AI Form 4: Siebel Reports RSU Grant and Tax-Related Share Sale
Rhea-AI Filing Summary
Thomas M. Siebel, Executive Chairman of C3.ai (AI), reported changes in his beneficial ownership tied to restricted stock units (RSUs) and a small open-market sale. A grant of 179,119 RSUs was recorded as acquired on 09/11/2025; each RSU converts to one Class A share upon settlement. The RSUs vest in installments (one-third at the first vesting date and then quarterly at one‑twelfth thereafter). The reporting person had 179,119 direct shares after the RSU grant, sold 92,000 shares at a weighted-average price of $16.33 to satisfy tax withholding, leaving 87,119 direct shares. The filing also discloses substantial indirect holdings across trusts and affiliated entities totaling multiple million Class A shares.
Positive
- Large indirect ownership disclosed across trusts and affiliated entities, indicating continued concentrated economic and voting interest
- RSUs vesting schedule defined, which staggers future share settlement and provides transparency on timing of potential dilution
Negative
- Open-market sale of 92,000 shares at a weighted-average price of $16.33 reduced direct ownership to 87,119 shares
- Settlement of RSUs will increase share count when vested and converted to Class A common stock
Insights
TL;DR: Routine equity compensation vesting with tax‑related share withholding and extensive indirect holdings via trusts and management entities.
The filing documents a standard executive compensation event: 179,119 RSUs granted and subject to scheduled vesting. The automatic sale of 92,000 shares at a weighted average of $16.33 was executed to satisfy withholding obligations, a common practice that reduces direct share count but does not necessarily change overall economic exposure due to sizable indirect holdings. The disclosure of multiple affiliated entities and trusts holding substantial Class A shares is important for understanding aggregate control and voting influence.
TL;DR: Insider received a sizeable RSU award and used share sales to cover taxes; material ownership remains concentrated indirectly.
The RSU award increases potential future dilution when settled but vests over time, limiting immediate transfer. The 92,000-share sale at a weighted average of $16.235–$16.41 reduced direct holdings to 87,119 shares. However, the reporting person retains significant indirect positions through a living trust, investment vehicles, and an irrevocable children’s trust, which together represent millions of Class A shares and preserve concentrated ownership and control considerations for investors analyzing governance and voting outcomes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 87,119 | $0.00 | -- |
| Gift | Class A Common Stock | 87,119 | $0.00 | -- |
| Sale | Class A Common Stock | 92,000 | $16.33 | $1.50M |
| Exercise | Restricted Stock Units | 179,119 | $0.00 | -- |
| Exercise | Class A Common Stock | 179,119 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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 $16.235 to $16.41, 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. 1/3rd of the RSUs shall vest on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting date.
