C3.ai (NYSE: AI) chair logs RSU vesting, tax sale and share gifts

Rhea-AI Filing Summary

C3.ai Executive Chairman Thomas M. Siebel reported multiple share transactions involving Class A Common Stock. On May 1, 2026, he exercised 53,125 Restricted Stock Units (RSUs), converting them into the same number of common shares at a stated price of $0.00 per share, and the RSU derivative position was reduced to zero.

On May 4, 2026, 27,210 shares were sold at a weighted-average price of $9.27 per share. A footnote explains these shares were automatically withheld and sold by the issuer to satisfy Siebel’s tax withholding obligations related to the RSU vesting, indicating a mechanistic tax transaction rather than a discretionary open-market sale.

On May 5, 2026, Siebel made two bona fide gifts totaling 51,830 shares, with 25,915 shares transferred from indirect holdings through entities such as trusts and partnerships and 25,915 shares from his direct holdings. After these transactions, he continued to hold substantial direct and indirect positions, including 722,362 directly held shares and 720,103 shares held indirectly through a trust.

Insights

Equity compensation and insider-trading analyst

Siebel’s Form 4 shows routine RSU vesting, tax-related sales, and charitable-style gifts, with large shareholdings remaining.

The filing for C3.ai, Inc. shows Thomas M. Siebel converting 53,125 RSUs into Class A shares on May 1, 2026. This is a standard equity-compensation event that shifts value from a derivative award into common stock, with the RSU balance for this grant going to zero.

On May 4, 2026, 27,210 shares were sold at a weighted-average price of $9.27 per share. A footnote states these shares were automatically withheld and sold by the issuer to cover tax withholding for the RSU vesting, so this is a tax-driven disposition rather than a discretionary open-market trade.

Two bona fide gifts totaling 51,830 shares on May 5, 2026 further reduce his reported holdings but do not generate cash proceeds. After these moves, Siebel still reports sizeable direct ownership of 722,362 shares and significant additional indirect holdings via trusts and investment entities, suggesting the economic exposure visible in this filing remains large relative to the transaction sizes.

Insider Trade Summary

Net Seller: 27,210 shares ($252,237)

Net Sell 9 txns

Insider SIEBEL THOMAS M

Role Executive Chairman

Sold 27,210 shs ($252K)

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	25,915	$0.00	--
Gift	Class A Common Stock	25,915	$0.00	--
Sale	Class A Common Stock	27,210	$9.27	$252K
Exercise	Restricted Stock Units	53,125	$0.00	--
Exercise	Class A Common Stock	53,125	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 722,362 shares (Direct, null); Class A Common Stock — 720,103 shares (Indirect, See Footnote); Restricted Stock Units — 0 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 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. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $9.23 to $9.305, 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. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee. 6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

Key Figures

RSUs converted: 53,125 shares Tax-related sale: 27,210 shares at $9.27/share Shares gifted: 51,830 shares +4 more

7 metrics

RSUs converted 53,125 shares Restricted Stock Units converted to Class A Common Stock on May 1, 2026

Tax-related sale 27,210 shares at $9.27/share Shares automatically sold by issuer on May 4, 2026 to cover RSU tax withholding

Shares gifted 51,830 shares Two bona fide gifts of 25,915 shares each on May 5, 2026

Direct holdings after transactions 722,362 shares Direct Class A Common Stock ownership reported after May 5, 2026 gift

Indirect trust holdings after gift 720,103 shares Class A shares held by The Siebel Living Trust after May 5, 2026 gift

Total gift shares 51,830 shares transactionSummary giftShares for bona fide gifts

Net buy/sell shares 27,210 shares net-sell transactionSummary netBuySellShares reflecting tax-related sale

Key Terms

Restricted Stock Unit (RSU), bona fide gift, weighted-average price, indirect ownership, +1 more

5 terms

Restricted Stock Unit (RSU) financial

"Each Restricted Stock Unit (RSU) represents a contingent right to receive one share"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

bona fide gift financial

"transaction_code_description": "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. These shares were sold in multiple transactions"

indirect ownership financial

"direct_or_indirect": "I","nature_of_ownership": "See Footnote""

tax withholding obligations financial

"automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations"

Form 4 Insider Transactions: What Each Field Means →

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

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).

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/01/2026		M		53,125	A	(1)	775,487	D
Class A Common Stock	05/04/2026		S(2)		27,210	D	$9.27(3)	748,277	D
Class A Common Stock	05/05/2026		G		25,915	D	$0	722,362	D
Class A Common Stock	05/05/2026		G		25,915	A	$0	720,103	I	See Footnote(4)
Class A Common Stock								9,216	I	See Footnote(5)
Class A Common Stock								170,294	I	See Footnote(6)
Class A Common Stock								72,695	I	See Footnote(7)
Class A Common Stock								1,237,115	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/01/2026		M			53,125	(9)	(9)	Class A Common Stock	53,125	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

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 $9.23 to $9.305, 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. 6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	05/05/2026
	** 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.
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)

FAQ

What transactions did Thomas M. Siebel report in this C3.ai (AI) Form 4?

Thomas M. Siebel reported exercising 53,125 RSUs into Class A Common Stock, a tax-related sale of 27,210 shares at a weighted-average $9.27 per share, and two bona fide gifts totaling 51,830 shares, split equally between indirect and direct holdings.

How many C3.ai (AI) shares did Siebel sell, and at what price?

Siebel reported a sale of 27,210 C3.ai Class A shares at a weighted-average price of $9.27 per share. A footnote explains these shares were automatically withheld and sold by the issuer to satisfy his tax withholding obligations from RSU vesting, rather than a discretionary sale.

What RSU-related activity did Siebel disclose for C3.ai (AI)?

Siebel disclosed that 53,125 Restricted Stock Units vested and were converted into 53,125 shares of C3.ai Class A Common Stock on May 1, 2026. The corresponding RSU derivative entry shows a remaining balance of zero, indicating this specific RSU award was fully settled into common shares.

How many C3.ai (AI) shares did Siebel gift, and from which holdings?

Siebel reported two bona fide gifts totaling 51,830 C3.ai shares on May 5, 2026. One gift transferred 25,915 indirectly held shares associated with entities such as trusts and partnerships, while the second gift transferred 25,915 shares from his directly held Class A Common Stock position.

What are Siebel’s remaining C3.ai (AI) shareholdings after these transactions?

After the reported transactions, Siebel’s direct ownership stands at 722,362 C3.ai Class A shares. Indirectly, he reports holdings including 720,103 shares in a living trust and additional blocks in other entities, indicating he still maintains substantial overall exposure to the company’s equity.

Are Siebel’s C3.ai (AI) share sales in this Form 4 discretionary market trades?

The Form 4 states that 27,210 shares were sold at a weighted-average $9.27 price, but a footnote clarifies they were automatically withheld and sold by the issuer to cover RSU-related tax obligations, characterizing them as tax-driven rather than discretionary open-market transactions.