STOCK TITAN

C3.ai CFO vests 29K shares, sells 21K for taxes

C3.ai’s CFO reported RSU vesting, a tax-related sale of 21,077 shares, and gifts of 59,712 shares to a family trust over September 15–17, 2026.

(High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

C3.ai, Inc. (AI) reports that its chief financial officer, Hitesh Lath, had restricted stock units settle into 29,007 shares of Class A common stock on September 15, 2026, which were issued to him as vested shares. On September 16, 2026, 21,077 shares of Class A common stock were sold at a weighted-average price of $10.48 per share, with prices ranging from $10.37 to $10.64; the company states these shares were automatically sold to satisfy his tax withholding obligations related to the RSU vesting. Also on September 16 and on September 17, 2026, he made bona fide gifts totaling 59,712 shares, transferring 29,856 and 15,930 shares, respectively, from his direct holdings to The Lath Family Revocable Trust, of which he is a trustee. No Rule 10b5-1 trading plan is reported.

Positive

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Negative

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Insights

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Insider Lath Hitesh
Role CHIEF FINANCIAL OFFICER
Sold 21,077 shs ($221K)
Approx. gross sale proceeds $221K
Type Security Shares Price Value
Gift Class A Common Stock 15,930 $0.00 $0.00
Gift Class A Common Stock F4 15,930 $0.00 $0.00
Sale Class A Common Stock F2, F3 21,077 $10.48 $221K
Gift Class A Common Stock 29,856 $0.00 $0.00
Gift Class A Common Stock F4 29,856 $0.00 $0.00
Exercise Restricted Stock Units F1, F5 8,007 $0.00 $0.00
Exercise Restricted Stock Units F1, F6 1,000 $0.00 $0.00
Exercise Restricted Stock Units F1, F7 20,000 $0.00 $0.00
Exercise Class A Common Stock F1 8,007 -- --
Exercise Class A Common Stock F1 1,000 -- --
Exercise Class A Common Stock F1 20,000 -- --
Holdings After Transaction: Restricted Stock Units — 323,070 contracts (Direct); Class A Common Stock — 325,250 shares (Direct); Class A Common Stock — 45,786 shares (Indirect, See Footnote)
Footnotes (7)
  1. F1. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  2. F2. 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.
  3. F3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.64, 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. F4. The shares are held by The Lath Family Revocable Trust, of which the Reporting Person is a trustee.
  5. F5. 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
  6. F6. 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
  7. F7. 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
RSU shares settled 29,007 shares Restricted stock units converting into Class A common stock on September 15, 2026
Shares sold for tax withholding 21,077 shares Automatic sale on September 16, 2026 to satisfy tax withholding obligations
Weighted-average sale price $10.48 per share Sale of 21,077 shares on September 16, 2026, price range $10.37–$10.64
Shares gifted to family trust 59,712 shares Bona fide gifts of 29,856 shares on September 16 and 15,930 shares on September 17, 2026
RSU tranche vested March 15, 2024 5% of award One RSU award with 5% vesting on March 15, 2024 and 5% quarterly thereafter
RSU tranches vested June 15 and September 15, 2025 20% of each award Two RSU awards with 20% vesting on June 15, 2025 and September 15, 2025, then 5% quarterly
restricted stock unit financial
"Each restricted stock unit (RSU) represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
bona fide gift financial
"These transactions are reported as a bona fide gift of Class A Common Stock"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
weighted-average price financial
"The price reported is a weighted-average price for shares sold in multiple trades"
Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.
tax withholding obligations financial
"shares were automatically withheld and sold to satisfy the Reporting Person's tax withholding obligations"
Revocable Trust financial
"The shares are held by The Lath Family Revocable Trust, of which the Reporting Person is a trustee"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did C3.ai (AI) disclose for CFO Hitesh Lath in mid-September 2026?

C3.ai reported that its CFO had 29,007 RSUs settle into shares on September 15, 2026, sold 21,077 shares on September 16, 2026 to cover tax withholding, and made gifts totaling 59,712 shares to a family trust on September 16 and 17, 2026.

How many C3.ai (AI) shares did the CFO sell, and at what price?

On September 16, 2026, the CFO had 21,077 shares of C3.ai Class A common stock sold at a weighted-average price of $10.48 per share, in multiple transactions at prices ranging from $10.37 to $10.64.

Why were 21,077 C3.ai (AI) shares sold by the CFO on September 16, 2026?

The company states that 21,077 shares were automatically withheld and sold by C3.ai on September 16, 2026 to satisfy the CFO’s tax withholding obligations arising from the vesting of restricted stock units reported in the same period.

How many C3.ai (AI) shares vested for the CFO through RSUs on September 15, 2026?

On September 15, 2026, restricted stock units representing a total of 29,007 shares of C3.ai Class A common stock settled, consisting of 8,007, 1,000, and 20,000 shares tied to separate RSU awards.

What C3.ai (AI) share gifts did the CFO report to a family trust?

The CFO reported bona fide gifts totaling 59,712 shares of Class A common stock: 29,856 shares on September 16, 2026 and 15,930 shares on September 17, 2026, transferred to The Lath Family Revocable Trust, of which he is a trustee.

Were the reported C3.ai (AI) insider trades made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with these September 2026 transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Lath Hitesh

(Last)(First)(Middle)
C/O C3.AI, INC.
1400 SEAPORT BLVD

(Street)
REDWOOD CITY CALIFORNIA 94063

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M8,007A(1)371,113D
Class A Common Stock09/15/2026M1,000A(1)372,113D
Class A Common Stock09/15/2026M20,000A(1)392,113D
Class A Common Stock09/16/2026S(2)21,077D$10.48(3)371,036D
Class A Common Stock09/16/2026G29,856D$0341,180D
Class A Common Stock09/16/2026G29,856A$029,856ISee Footnote(4)
Class A Common Stock09/17/2026G15,930D$0325,250D
Class A Common Stock09/17/2026G15,930A$045,786ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/15/2026M8,007 (5) (5)Class A Common Stock8,007$072,070D
Restricted Stock Units(1)09/15/2026M1,000 (6) (6)Class A Common Stock1,000$011,000D
Restricted Stock Units(1)09/15/2026M20,000 (7) (7)Class A Common Stock20,000$0240,000D
Explanation of Responses:
1. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
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 reported herein.
3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.64, 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 Lath Family Revocable Trust, of which the Reporting Person is a trustee.
5. 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
6. 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
7. 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
Remarks:
/s/ Tom MacMitchell, Attorney-in-Fact09/17/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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