C3.ai CEO sells 22,780 shares for tax withholding
C3.ai CEO Thomas M. Siebel reported RSU vesting, a tax-related share sale, and significant gifted and indirect Class A common stock holdings.
Rhea-AI Filing Summary
C3.ai, Inc. (symbol: AI) is the issuer of record for a Form 4 filing submitted to the SEC. C3.ai, Inc. insider Thomas M. Siebel, CEO, chairman, and more than ten percent owner, reported several equity transactions involving Class A common stock and restricted stock units. On September 11, 2026, 44,766 restricted stock units were converted into 44,766 shares of Class A common stock, leaving 179,228 restricted stock units outstanding.
On September 14, 2026, 22,780 shares of Class A common stock were sold at a weighted-average price around $10.56 per share, in multiple trades between $10.56 and $10.75, to satisfy tax withholding obligations related to the RSU vesting. The same day, 21,986 shares were transferred as a bona fide gift from Siebel’s direct holdings and received indirectly by The Siebel Living Trust, where he serves as trustee. Additional indirect holdings are reported in entities including First Virtual Holdings, LLC, Siebel Asset Management partnerships, and The Siebel 2011 Irrevocable Children's Trust. No Rule 10b5‑1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
9 txns
Insider
SIEBEL THOMAS M
Role
CEO and Chairman of the Board
Sold
22,780 shs ($241K)
Approx. gross sale proceeds
$241K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock F2, F3 | 22,780 | $10.56 | $241K |
| Gift | Class A Common Stock | 21,986 | $0.00 | $0.00 |
| Gift | Class A Common Stock F4 | 21,986 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F1, F9 | 44,766 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1 | 44,766 | -- | -- |
| 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:
Restricted Stock Units — 179,228 contracts (Direct);
Class A Common Stock — 722,362 shares (Direct);
Class A Common Stock — 8,594,339 shares (Indirect, See Footnote)
Footnotes (9)
- F1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
- F2. 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.
- F3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.56 to $10.75 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.
- 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.
- F5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
- F6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
- F7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
- F8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
- F9. 1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.
Key Figures
Shares sold for tax withholding: 22,780 shares
Weighted-average sale price: $10.56 per share
RSUs converted to shares: 44,766 restricted stock units
+3 more
6 metrics
Shares sold for tax withholding
22,780 shares
Class A common stock sold on September 14, 2026 to satisfy RSU-related tax withholding
Weighted-average sale price
$10.56 per share
Weighted-average price for 22,780 shares sold on September 14, 2026, with trades from $10.56 to $10.75
RSUs converted to shares
44,766 restricted stock units
RSUs converted into Class A common stock on September 11, 2026
RSUs remaining after conversion
179,228 restricted stock units
Restricted stock units reported as outstanding after the September 11, 2026 conversion
Shares transferred as gifts (each leg)
21,986 shares
One disposition from direct holdings and one acquisition by The Siebel Living Trust on September 14, 2026
Total shares involved in gifts
43,972 shares
Aggregate of two related bona fide gift transfers on September 14, 2026
Key Terms
Restricted Stock Unit, bona fide gift, weighted-average price, tax withholding obligations, +1 more
5 terms
Restricted Stock Unit financial
"Each Restricted Stock Unit (RSU) represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
bona fide gift financial
"The transaction code description states the transfer is a bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
weighted-average price financial
"The price reported is a weighted-average price for shares sold between $10.56 and $10.75"
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.
tax withholding obligations financial
"Shares were automatically withheld and sold to satisfy the Reporting Person's tax withholding obligations"
co-trustee financial
"The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did C3.ai (AI) CEO Thomas M. Siebel report on this Form 4?
He reported RSU vesting into 44,766 shares of Class A common stock on September 11, 2026, a tax-related sale of 22,780 shares on September 14, 2026, and gift transfers of 21,986 shares that day between his direct holdings and a family trust.
Were Thomas M. Siebel’s C3.ai (AI) transactions made under a Rule 10b5-1 plan?
No. The filing indicates that no Rule 10b5‑1 trading plan is reported for these transactions. The share sale on September 14, 2026, was described as an automatic sale by the issuer to satisfy tax withholding obligations from RSU vesting.
What RSU activity did Thomas M. Siebel report for C3.ai (AI)?
He reported the conversion of 44,766 restricted stock units into 44,766 shares of Class A common stock on September 11, 2026. Each restricted stock unit represents a contingent right to receive one share on settlement. After this event, 179,228 restricted stock units remained outstanding.
What indirect holdings of C3.ai (AI) stock are associated with Thomas M. Siebel?
Indirect holdings are reported in entities including The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust, where he has roles such as trustee, chairman, or general partner.
AI-generated analysis. How Rhea-AI works. Not financial advice.
