C3.ai (AI) director granted stock options on 34,091 Class A shares

Rhea-AI Filing Summary

C3.ai, Inc. reported that a company director received a grant of stock options covering 34,091 shares of Class A common stock at an exercise price of $15.92 per share.

The options were granted on December 11, 2025 and are scheduled to vest in 12.5% installments at the end of each fiscal quarter from the vesting commencement date until the second anniversary, if the director remains on the board and attends the regularly scheduled board meetings in person during each quarter.

Any quarterly portion that does not vest because the director misses a regularly scheduled meeting is suspended and can vest only after the second anniversary if later attendance requirements are met, and the options expire on December 10, 2035.

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).

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^*

Clayville Michael Wayne

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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

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
Stock Option (Right to Buy)	$15.92	12/11/2025		A		34,091		(1)	12/10/2035	Class A Common Stock	34,091	$0	34,091	D

Explanation of Responses:

1. 12.5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") during the term of the option; provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter following December 11, 2025 (the "Vesting Commencement Date") until the two-year anniversary of the Vesting Commencement Date of the option date, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the second anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

	/s/ Thomas M. Siebel, Attorney-in-Fact	12/15/2025
	** 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).
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FAQ

What insider transaction did C3.ai (AI) report in this Form 4?

The filing reports that a C3.ai director received a grant of stock options to acquire 34,091 shares of Class A common stock.

What is the exercise price of the C3.ai (AI) director stock options?

The stock options reported have an exercise price of $15.92 per share for C3.ai Class A common stock.

When were the C3.ai (AI) director stock options granted and when do they expire?

The options were granted on December 11, 2025 and are scheduled to expire on December 10, 2035.

How do the C3.ai (AI) director stock options vest?

The options vest in 12.5% installments each fiscal quarter from the vesting commencement date until the second anniversary, subject to the director remaining on the board and attending regularly scheduled board meetings in person.

What happens if the C3.ai (AI) director misses a board meeting related to this option grant?

If the director fails to attend a regularly scheduled board meeting in person, the related quarterly portion does not vest and becomes suspended, and those suspended shares can vest only after the second anniversary if future attendance requirements are satisfied.

How many derivative securities does the C3.ai (AI) director beneficially own after this transaction?

After the reported transaction, the director beneficially owns 34,091 stock options directly.