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

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

Corporate Governance Expert

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.

Securities Analyst

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.

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

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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^*

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)
09/11/2025

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	09/11/2025		M		179,119	A	(1)	179,119	D
Class A Common Stock	09/12/2025		S(2)		92,000	D	$16.33(3)	87,119	D
Class A Common Stock	09/15/2025		G		87,119	D	$0	0	D
Class A Common Stock	09/15/2025		G		87,119	A	$0	3,076,227	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)	09/11/2025		M			179,119	(9)	(9)	Class A Common Stock	179,119	$0	358,294	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 $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.

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. 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.

	/s/ Andrew Thomases, Attorney-in-Fact	09/15/2025
	** 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 RSUs did Thomas M. Siebel receive for C3.ai (AI)?

The filing reports an award of 179,119 RSUs, each convertible into one share of Class A common stock upon settlement.

How many shares did Siebel sell and at what price?

The reporting person sold 92,000 shares in transactions with a weighted‑average price of $16.33 to satisfy tax withholding related to RSU vesting.

How many Class A shares does Siebel directly own after the transactions?

After the transactions, the filing shows 87,119 Class A shares held directly by the reporting person.

Does Siebel hold additional shares indirectly?

Yes. The filing discloses multiple indirect holdings including The Siebel Living Trust, First Virtual Holdings, Siebel Asset Management entities, and an irrevocable children’s trust, totaling multiple millions of Class A shares (aggregate shown as 3,076,227 indirect in one line).

What is the RSU vesting schedule?

Per the filing, one-third of the RSUs vest on the initial vesting date and one‑twelfth of the RSUs vest quarterly thereafter, subject to continued service.