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

Rhea-AI Filing Summary

Thomas M. Siebel, CEO, director and >10% owner of C3.ai (AI), sold 577,678 shares of Class A common stock on 08/12/2025 under a previously established Rule 10b5-1 trading plan dated 09/20/2024. The reported weighted-average sale price was $16.78, with individual trade prices ranging from $16.165 to $17.11. After the reported disposition, the filing shows the Reporting Person beneficially owns 2,973,572 shares of Class A common stock, including shares held through The Siebel Living Trust, First Virtual Holdings LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust. The Form 4 was signed by an attorney-in-fact on 08/14/2025.

Positive

• Sale executed under a pre-established Rule 10b5-1 trading plan, which provides an affirmative defense against insider trading claims
• Detailed disclosure of indirect holdings (trusts and investment entities) clarifies ownership structure
• Weighted-average sale price and price range disclosed, enhancing transparency about the transactions

Negative

• Reported disposition of 577,678 shares reduced the Reporting Person's direct/indirect holding total
• Significant insider sale may attract investor attention even though it was pursuant to a 10b5-1 plan

Insights

Financial Analyst

TL;DR: Insider sold 577,678 shares under a pre-established 10b5-1 plan; materiality appears limited relative to total beneficial holdings reported.

The sale was executed pursuant to a Rule 10b5-1 plan, which reduces the likelihood the trades were based on undisclosed company information. The filing discloses a weighted-average price of $16.78 and price range of $16.165 to $17.11 for the multiple transactions. Post-transaction beneficial ownership totals 2,973,572 Class A shares across several trusts and entities, indicating concentrated insider ownership remains. From an analyst perspective, this is a routine insider liquidity event rather than an operational disclosure.

Corporate Governance Expert

TL;DR: Transaction follows formal 10b5-1 plan; documentation and entity disclosures are complete and transparent.

The Form 4 identifies the reporting person as CEO, director and >10% owner and lists the specific entities that hold shares indirectly, with clear footnotes describing trustee and general partner roles. The filer provided the 10b5-1 plan date and price range details, and the signature by an attorney-in-fact is included. For governance review, disclosures meet standard SEC Form 4 expectations and provide sufficient traceability of indirect holdings.

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).

X

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)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		S(1)		577,678	D	$16.78(2)	2,973,572	I	See Footnote(3)
Class A Common Stock								9,216	I	See Footnote(4)
Class A Common Stock								170,294	I	See Footnote(5)
Class A Common Stock								72,695	I	See Footnote(6)
Class A Common Stock								1,237,115	I	See Footnote(7)

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

Explanation of Responses:

1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.

2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $16.165 to $17.11, 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.

3. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

4. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

5. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

6. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

7. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

	/s/ Andrew Thomases, Attorney-in-Fact	08/14/2025
	** 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.

FAQ

What did Thomas M. Siebel sell according to the Form 4 for C3.ai (AI)?

He sold 577,678 shares of Class A common stock on 08/12/2025 as reported on the Form 4.

At what price were the shares sold in the Form 4 filing for AI?

The weighted-average price was $16.78, with individual trade prices ranging from $16.165 to $17.11.

Was the sale by Thomas M. Siebel part of a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan dated September 20, 2024.

How many Class A shares does the reporting person beneficially own after the sale?

The Form 4 reports 2,973,572 shares of Class A common stock beneficially owned following the transaction.

Who signed the Form 4 filing for Thomas M. Siebel?

The Form 4 was signed by Andrew Thomases, Attorney-in-Fact, on 08/14/2025.