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

Rhea-AI Filing Summary

Stephen Bradley Ehikian, Chief Executive Officer of C3.ai (AI), received equity awards on 09/15/2025 consisting of 1,140,902 RSUs and a stock option for 1,282,139 shares with a $17.53 exercise price. The RSUs convert to one share each on settlement; 399,316 RSUs vest on December 30, 2025 and the remainder vest in 11 equal quarterly installments thereafter provided continued service. The option vests 5% on December 15, 2025 and 5% quarterly thereafter and expires on September 14, 2035. The reported beneficial ownership figures after the transactions are 1,140,902 shares for RSUs and 1,282,139 underlying shares for the option. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• Explicit multi-year vesting schedule for RSUs and options supports retention through December 2025 and beyond
• Clear disclosure of award sizes: 1,140,902 RSUs and 1,282,139-option-underlying shares reported

Negative

• Potential dilution from settlement of 1,140,902 RSUs and exercise of 1,282,139 options
• Long-duration option (expires 09/14/2035) extends potential share issuance far into the future

Insights

Financial Analyst

TL;DR: CEO received large RSU and option grants with multi-year vesting, affecting potential future share count but routine for executive compensation.

The awards reported show a substantial equity grant: 1,140,902 RSUs and an option covering 1,282,139 shares at a $17.53 strike. Vesting schedules spread settlement over multiple quarters beginning in December 2025, which staggers dilution and aligns compensation with continued service. The option's long-term expiration to 09/14/2035 gives the holder decade-plus to exercise once vested. From an analytical perspective, these are material in size but consistent with retention and incentive practices; the filing does not disclose immediate cash proceeds or exercise activity.

Corporate Governance Expert

TL;DR: Governance view: structured vesting ties rewards to tenure; disclosure is standard and provides clear vesting terms.

The Form 4 discloses explicit vesting mechanics: a fixed tranche of 399,316 RSUs vesting on a single date and remaining RSUs in 11 equal quarterly installments, plus option vesting at 5% initially and 5% quarterly thereafter. These provisions are clearly documented and meet Section 16 reporting requirements. The filing contains no amendment history and was executed by an attorney-in-fact, which is typical. No additional governance concerns or departures are disclosed within the form.

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^*

Ehikian Stephen Bradley

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		1,140,902(1)	A	$0	1,140,902	D

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)	$17.53	09/15/2025		A		1,282,139		(2)	09/14/2035	Class A Common Stock	1,282,139	$0	1,282,139	D

Explanation of Responses:

1. Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement. 399,316 shares of such RSU award shall vest on December 30, 2025 and the remaining RSUs shall vest thereafter in a series of 11 equal, successive quarterly installments, so long as the Reporting Person continues to provide services through such vesting dates.

2. 5% of the option shall vest on December 15, 2025 and 5% of the option shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.

	/s/ Andrew Thomases, Attorney-in-Fact	09/17/2025
	** 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 equity awards did C3.ai CEO Stephen Bradley Ehikian receive on 09/15/2025?

He received 1,140,902 RSUs and a stock option covering 1,282,139 shares with a $17.53 exercise price.

When do the RSUs awarded to the CEO begin to vest?

399,316 RSUs vest on December 30, 2025 and the remaining RSUs vest in 11 equal quarterly installments thereafter, subject to continued service.

What is the vesting schedule for the stock option granted to the CEO?

5% of the option vests on December 15, 2025 and an additional 5% vests quarterly thereafter, with the option expiring on September 14, 2035.

What exercise price applies to the option disclosed on the Form 4?

The exercise (conversion) price is $17.53 per share for the stock option reported.

How many shares are reported as beneficially owned after the transactions?

1,140,902 shares from RSUs and 1,282,139 underlying shares from the option are reported as beneficially owned following the transactions.

Who signed the Form 4 and when was it filed?

The form was signed by an attorney-in-fact, Andrew Thomases, and dated 09/17/2025.