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

Rhea-AI Filing Summary

Condoleezza Rice, a director of C3.ai, Inc. (AI), reported transactions on 10/03/2025 affecting both Class A common stock and stock options. The filing shows a sale of 312 Class A shares at $1.86, leaving 74,699 Class A shares beneficially owned directly after the sale. An additional 587 shares are held indirectly in a trust where she is trustee.

The report also discloses two option transactions dated 10/03/2025: a fully vested option for 312 shares (exercise price $1.86) and an acquisition of an option for 28,628 shares at an exercise price of $19.16 that vests quarterly over up to two years conditioned on in-person board meeting attendance, with a final exercisability/expiration schedule extending to 10/02/2035.

Positive

• Director alignment with shareholders via a large option grant of 28,628 shares that vests over time tied to board attendance
• Small immediate sale (312 shares) reduces insider liquidity concerns and is not a large divestiture relative to total reported holdings

Negative

• Vesting conditioned on in-person attendance introduces execution risk: missed meetings suspend quarterly vesting and delay compensation
• Potential dilution from a 28,628-share option outstanding until 10/02/2035 if exercised

Insights

Corporate Governance Analyst

Director exercised limited sales and received long-term, attendance‑conditioned options.

The reporting shows a small sale of 312 shares and the grant of a sizable option for 28,628 shares with a $19.16 exercise price that vests only if the director attends in-person board meetings each quarter, linking equity vesting to direct governance participation.

This structure ties long-term equity to active board involvement and could retain experienced directors; investors can monitor quarterly meeting attendance over the next 2 years to track vesting progress and any subsequent option exercises.

Insider Transactions Specialist

Transactions include a small sale, a vested option, and a conditional multi-year option grant.

The 312 share sale at $1.86 is immaterial relative to total holdings but updates public ownership. A fully vested option covering 312 shares remains exercisable immediately. The newly acquired option for 28,628 shares vests in 12.5% quarterly tranches conditioned on board attendance, with suspended tranches vesting after the two-year cliff if attendance is later satisfied.

Watch for future Form 4 filings showing option exercises or additional sales, and note the option expiration date of 10/02/2035 for potential long-term dilution effects.

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^*

Rice Condoleezza

(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
Class A Common Stock	10/03/2025		M		312	A	$1.86	74,699	D
Class A Common Stock								587	I	See Footnote(1)

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)	$1.86	10/03/2025		M			312	(2)	11/29/2026	Class A Common Stock	312	$0	0	D
Stock Option (Right to Buy)	$19.16	10/03/2025		A		28,628		(3)	10/02/2035	Class A Common Stock	28,628	$0	28,628	D

Explanation of Responses:

1. The shares are held by the Condoleezza Rice Trust Agreement U/A/D 11/24/99, of which the Reporting Person is trustee.

2. Fully vested.

3. 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 Condoleezza Rice report for C3.ai (AI) on 10/03/2025?

She sold 312 Class A shares at $1.86 and reported ownership of 74,699 Class A shares directly plus 587 indirectly via a trust.

What stock options did the director receive or hold according to the Form 4?

Two option items are listed: a fully vested option for 312 shares (exercise $1.86) and an option to acquire 28,628 shares at $19.16 that vests quarterly subject to in-person board attendance.

How does the new option vest and when does it expire?

The 28,628-share option vests 12.5% each fiscal quarter after the vesting start on 10/03/2025 if in-person attendance is met; suspended tranches may vest after the two-year anniversary. The option expires on 10/02/2035.

Are there indirect holdings disclosed for the reporting person?

Yes, 587 Class A shares are held in the Condoleezza Rice Trust Agreement U/A/D 11/24/99, for which she is trustee.

Who signed the Form 4 and when was it filed?

The form is signed by /s/ Andrew Thomases, Attorney-in-Fact and dated 10/07/2025.