[Form 4] C3.ai, Inc. Insider Trading Activity

Rhea-AI Filing Summary

C3.ai director and EVP & Chief Commercial Officer Robert David Schilling received 470,420 fully vested Restricted Stock Units (RSUs) that convert one-for-one into Class A common shares. To cover tax withholding on those vested RSUs, the issuer automatically withheld and sold 240,121 shares at a weighted-average price of $17.2899. Separately, 230,299 shares were sold under a previously established Rule 10b5-1 trading plan dated June 23, 2025, also reported at a weighted-average price of $17.2899. Following the reported transactions, the filing shows beneficial ownership levels of 1,481,747, 1,241,626, and 1,011,327 shares on the separate reported lines respectively.

Positive

• 470,420 RSUs were granted and are fully vested, converting one-for-one to Class A shares
• Sales to satisfy tax withholding (240,121 shares) were handled automatically by the issuer
• A pre-established Rule 10b5-1 plan dated June 23, 2025 governed the 230,299 share sale

Negative

• None.

Insights

Insider Compensation Analyst

RSU vesting and tax-related sell-to-cover reduced reported holdings.

The filing discloses a grant of 470,420 RSUs that are fully vested and convertible one-for-one to Class A shares, which is a compensation event for the reporting person. The issuer automatically withheld and sold 240,121 shares to satisfy tax withholding, a routine administrative step that monetizes part of the grant.

The filing also shows an additional 230,299 share sale executed under a Rule 10b5-1 plan. Because both sales are disclosed with a weighted-average price of $17.2899, the document provides concrete proceeds data for those transactions.

Corporate Governance Specialist

Transactions are standard for executive equity settlements but should be logged by investors.

The RSU grant, immediate vesting, and sell-to-cover are explicitly reported and reflect compensation realization rather than open-market opportunistic sales. The separate Rule 10b5-1 sales demonstrate a pre-established trading plan dated June 23, 2025, which provides a compliance framework for the sale timing. The filing identifies ownership counts after each reported line, enabling reconciliation of total holdings.

SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schilling Robert David

(Last) (First) (Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/30/2025		A		470,420(1)	A	$0	1,481,747	D
Class A Common Stock	10/01/2025		S(2)		240,121	D	$17.2899(3)	1,241,626	D
Class A Common Stock	10/01/2025		S(4)		230,299	D	$17.2899(3)	1,011,327	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement. The RSUs are fully vested.

2. Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $17.085 to $17.50, 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 transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated June 23, 2025.

	/s/ Andrew Thomases, Attorney-in-Fact	10/02/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What securities did Robert David Schilling receive in the Form 4 for C3.ai (AI)?

The filing shows a grant of 470,420 RSUs, each representing the right to one share of Class A common stock; the RSUs are reported as fully vested.

How many shares were sold to cover taxes and at what price?

The issuer withheld and sold 240,121 shares to satisfy tax withholding obligations at a weighted-average price of $17.2899.

What sale was executed under a Rule 10b5-1 plan?

A sale of 230,299 shares was executed pursuant to a previously established Rule 10b5-1 trading plan dated June 23, 2025, reported at a weighted-average price of $17.2899.

What are the reported beneficial ownership amounts after the transactions?

The Form 4 lists beneficial ownership totals of 1,481,747, 1,241,626, and 1,011,327 shares on the respective reported lines.

Were the RSUs restricted or vested at grant?

The filing explicitly states the RSUs are fully vested.