AI Insider: 312-Share Sale and 28,628-Share Option Grant Disclosed
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 312 | $0.00 | -- |
| Grant/Award | Stock Option (Right to Buy) | 28,628 | $0.00 | -- |
| Exercise | Class A Common Stock | 312 | $1.86 | $580.32 |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The shares are held by the Condoleezza Rice Trust Agreement U/A/D 11/24/99, of which the Reporting Person is trustee. Fully vested. 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.
