C3.ai CEO exercises 6.2M options, gifts shares

C3.ai CEO and Chairman Thomas M. Siebel exercised stock awards and restructured his holdings in Class A Common Stock.

Rhea-AI Filing Summary

C3.ai CEO and Chairman Thomas M. Siebel exercised stock awards and restructured his holdings in Class A Common Stock. On June 1, 2026, he exercised stock options for 6,166,667 shares at $11.16 per share and 32,736 RSUs, converting derivative awards into common stock.

The same day, all 6,166,667 option shares were removed from his remaining option balance, leaving no options from that grant outstanding. On June 2, 2026, 17,350 shares were sold at a weighted-average price of $11.32, with a footnote stating the issuer automatically sold these shares to cover tax withholding on RSU vesting.

On June 3, 2026, bona fide gifts totaling 12,364,106 shares were reported, involving both direct and indirect holdings. After these transactions, Siebel continues to hold 6,904,415 shares directly and 6,902,156 shares indirectly through entities such as trusts and partnerships.

Insights

Equity compensation and insider-trading analyst

Large option exercise and gifts, with only a small tax-related sale.

The filing shows Thomas M. Siebel converting a substantial derivative position into common stock by exercising 6,166,667 options at $11.16 and settling 32,736 RSUs. The underlying option position is now fully exercised, as indicated by a remaining balance of 0 for that grant.

A separate disposition of 17,350 shares at a weighted-average $11.32 is explicitly described as shares automatically sold by the issuer to satisfy tax-withholding obligations on RSU vesting, which is typically mechanistic rather than discretionary. The filing also reports bona fide gifts totaling 12,364,106 shares across direct and indirect holdings.

Post-transaction, Siebel retains 6,904,415 shares directly and 6,902,156 indirectly through vehicles such as The Siebel Living Trust and limited partnerships. The overall pattern reflects a shift from derivatives to common stock, with continued large ownership and limited open-market selling in the period covered.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 11 txns

Insider SIEBEL THOMAS M

Role CEO and Chairman of the Board

Sold 17,350 shs ($196K)

Approx. gross sale proceeds $196K

Approx. exercise cost $68.82M

Type	Security	Shares	Price	Value
Gift	Class A Common Stock	6,182,053	$0.00	$0.00
Gift	Class A Common Stock	6,182,053	$0.00	$0.00
Sale	Class A Common Stock	17,350	$11.32	$196K
Exercise	Restricted Stock Units	32,736	$0.00	$0.00
Exercise	Stock Option (Right to Buy)	6,166,667	$0.00	$0.00
Exercise	Class A Common Stock	32,736	$0.00	$0.00
Exercise	Class A Common Stock	6,166,667	$11.16	$68.82M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 65,474 contracts (Direct); Stock Option (Right to Buy) — 0 contracts (Direct); Class A Common Stock — 722,362 shares (Direct); Class A Common Stock — 8,391,476 shares (Indirect, See Footnote)

Footnotes (11)

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 $11.22 to $11.435, 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 Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
5. F5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
6. F6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
7. F7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
8. F8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
9. F9. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.
10. F10. Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.
11. F11. Fully vested.

Key Figures

Options exercised: 6,166,667 shares at $11.16 RSUs converted: 32,736 shares Tax-related sale: 17,350 shares at $11.32 +4 more

7 metrics

Options exercised 6,166,667 shares at $11.16 Stock options for Class A Common Stock exercised on June 1, 2026

RSUs converted 32,736 shares Restricted Stock Units settled into Class A shares on June 1, 2026

Tax-related sale 17,350 shares at $11.32 Shares sold June 2, 2026 to satisfy RSU tax withholding

Bona fide gifts 12,364,106 shares Total Class A shares reported as gifts on June 3, 2026

Direct holdings after transactions 6,904,415 shares Direct Class A Common Stock position following June 2, 2026 sale

Indirect holdings after gift 6,902,156 shares Indirect Class A holdings after June 3, 2026 gift transaction

Exercised option position remaining 0 shares Stock option for 6,166,667 shares fully exercised on June 1, 2026

Key Terms

Restricted Stock Unit (RSU), bona fide gift, weighted-average price, reverse stock split, +1 more

5 terms

Restricted Stock Unit (RSU) financial

"Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement."

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

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. These shares were sold in multiple transactions at prices ranging from $11.22 to $11.435, inclusive."

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.

reverse stock split financial

"Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

tax withholding obligations financial

"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"

FAQ

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

What equity awards did C3.ai (AI) CEO Thomas Siebel exercise in this filing?

Thomas Siebel exercised stock options for 6,166,667 shares of C3.ai Class A Common Stock at $11.16 per share and 32,736 Restricted Stock Units. These exercises converted previously granted derivative awards into common stock and eliminated that large option position.

How many C3.ai (AI) shares did Thomas Siebel sell and at what price?

The filing reports a sale of 17,350 C3.ai Class A shares on June 2, 2026 at a weighted-average price of $11.32 per share. A footnote states these shares were automatically sold by the issuer to cover tax withholding on RSU vesting.

What bona fide gifts of C3.ai (AI) stock did Thomas Siebel report?

Thomas Siebel reported bona fide gifts totaling 12,364,106 shares of C3.ai Class A Common Stock on June 3, 2026. These gifts involve both direct and indirect holdings, including shares held through trusts and investment entities associated with him as trustee, chairman, or general partner.

What are Thomas Siebel’s C3.ai (AI) share holdings after these transactions?

After the reported transactions, Thomas Siebel holds 6,904,415 C3.ai shares directly and 6,902,156 shares indirectly. The indirect holdings are through entities such as The Siebel Living Trust and various asset-management partnerships where he serves as trustee, chairman, or general partner.

Did Thomas Siebel retain any of the exercised C3.ai stock options after this Form 4?

No. The filing shows the stock option for 6,166,667 shares was fully exercised and now has a remaining balance of 0 shares. The exercise converted the option into Class A Common Stock, removing that particular derivative position from his holdings.

How are C3.ai (AI) RSUs described in this Thomas Siebel filing?

Each Restricted Stock Unit (RSU) represents a right to receive one C3.ai Class A share upon settlement. A footnote explains that RSUs vest in 1/12th increments each quarter from December 1, 2023, so long as Thomas Siebel continues providing services through each vesting date.

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

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Accepted by SEC EDGAR 06/03/2026 - 05:43 PM EDT Learn about SEC filing dates

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

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^*

SIEBEL THOMAS M

(Last) (First) (Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD, SUITE 500

(Street)

REDWOOD CITY CALIFORNIA 94603

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/01/2026		M		32,736	A	(1)	755,098	D
Class A Common Stock	06/01/2026		M		6,166,667	A	$11.16	6,921,765	D
Class A Common Stock	06/02/2026		S(2)		17,350	D	$11.32(3)	6,904,415	D
Class A Common Stock	06/03/2026		G		6,182,053	D	$0	722,362	D
Class A Common Stock	06/03/2026		G		6,182,053	A	$0	6,902,156	I	See Footnote(4)
Class A Common Stock								9,216	I	See Footnote(5)
Class A Common Stock								170,294	I	See Footnote(6)
Class A Common Stock								72,695	I	See Footnote(7)
Class A Common Stock								1,237,115	I	See Footnote(8)

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
Restricted Stock Units	(1)	06/01/2026		M			32,736	(9)	(9)	Class A Common Stock	32,736	$0	65,474	D
Stock Option (Right to Buy)	$11.16	06/01/2026		M			6,166,667(10)	(11)	08/26/2030	Class A Common Stock	6,166,667	$0	0	D

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 $11.22 to $11.435, 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 Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

9. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.

10. Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.

11. Fully vested.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	06/03/2026
	** 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).
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)