STOCK TITAN

C3.ai (NYSE: AI) gives director option on 132K shares

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

C3.ai, Inc. (AI) reported the initial holdings of new director John Charles Dwyer. He holds a stock option to acquire 132,077 shares of Class A common stock at an exercise price of $9.79 per share, expiring on August 24, 2036, plus 1,700 directly held Class A shares.

The option was granted under the 2020 Equity Incentive Plan in connection with his board appointment. Beginning after August 25, 2026, 5% of the option shares vest on the last day of each fiscal quarter he attends the regularly scheduled board meeting in person; missed-meeting tranches become “Suspended Shares” that vest only after the fifth anniversary of that vesting commencement date if attendance conditions are later satisfied.

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Insider Dwyer John Charles
Role Director
Type Security Shares Price Value
holding Option (Right to Buy) F1, F2 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Option (Right to Buy) — 132,077 shares (Direct); Class A Common Stock — 1,700 shares (Direct)
Footnotes (2)
  1. F1. In connection with the Reporting Person's appointment as a new director, the board of directors of the Company granted a stock option award under the Company's 2020 Equity Incentive Plan, as amended and restated from time to time.
  2. F2. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.
Option underlying shares 132,077 shares of Class A Common Stock Underlying shares for the Option (Right to Buy) held directly by the reporting person
Option exercise price $9.79 per share Exercise price for the Option (Right to Buy) on C3.ai Class A Common Stock
Option expiration date August 24, 2036 Expiration date of the Option (Right to Buy) position
Direct common stock holdings 1,700 shares Total Class A Common Stock directly owned following the reported holdings entry
Quarterly vesting rate 5% of option shares per fiscal quarter Vests each fiscal quarter after August 25, 2026 with in-person board meeting attendance
Vesting commencement date August 25, 2026 Date after which quarterly vesting of the option begins, subject to attendance
Suspended Shares vesting horizon 5 years after Vesting Commencement Date Suspended Shares vest only following the fifth anniversary if attendance conditions are met
Option (Right to Buy financial
"securityTitle": "Option (Right to Buy)""
2020 Equity Incentive Plan financial
"granted a stock option award under the Company's 2020 Equity Incentive Plan"
Vesting Commencement Date financial
"commencing after August 25, 2026 (the "Vesting Commencement Date")"
The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.
Quarterly Shares financial
"then 5% of the shares subject to the option shall vest ... (the "Quarterly Shares")"
Suspended Shares financial
"any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares""

FAQ

What did new director John Charles Dwyer report in his Form 3 for C3.ai (AI)?

He reported a stock option to acquire 132,077 shares of C3.ai Class A common stock at $9.79 per share, expiring August 24, 2036, and direct ownership of 1,700 Class A shares. These represent his initial reported holdings as a director.

What are the key terms of John Charles Dwyer’s option award at C3.ai (AI)?

The option covers 132,077 underlying shares of C3.ai Class A common stock at an exercise price of $9.79 per share and expires on August 24, 2036. It was granted under C3.ai’s 2020 Equity Incentive Plan in connection with his appointment as a director.

How does vesting work for John Charles Dwyer’s C3.ai (AI) option grant?

Starting after August 25, 2026, 5% of the option shares vest on the last day of each fiscal quarter that he remains a director and attends the regularly scheduled board meeting in person. Missed-meeting tranches become “Suspended Shares” that vest only after five years if attendance requirements are later met.

What are “Suspended Shares” in John Charles Dwyer’s C3.ai (AI) option?

Suspended Shares” are Quarterly Shares that do not vest because he failed to attend a regularly scheduled board meeting in person. These suspended tranches may vest only following the fifth anniversary of the vesting commencement date if subsequent attendance conditions are satisfied.

How many C3.ai (AI) shares does John Charles Dwyer hold directly outside the option?

He directly holds 1,700 shares of C3.ai Class A common stock, separate from his stock option position. This figure reflects his direct ownership reported following the effective date of his status as a company director.

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

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Dwyer John Charles

(Last)(First)(Middle)
C/O C3.AI, INC. 1400 SEAPORT BLVD

(Street)
REDWOOD CITY CALIFORNIA 94603

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2026
3. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock1,700D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy)(1) (2)08/24/2036Class A Common Stock(2)132,077$9.79D
Explanation of Responses:
1. In connection with the Reporting Person's appointment as a new director, the board of directors of the Company granted a stock option award under the Company's 2020 Equity Incentive Plan, as amended and restated from time to time.
2. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Tom MacMitchell, Attorney-in-Fact08/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)