C3.ai (NYSE: AI) director John E. Hyten reports RSU cash settlement

Rhea-AI Filing Summary

C3.ai, Inc. director John E. Hyten reported a disposition of 2,500 shares of Class A Common Stock on January 15, 2026 related to restricted stock units settled in cash. The filing explains that 2,500 of 5,000 restricted stock units that vested on that date were settled in cash rather than in stock.

Following this transaction, Hyten held 128,158 shares of Class A Common Stock directly. In addition, 102,886 shares of Class A Common Stock were held indirectly through Hyten Group LLC, an entity of which he is the manager and sole member.

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

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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^*

Hyten John E.

(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)
01/15/2026

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	01/15/2026		D(1)		2,500	D	$13.53	128,158	D
Class A Common Stock								102,886	I	See Footnote(2)

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

Explanation of Responses:

1. 2,500 of 5,000 Restricted Stock Units that vested on January 15, 2026 were settled in cash.

2. The shares are held by the Hyten Group LLC, of which the Reporting Person is the manager and sole member.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Sasha Pesic, Attorney-in-Fact	01/15/2026
	** 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.
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FAQ

What insider transaction did C3.ai (AI) disclose for John E. Hyten?

The filing reports that director John E. Hyten had a disposition of 2,500 shares of C3.ai Class A Common Stock on January 15, 2026 related to restricted stock units settled in cash.

Was the C3.ai (AI) insider transaction a market sale of shares?

The disclosure states that 2,500 of 5,000 restricted stock units that vested on January 15, 2026 were settled in cash, indicating the disposition was tied to RSU settlement rather than ordinary open-market trading.

How many C3.ai (AI) shares does John E. Hyten hold directly after this Form 4?

After the reported transaction, John E. Hyten beneficially owned 128,158 shares of C3.ai Class A Common Stock in direct ownership.

What indirect C3.ai (AI) holdings are associated with John E. Hyten?

The filing shows an additional 102,886 shares of C3.ai Class A Common Stock held indirectly through Hyten Group LLC, of which Hyten is the manager and sole member.

What do the footnotes in this C3.ai (AI) Form 4 explain?

One footnote explains that 2,500 of 5,000 restricted stock units vested on January 15, 2026 and were settled in cash. Another notes that certain shares are held by Hyten Group LLC, with Hyten as manager and sole member.

What is John E. Hyten’s role at C3.ai (AI)?

The Form 4 identifies John E. Hyten as a director of C3.ai, Inc. and does not mark him as a 10% owner or officer.