AI Form 4: 30,264-share option granted to director; vesting ties to attendance

Rhea-AI Filing Summary

Stephen M. Ward Jr., a director of C3.ai, Inc. (AI), reported an acquisition on 10/03/2025 of a stock option covering 30,264 shares of Class A common stock with an exercise price of $19.16. Following the reported transaction the filing shows 30,264 shares beneficially owned directly. The option includes a time‑based vesting schedule that begins on 10/03/2025 (the Vesting Commencement Date): 12.5% of the optioned shares vest on the last day of each fiscal quarter while the director remains a board member and attends each regularly scheduled in‑person board meeting during the two years after the Vesting Commencement Date. Missed meetings suspend quarterly vesting; suspended shares may vest later if attendance requirements are subsequently met. The option appears to expire on 10/02/2035.

Positive

• Director received a sizable equity award of 30,264 optioned shares, aligning incentives with shareholders
• Direct ownership recorded immediately after the transaction, increasing the director's stake in the company
• Phased vesting (12.5% quarterly) supports retention over the two‑year vesting window

Negative

• Vesting is contingent on in‑person attendance; missed meetings suspend vesting and delay share accrual
• Exercise price is $19.16, so the option has value only if stock trades above that level before expiration
• Suspended shares only vest after the two‑year anniversary if attendance conditions are later satisfied, adding execution risk to the award

Insights

Corporate Governance Analyst

Director grant aligns pay with shareholder outcomes but ties vesting to attendance.

The grant of a 30,264-share option at an exercise price of $19.16 directly links a director's compensation to future equity performance, which can align interests with shareholders if the stock appreciates. The option is recorded as direct ownership following the transaction.

Vesting is conditional on in‑person attendance each fiscal quarter for two years, with 12.5% of shares vesting per quarter and suspension for missed meetings. This attendance trigger reduces automatic vesting and creates a governance control that the company can enforce; monitor meeting schedules and any changes to attendance policy over the next two years.

Compensation Analyst

Time‑based option plus attendance suspension creates retention and accountability incentives.

The option vests 12.5% per fiscal quarter starting on 10/03/2025 through the two‑year anniversary, which is a relatively standard phased schedule concentrated over the short term. The presence of suspended shares that only vest after meeting attendance conditions adds a contingency that can preserve retention value if duties resume.

Key items to watch: the actual number of quarters completed and any documented missed in‑person meetings over the next two years, plus the option's stated expiration on 10/02/2035, which caps the exercise window.

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^*

WARD JR STEPHEN M

(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).
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FAQ

What did Stephen M. Ward Jr. report on Form 4 for C3.ai (AI)?

He reported an acquisition on 10/03/2025 of a stock option covering 30,264 Class A shares with an exercise price of $19.16, resulting in 30,264 shares beneficially owned directly.

When does the option begin vesting and what is the schedule?

Vesting begins on the Vesting Commencement Date, 10/03/2025, with 12.5% of the shares vesting on the last day of each fiscal quarter while the director remains a board member and attends in‑person meetings, continuing until the two‑year anniversary.

What happens if the director misses a regularly scheduled board meeting?

If the director fails to attend a regularly scheduled in‑person board meeting, vesting for that quarter's 12.5% of shares is suspended; suspended shares only vest after the two‑year anniversary if attendance requirements are later met.

How long is the option exercisable?

The filing shows an expiration or exercisable date listed as 10/02/2035, which indicates the option carries a long exercise window.

Is the reported ownership direct or indirect?

The Form 4 lists the post‑transaction ownership as direct ownership of 30,264 shares.