C3.ai (AI) CFO reports RSU vesting and sale of 15,042 shares

Rhea-AI Filing Summary

C3.ai’s Chief Financial Officer reported equity compensation activity involving the company’s Class A common stock. On December 15, 2025, restricted stock units (RSUs) converted into 8,008, 1,000 and 20,000 shares at an exercise price of $0, increasing the officer’s direct holdings.

On December 16, 2025, 15,042 shares were automatically sold at a weighted-average price of $14.38 to satisfy tax withholding obligations related to the RSU vesting. After these transactions, the officer directly owned 223,120 Class A shares and continued to hold RSUs that vest over time as service with the company continues.

Insider Trade Summary

Net Seller: 15,042 shares ($216,304)

Net Sell 7 txns

Insider Lath Hitesh

Role CHIEF FINANCIAL OFFICER

Sold 15,042 shs ($216K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	15,042	$14.38	$216K
Exercise	Restricted Stock Units	8,008	$0.00	--
Exercise	Restricted Stock Units	1,000	$0.00	--
Exercise	Restricted Stock Units	20,000	$0.00	--
Exercise	Class A Common Stock	8,008	$0.00	--
Exercise	Class A Common Stock	1,000	$0.00	--
Exercise	Class A Common Stock	20,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 223,120 shares (Direct); Restricted Stock Units — 96,093 shares (Direct)

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 $14.2639 to $14.53, 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. 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

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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^*

Lath Hitesh

(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)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		8,008	A	$0(1)	217,162	D
Class A Common Stock	12/15/2025		M		1,000	A	$0(1)	218,162	D
Class A Common Stock	12/15/2025		M		20,000	A	$0(1)	238,162	D
Class A Common Stock	12/16/2025		S(2)		15,042	D	$14.38(3)	223,120	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
Restricted Stock Units	(1)	12/15/2025		M			8,008	(4)	(4)	Class A Common Stock	8,008	$0	96,093	D
Restricted Stock Units	(1)	12/15/2025		M			1,000	(5)	(5)	Class A Common Stock	1,000	$0	14,000	D
Restricted Stock Units	(1)	12/15/2025		M			20,000	(6)	(6)	Class A Common Stock	20,000	$0	300,000	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 $14.2639 to $14.53, 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. 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

5. 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

6. 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

Remarks:

Exhibit 24-Power of Attorney

	/s/ Sasha Pesic, Attorney-in-Fact	12/17/2025
	** 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.
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.