C3.ai (AI) CEO details RSU grant, tax sale and trust share transfer

Rhea-AI Filing Summary

C3.ai, Inc. Chief Executive Officer Stephen Bradley Ehikian reported several equity transactions in the company’s Class A common stock. On 12/30/2025, he received a grant of 18,090 Restricted Stock Units (RSUs), each representing one share of Class A common stock, which the filing states are fully vested. On 12/31/2025, 234,918 shares of Class A common stock were automatically withheld and sold by the company to cover his tax withholding obligations related to vested RSUs, at a weighted-average price of $13.56 per share.

Following these transactions, the filing shows changes in how his holdings are structured. On 01/02/2026, 182,488 shares moved from his direct ownership at no stated price, and the same number of shares were then listed as indirectly owned through the Stephen Bradley Ehikian Revocable Trust, for which he is the sole trustee. After the reported transactions, he beneficially owned 924,074 shares directly and 182,488 shares indirectly through the trust.

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^*

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)
12/30/2025

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	12/30/2025		A		18,090(1)	A	$0	1,158,992	D
Class A Common Stock	12/31/2025		S(2)		234,918	D	$13.56(3)	924,074	D
Class A Common Stock	01/02/2026		G		182,488	D	$0	741,586	D
Class A Common Stock	01/02/2026		G		182,488	A	$0	182,488	I	See Footnote(4)

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. 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. The RSUs are fully vested.

2. Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs previously granted and RSUs reported herein.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $13.46 to $13.755, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. The shares are held by the Stephen Bradley Ehikian Revocable Trust, of which the Reporting Person is the sole trustee.

Remarks:

Exhibit 24-Power of Attorney

	/s/ Sasha Pesic, Attorney-in-Fact	01/02/2026
	** 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).
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FAQ

What insider transactions did C3.ai (AI) report for its CEO in this Form 4?

The filing reports that CEO Stephen Bradley Ehikian received a grant of 18,090 fully vested RSUs on 12/30/2025, had 234,918 shares of Class A common stock automatically withheld and sold on 12/31/2025 to cover tax obligations related to RSU vesting, and restructured 182,488 shares on 01/02/2026 from direct ownership to indirect ownership through his revocable trust.

How many C3.ai (AI) RSUs did the CEO receive in this report?

The CEO received a grant of 18,090 Restricted Stock Units (RSUs) on 12/30/2025. The filing explains that each RSU represents a contingent right to receive one share of Class A common stock upon settlement and that these RSUs are fully vested.

Why were 234,918 shares of C3.ai (AI) stock sold on 12/31/2025?

The filing states that 234,918 shares of Class A common stock were automatically withheld and sold by the issuer on 12/31/2025 to satisfy the CEO’s tax withholding obligations related to previously granted RSUs and the RSUs reported in this form. The weighted-average sale price reported is $13.56 per share, based on multiple trades between $13.46 and $13.755.

What is the role of the Stephen Bradley Ehikian Revocable Trust in C3.ai (AI) share ownership?

The filing notes that 182,488 shares of C3.ai Class A common stock are held by the Stephen Bradley Ehikian Revocable Trust. It states that the reporting person is the sole trustee of this trust, and these shares are reported as indirectly owned by him.

How many C3.ai (AI) shares does the CEO beneficially own after these transactions?

After the reported transactions, the CEO is shown as beneficially owning 924,074 shares of Class A common stock directly and 182,488 shares indirectly through his revocable trust, according to the amounts listed following each transaction in the form.

What price information is disclosed for the C3.ai (AI) shares sold in this Form 4?

For the 234,918 shares sold on 12/31/2025, the filing reports a weighted-average price of $13.56 per share, with individual sale prices ranging from $13.46 to $13.755. It also states that full trade details are available upon request to the SEC staff, the company, or any security holder.