesting in eleven equal quarterly installments thereafter. The option grant vests 5% after three months and 5% quarterly thereafter. If Mr. Ehikian voluntarily resigns or is terminated for cause within 24 months after his start and the Contingent Portion has vested, he must repay the fair market value of that Contingent Portion as of December 30, 2025. Thomas M. Siebel will remain Executive Chairman. A press release dated September 3, 2025, was furnished as Exhibit 99.1.

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.