C3.ai chair sells 511,732 shares after option exercise

C3.ai Executive Chairman Thomas M. Siebel, a director and 10% owner, reported a planned stock transaction in Class A common shares.

Rhea-AI Filing Summary

C3.ai Executive Chairman Thomas M. Siebel, a director and 10% owner, reported a planned stock transaction in Class A common shares. On February 10, 2026, he exercised stock options for 511,732 shares at an exercise price of $2.04 per share and then sold 511,732 shares in open-market transactions at a weighted-average price of $11.66 per share.

The filing shows he directly held 722,362 Class A shares afterward, plus additional indirect holdings through various entities, including The Siebel Living Trust, First Virtual Holdings LLC, Siebel Asset Management partnerships, and The Siebel 2011 Irrevocable Children's Trust. The activity was carried out under a pre-established Rule 10b5-1 trading plan dated September 20, 2024, and the exercised option was fully vested.

Insider Trade Summary

Exercise and Sale: 511,732 shares ($4.92M approx. pre-tax spread)

Exercise and Sale 8 txns

Insider SIEBEL THOMAS M

Role Executive Chairman

Sold 511,732 shs ($5.97M)

Approx. gross sale proceeds $5.97M

Approx. exercise cost $1.04M

Approx. pre-tax spread $4.92M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	511,732	$0.00	$0.00
Exercise	Class A Common Stock	511,732	$2.04	$1.04M
Sale	Class A Common Stock	511,732	$11.66	$5.97M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 2,275,682 contracts (Direct); Class A Common Stock — 722,362 shares (Direct); Class A Common Stock — 2,147,096 shares (Indirect, See Footnote)

Footnotes (8)

1. F1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.
2. F2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $11.46 to $12.05, 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. F3. The shares are held by The Siebel Living Trust u/a/d 7/27/93, a amended, of which the Reporting Person is trustee
4. F4. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
5. F5. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
6. F6. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
7. F7. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
8. F8. Fully vested.

FAQ

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

C3.ai (AI) reported that Executive Chairman Thomas M. Siebel exercised 511,732 stock options and sold 511,732 Class A shares. The trades occurred on February 10, 2026 as part of a disclosed Rule 10b5-1 trading plan established in September 2024.

At what prices did Thomas M. Siebel exercise and sell C3.ai (AI) shares?

Thomas M. Siebel exercised C3.ai (AI) stock options at $2.04 per share and sold 511,732 Class A shares at a weighted-average price of $11.66. The sales occurred in multiple trades between $11.46 and $12.05 per share on February 10, 2026.

How many C3.ai (AI) shares does Thomas M. Siebel hold directly after this Form 4?

After the reported transactions, Thomas M. Siebel directly holds 722,362 C3.ai (AI) Class A common shares. The Form 4 also lists significant indirect holdings through trusts, an LLC, and limited partnerships associated with Siebel, reflecting additional beneficial ownership structures.

Was the C3.ai (AI) insider sale by Thomas M. Siebel under a Rule 10b5-1 plan?

Yes. The Form 4 states the reported C3.ai (AI) sale was effected under a previously established Rule 10b5-1 trading plan. That plan was dated September 20, 2024, indicating the transactions were pre-arranged rather than newly initiated trading decisions.

What stock option did Thomas M. Siebel exercise in this C3.ai (AI) filing?

Thomas M. Siebel exercised a fully vested stock option covering 511,732 C3.ai (AI) Class A shares at a $2.04 exercise price. Following this exercise, he beneficially owned 2,275,682 derivative securities, according to the derivative securities table included in the Form 4.

What indirect C3.ai (AI) holdings related to Thomas M. Siebel are disclosed?

Indirect C3.ai (AI) holdings are reported through several entities: 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, where Siebel serves as trustee, chairman, general partner, or co-trustee.

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Accepted by SEC EDGAR 02/12/2026 - 05:00 PM Learn about SEC filing dates

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, 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)
02/10/2026

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	02/10/2026		M(1)		511,732	A	$2.04	1,234,094	D
Class A Common Stock	02/10/2026		S(1)		511,732	D	$11.66(2)	722,362	D
Class A Common Stock								657,776	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
Stock Option (Right to Buy)	$2.04	02/10/2026		M(1)			511,732	(8)	11/07/2027	Class A Common Stock	511,732	$0	2,275,682	D

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 $11.46 to $12.05, 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, a 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.

8. Fully vested.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	02/12/2026
	** 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.
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.