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C3.ai Executive Chair reports RSU vesting, sale, and 25,580-share gift

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

C3.ai (AI) disclosed insider transactions by its Executive Chairman. On 11/01/2025, the reporting person converted 53,125 RSUs into Class A shares. On 11/03/2025, 27,545 shares were sold at a weighted-average $17.30 to satisfy tax withholding, with trades ranging $17.19–$17.37. On 11/04/2025, 25,580 shares were transferred as a gift at $0, moving from direct to indirect ownership via a family trust.

Following these transactions, indirect holdings include 1,980,880 shares held by The Siebel Living Trust and additional stakes through affiliated entities. Derivative holdings show 106,250 RSUs remaining after the vesting.

Positive

  • None.

Negative

  • None.
Insider SIEBEL THOMAS M
Role Executive Chairman
Sold 27,545 shs ($477K)
Type Security Shares Price Value
Gift Class A Common Stock 25,580 $0.00 --
Gift Class A Common Stock 25,580 $0.00 --
Sale Class A Common Stock 27,545 $17.30 $477K
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 — 0 shares (Direct); Class A Common Stock — 1,980,880 shares (Indirect, See Footnote); Restricted Stock Units — 106,250 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 $17.19 to $17.37, 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 each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall 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*
SIEBEL THOMAS M
(Last) (First) (Middle)
C/O C3.AI, INC.
1400 SEAPORT BLVD
(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)
11/01/2025
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 11/01/2025 M 53,125 A (1) 53,125 D
Class A Common Stock 11/03/2025 S(2) 27,545 D $17.3(3) 25,580 D
Class A Common Stock 11/04/2025 G 25,580 D $0 0 D
Class A Common Stock 11/04/2025 G 25,580 A $0 1,980,880 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) 11/01/2025 M 53,125 (9) (9) Class A Common Stock 53,125 $0 106,250 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 $17.19 to $17.37, 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 each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
/s/ Andrew Thomases, Attorney-in-Fact 11/04/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions were reported for C3.ai (AI)?

The Executive Chairman converted 53,125 RSUs on 11/01/2025, sold 27,545 shares at a weighted-average $17.30 on 11/03/2025, and gifted 25,580 shares on 11/04/2025.

Were C3.ai shares sold to cover taxes?

Yes. The filing states the 27,545-share sale at $17.19–$17.37 was to satisfy tax withholding obligations related to RSU vesting.

What are the reporting person’s indirect holdings in C3.ai after the transactions?

Indirect holdings include 1,980,880 shares in The Siebel Living Trust, plus 9,216, 170,294, 72,695, and 1,237,115 shares held via affiliated entities.

How many RSUs remain outstanding for the reporting person at C3.ai?

Derivative holdings show 106,250 RSUs remaining after the 53,125 RSUs vested on 11/01/2025.

What was the nature of the 11/04/2025 transfers?

They were coded G (gift) at $0, moving 25,580 shares from direct to indirect ownership via a trust.

What roles does the reporting person hold at C3.ai (AI)?

The reporting person is a Director, 10% Owner, and Executive Chairman.