C3.ai (NYSE: AI) chair Siebel sells, gifts and exercises RSUs

Rhea-AI Filing Summary

C3.ai, Inc. Executive Chairman Thomas M. Siebel reported several equity transactions involving the company’s Class A common stock and related equity awards. On March 1, 2026, he exercised 32,736 Restricted Stock Units, converting them into the same number of Class A shares at a stated price of $0.00 per share.

On March 2, 2026, Siebel sold 17,655 Class A shares in an open‑market transaction at a weighted‑average price of $7.79 per share, with individual trades ranging from $7.75 to $7.82. On March 3, 2026, he made bona fide gifts totaling 15,081 Class A shares from his direct holdings and an additional 15,081 shares from entities such as The Siebel Living Trust and affiliated investment vehicles, which hold shares associated with him.

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

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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^*

SIEBEL THOMAS M

(Last) (First) (Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY CA 94603

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		32,736	A	(1)	755,098	D
Class A Common Stock	03/02/2026		S(2)		17,655	D	$7.79(3)	737,443	D
Class A Common Stock	03/03/2026		G		15,081	D	$0	722,362	D
Class A Common Stock	03/03/2026		G		15,081	A	$0	672,857	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)	03/01/2026		M			32,736	(9)	(9)	Class A Common Stock	32,736	$0	98,210	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 $7.75 to $7.82, 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. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	03/03/2026
	** 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.
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FAQ

What insider transactions did C3.ai (AI) report for Thomas M. Siebel?

Thomas M. Siebel reported exercising 32,736 Restricted Stock Units into Class A shares, selling 17,655 Class A shares in the open market, and making bona fide gifts totaling 30,162 Class A shares from direct and entity-associated holdings over early March 2026.

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

Thomas M. Siebel sold 17,655 shares of C3.ai Class A common stock at a weighted-average price of $7.79 per share. The sale occurred through multiple trades with individual prices ranging from $7.75 to $7.82, according to the reported transaction details.

What equity awards did Thomas M. Siebel exercise in C3.ai (AI)?

Siebel exercised 32,736 Restricted Stock Units, each converting into one share of C3.ai Class A common stock at a stated price of $0.00. These RSUs vest in twelfths on each quarterly anniversary from December 1, 2023, subject to his continued service.

What types of gifts of C3.ai (AI) stock were reported by entities linked to Thomas M. Siebel?

Bona fide gifts of 15,081 Class A shares were reported from Siebel’s direct holdings and 15,081 shares from entities such as The Siebel Living Trust and various Siebel investment entities, which hold C3.ai shares associated with him as trustee, chairman, general partner, or co‑trustee.

How are some of Thomas M. Siebel’s C3.ai (AI) holdings structured?

Portions of Siebel’s C3.ai Class A holdings are held through entities including The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management partnerships, and The Siebel 2011 Irrevocable Children’s Trust, where he serves as trustee, chairman, general partner, or co‑trustee.