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C3.ai CEO sells 444K shares after option exercise

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

C3.ai, Inc. (AI) reports that CEO, Chairman and ten percent owner Thomas M. Siebel exercised stock options for a total of 444,248 shares of Class A Common Stock at an exercise price of $3.90 per share on September 15 and 16, 2026, and sold the same number of shares in open-market transactions. These transactions were effected under a previously established Rule 10b5-1 trading plan dated September 20, 2024, and the options exercised were fully vested.

Positive

  • None.

Negative

  • None.
Insider SIEBEL THOMAS M
Role CEO and Chairman of the Board
Sold 444,248 shs ($4.78M)
Approx. gross sale proceeds $4.78M
Approx. exercise cost $1.73M
Approx. pre-tax spread $3.05M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F1, F9 162,247 $0.00 $0.00
Exercise Class A Common Stock F1 162,247 $3.90 $633K
Sale Class A Common Stock F1, F3 162,247 $10.54 $1.71M
Exercise Stock Option (Right to Buy) F1, F9 282,001 $0.00 $0.00
Exercise Class A Common Stock F1 282,001 $3.90 $1.10M
Sale Class A Common Stock F1, F2 282,001 $10.90 $3.07M
holding Class A Common Stock F4 -- -- --
holding Class A Common Stock F5 -- -- --
holding Class A Common Stock F6 -- -- --
holding Class A Common Stock F7 -- -- --
holding Class A Common Stock F8 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 1,968,948 contracts (Direct); Class A Common Stock — 722,362 shares (Direct); Class A Common Stock — 8,594,339 shares (Indirect, See Footnote)
Footnotes (9)
  1. F1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.
  2. F2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.76 to $11.04, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  3. F3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.35 to $10.68, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  4. F4. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
  5. F5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
  6. F6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
  7. F7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
  8. F8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
  9. F9. Fully vested.
Shares sold 444,248 shares Total Class A Common Stock sold on September 15–16, 2026
Shares acquired via option exercise 444,248 shares Class A Common Stock received from option exercises on September 15–16, 2026
Option exercise price $3.90 per share Exercise price for 282,001 and 162,247 stock options
Weighted-average sale price (Sept 15, 2026) $10.90 per share Shares sold in multiple transactions between $10.76 and $11.04
Weighted-average sale price (Sept 16, 2026) $10.54 per share Shares sold in multiple transactions between $10.35 and $10.68
Options exercised 2 exercises, 444,248 shares total Derivative transactions coded as exercises (M) in the Form 4
Rule 10b5-1 plan date September 20, 2024 Date of previously established trading plan covering these transactions
Option expiration date November 27, 2028 Expiration for the exercised stock options
Rule 10b5-1 trading plan regulatory
"The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted-average price financial
"The price reported is a weighted-average price. These shares were sold in multiple transactions"
Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.
general partner financial
"Siebel Asset Management, L.P., of which the Reporting Person is the general partner"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
co-trustee financial
"The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee"
stock option (right to buy) financial
"Security title reported as Stock Option (Right to Buy) with an exercise price of $3.90"

FAQ

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

What insider transactions did C3.ai (AI) report for Thomas M. Siebel?

C3.ai reported that Thomas M. Siebel exercised options for 444,248 shares of Class A Common Stock at $3.90 per share and sold the same number of shares in open-market transactions on September 15 and 16, 2026.

At what prices were C3.ai (AI) shares sold in these Form 4 transactions?

Reported weighted-average sale prices were $10.90 per share on September 15, 2026 and $10.54 per share on September 16, 2026, with actual trades executed in ranges of $10.76–$11.04 and $10.35–$10.68, respectively.

Were the C3.ai (AI) insider trades by Thomas Siebel under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024, and the plan-level checkbox for Rule 10b5-1 was affirmed.

How many C3.ai (AI) options did Thomas Siebel exercise in this Form 4?

Thomas Siebel exercised stock options covering 444,248 shares of Class A Common Stock, consisting of 282,001 shares and 162,247 shares, each with a $3.90 per-share exercise price and an option expiration date of November 27, 2028.

Did these C3.ai (AI) transactions change Thomas Siebel’s net share position disclosed in the Form 4?

The filing shows 444,248 shares acquired through option exercises and the same number of shares sold, with no total share holdings reported after the transactions, so the net position in this Form 4 is not quantified.

What indirect holdings in C3.ai (AI) are associated with Thomas Siebel?

The Form 4 shows indirect ownership interests through several entities, including The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management partnerships, and The Siebel 2011 Irrevocable Children's Trust, all referenced in footnotes, without share counts in this excerpt.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SIEBEL THOMAS M

(Last)(First)(Middle)
C/O C3.AI, INC.
1400 SEAPORT BLVD, SUITE 500

(Street)
REDWOOD CITY CALIFORNIA 94603

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman of the Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M(1)282,001A$3.91,004,363D
Class A Common Stock09/15/2026S(1)282,001D$10.9(2)722,362D
Class A Common Stock09/16/2026M(1)162,247A$3.9884,609D
Class A Common Stock09/16/2026S(1)162,247D$10.54(3)722,362D
Class A Common Stock7,105,019ISee Footnote(4)
Class A Common Stock9,216ISee Footnote(5)
Class A Common Stock170,294ISee Footnote(6)
Class A Common Stock72,695ISee Footnote(7)
Class A Common Stock1,237,115ISee Footnote(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$3.909/15/2026M(1)282,001 (9)11/27/2028Class A Common Stock282,001$02,131,195D
Stock Option (Right to Buy)$3.909/16/2026M(1)162,247 (9)11/27/2028Class A Common Stock162,247$01,968,948D
Explanation of Responses:
1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.
2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.76 to $11.04, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.35 to $10.68, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
4. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
9. Fully vested.
Remarks:
/s/ Tom MacMitchell, Attorney-in-Fact09/17/2026
** 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 4 (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 4: SEC 1474 (03-26)

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