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

Rhea-AI Filing Summary

On 30 June 2025 director John P. Ducrest filed a Form 4 covering his holdings in Business First Bancshares, Inc. (BFST). Table I discloses 11,490.772 common shares held directly and 6,036 shares held indirectly through his spouse; no purchases or sales were executed, and the entry merely updates ownership as of 26 June 2025.

The only reportable transaction appears in Table II: a grant of 1,016 time-based restricted stock units (RSUs) under the 2024 Equity Incentive Plan (transaction code “A”). Each RSU equals one BFST share, carries no exercise price, and will fully vest on 26 June 2026, subject to customary forfeiture provisions. After the award, Ducrest beneficially owns 1,016 unvested RSUs in addition to his previously reported common shares.

Because the filing reflects a routine director equity award and no dispositions, it has minimal dilution and negligible immediate market impact. Investors may view the grant as further aligning director and shareholder interests, while the absence of insider selling removes potential negative signaling.

Positive

• Alignment of interests: 1,016 RSUs increase the director’s equity-based stake, reinforcing shareholder alignment.
• No insider selling: The absence of dispositions avoids negative signaling and potential overhang.

Negative

• Minor dilution: Although immaterial, the new RSUs marginally increase the company’s fully diluted share count.

Insights

Securities Analyst

TL;DR: Routine RSU grant; no share sales; neutral impact on BFST valuation.

The filing does not include any open-market trades, so supply-and-demand dynamics remain unchanged. The 1,016-share RSU grant equates to less than 0.01 % of BFST’s ~9 million diluted shares, implying immaterial dilution. While equity compensation can signal confidence, the scale here is too small to influence valuation models or earnings-per-share forecasts. Accordingly, I classify the event as informational rather than catalytic.

Corporate Governance Expert

TL;DR: Director equity award modestly strengthens pay-for-performance alignment; governance stance unchanged.

The single-year vesting schedule promotes near-term alignment but lacks long-term performance conditioning, a common feature for community-bank boards. No deviations from the company’s 2024 Equity Incentive Plan are noted, and insider ownership levels remain healthy for effective oversight. Overall governance quality is unaffected, and the filing carries no red-flag implications.

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).

X

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^*

Lath Hitesh

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		A		160,000(1)	A	$0	166,218	D
Class A Common Stock	06/26/2025		A		17,689(2)	A	$0	183,907	D
Class A Common Stock	06/27/2025		S(3)		8,983	D	$24.96(4)	174,924	D
Class A Common Stock	06/27/2025		S(5)		8,706	D	$24.97(6)	166,218	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

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. 20% of each such RSU award shall vest on June 15, 2026 and 5% of each such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting dates.

2. Represents the grant of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs are fully vested.

3. 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 reported herein.

4. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $24.75 to $25.00, 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.

5. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 27, 2024.

6. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $24.76 to $25.00, 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.

	/s/ Andrew Thomases, Attorney-in-Fact	06/30/2025
	** 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

How many BFST shares does director John P. Ducrest now own?

11,490.772 shares directly and 6,036 shares indirectly via his spouse, plus 1,016 unvested RSUs.

What transaction was reported in the June 2025 Form 4 for BFST?

A grant of 1,016 time-based restricted stock units on 26 June 2025; no shares were bought or sold.

When will the 1,016 RSUs granted to BFST director Ducrest vest?

All RSUs will fully vest on 26 June 2026 if forfeiture conditions are not triggered.

Did the BFST director sell any shares in this filing?

No. The Form 4 reports no dispositions; it only discloses an RSU grant and existing holdings.

Does the RSU grant materially dilute existing BFST shareholders?

Dilution impact is negligible; 1,016 shares represent less than 0.01 % of outstanding shares.