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

Rhea-AI Filing Summary

Insider equity grant to a director with attendance‑based vesting. A Form 4 shows Director Richard C. Levin received a stock option to purchase 28,628 shares of Class A common stock exercisable at $19.16. The option grant date is 10/03/2025 with an expiration on 10/02/2035 and the option appears fully reported as a direct holding of 28,628 shares after the acquisition. Vesting begins on the Vesting Commencement Date (10/03/2025) and 12.5% of the shares vest on the last day of each fiscal quarter only if the director attends the regularly scheduled board meeting for that quarter; missed meetings suspend quarterly vesting and those suspended shares vest only if attendance requirements are later satisfied after the two‑year anniversary.

Positive

• Director received equity compensation of 28,628 option shares, aligning interests with shareholders
• Long exercise window through 10/02/2035 gives time for value realization

Negative

• Vesting is conditional on in‑person attendance at scheduled board meetings; missed meetings suspend quarterly vesting
• Vested shares delayed for suspended shares until after the two‑year anniversary if attendance lapses

Insights

Corporate Governance Analyst

Grant aligns director incentives but includes strict attendance conditions.

The award of a 28,628-share option at an exercise price of $19.16 provides an ownership stake that ties the director economically to shareholder outcomes over a 10-year life through 10/02/2035. The structure is standard for compensation but is notable because the report lists the position as Director and the holding as direct.

The vesting schedule conditions 12.5% quarterly vesting on in-person attendance at regularly scheduled board meetings, with suspended shares delayed until post‑two‑year compliance. This creates a governance lever to encourage meeting participation but introduces execution risk if attendance is interrupted over the vesting window; monitor quarterly meeting schedules and any amendments to the plan over the next 2 years.

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
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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^*

LEVIN RICHARD C

(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)
10/03/2025

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)	$19.16	10/03/2025		A		28,628		(1)	10/02/2035	Class A Common Stock	28,628	$0	28,628	D

Explanation of Responses:

1. 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 October 3, 2025 (the "Vesting Commencement Date") until the two-year anniversary date, 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, 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/ Andrew Thomases, Attorney-in-Fact	10/07/2025
	** 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 did C3.ai (AI) report on Form 4 for director Richard C. Levin?

The Form 4 reports an option grant to purchase 28,628 shares of Class A common stock at an exercise price of $19.16, dated 10/03/2025.

When does the option granted to the director expire?

The option has an expiration date of 10/02/2035.

How does vesting work for the option granted on 10/03/2025?

Vesting begins on the Vesting Commencement Date and 12.5% of the shares vest on the last day of each fiscal quarter if the director attends the regularly scheduled board meeting that quarter; missed meetings suspend vesting.

Are the reported shares held directly or indirectly?

The Form 4 reports the 28,628 underlying Class A shares as held directly by the reporting person.

What happens to suspended quarterly shares under the vesting schedule?

Suspended shares do not vest at the scheduled quarter and will vest only after the two‑year anniversary if the director later satisfies the attendance requirements.

Who signed the Form 4 filing and when?

The Form 4 was signed under power of attorney by Andrew Thomases, Attorney‑in‑Fact on 10/07/2025.