AI Form 4: 30,264 Options to Director Vesting Quarterly from 10/03/2025

Rhea-AI Filing Summary

C3.ai, Inc. (AI) reported a Form 4 filing showing that director D. Bruce Sewell was granted 30,264 stock options on 10/03/2025 with an exercise price of $19.16 per share. The options are exercisable through 10/02/2035 and are held directly by the reporting person.

The awards vest on a quarterly schedule starting on the Vesting Commencement Date of 10/03/2025, with 12.5% of the option shares vesting on the last day of each fiscal quarter for two years, subject to the director’s in-person attendance at regularly scheduled board meetings. Missed meetings suspend vesting for the affected quarterly tranche until attendance requirements are later satisfied. The report was signed by an attorney-in-fact on 10/07/2025.

Positive

• 30,264 options granted aligns director incentives with shareholders through equity ownership
• Long-term term (until 10/02/2035) supports retention and focus on multi-year performance
• Direct ownership simplifies alignment—options are held directly by the reporting person

Negative

• Vesting suspended for missed board meetings, creating execution risk if attendance lapses
• Potential dilution if all 30,264 options are exercised over the ten-year term

Insights

Corporate Governance Analyst

Director option grant ties compensation to long-term share performance while enforcing board attendance.

The grant of 30,264 options at an exercise price of $19.16 vests across quarterly tranches beginning 10/03/2025, encouraging continued service through the two-year vesting window ending after the second anniversary. The direct ownership form signals straightforward alignment between the director and shareholders.

Vesting is explicitly conditioned on in-person attendance at regularly scheduled board meetings; missed meetings suspend vesting until attendance requirements are met. Monitor quarterly vesting results and any future filings that show exercised options or changes in beneficial ownership.

Compensation & Dilution Specialist

The grant is a routine long-term incentive but creates a known dilution cap of 30,264 shares if fully exercised.

With an exercise price of $19.16 and a ten-year term to 10/02/2035, the award is a standard equity-based retention tool that vests 12.5% per quarter for two years. The terms tie realized value to future share price appreciation above the exercise price.

Near-term investor items to watch include any Form 4 updates showing exercises or sales and the company's overall outstanding share count to quantify dilution from full exercise of these options within the stated ten-year term.

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^*

SEWELL D BRUCE

(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		30,264		(1)	10/02/2035	Class A Common Stock	30,264	$0	30,264	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) disclose in the Form 4 filed on 10/07/2025?

The filing shows director D. Bruce Sewell received 30,264 stock options on 10/03/2025 with an exercise price of $19.16 and an expiration of 10/02/2035.

How do the options for the AI director vest?

Options vest quarterly starting on 10/03/2025 with 12.5% of the shares vesting on the last day of each fiscal quarter for two years, subject to required in-person board meeting attendance.

Are the options held directly or indirectly for the AI director?

The options are reported as held directly by the reporting person.

What is the exercise price and expiration for the AI director options?

The exercise price is $19.16 per share and the options expire on 10/02/2035.

Will missed board meetings affect vesting of the AI director's options?

Yes. If the director fails to attend a regularly scheduled in-person board meeting, vesting for that quarter's tranche will be suspended until attendance requirements are later met.