C3.ai (NYSE: AI) CFO reports RSU conversions and tax-driven share sale

Rhea-AI Filing Summary

C3.ai, Inc. Chief Financial Officer Hitesh Lath reported RSU vesting, related share issuances, and a tax-related share sale. On June 15, 2026, he acquired a total of 29,008 shares of Class A Common Stock through the conversion of restricted stock units at a price of $0.00 per share. Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement.

On June 16, 2026, 34,210 shares of Class A Common Stock were sold at a weighted-average price of $10.95 per share. According to the disclosure, these shares were automatically withheld and sold by the issuer to satisfy Lath's tax withholding obligations related to the RSU vesting. Following these transactions, he directly holds 233,106 shares of Class A Common Stock.

Insider Trade Summary

Net Seller: 34,210 shares ($374,600)

Net Sell 7 txns

Insider Lath Hitesh

Role CHIEF FINANCIAL OFFICER

Sold 34,210 shs ($375K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	34,210	$10.95	$375K
Exercise	Restricted Stock Units	8,008	$0.00	--
Exercise	Restricted Stock Units	1,000	$0.00	--
Exercise	Restricted Stock Units	20,000	$0.00	--
Exercise	Class A Common Stock	8,008	$0.00	--
Exercise	Class A Common Stock	1,000	$0.00	--
Exercise	Class A Common Stock	20,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 233,106 shares (Direct, null); Restricted Stock Units — 80,077 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 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. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $11.09, 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% 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. 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. 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.

Key Figures

Tax-related shares sold: 34,210 shares Weighted-average sale price: $10.95 per share Shares held after transactions: 233,106 shares +3 more

6 metrics

Tax-related shares sold 34,210 shares Class A Common Stock sold at weighted-average $10.95/share on June 16, 2026

Weighted-average sale price $10.95 per share Shares sold in range $10.75–$11.09 on June 16, 2026

Shares held after transactions 233,106 shares Direct holdings of Class A Common Stock following reported trades

RSU conversions 29,008 shares Total Class A shares acquired via RSU exercises on June 15, 2026

RSU block converted 20,000 units Restricted Stock Units exercised into Class A Common Stock

Additional RSU conversions 1,000 and 8,008 units Two smaller RSU tranches settled into Class A Common Stock

Key Terms

Restricted Stock Units, weighted-average price, tax withholding obligations, vesting, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted-average price financial

"The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $11.09"

tax withholding obligations financial

"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"

vesting financial

"5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		M		8,008	A	$0(1)	246,316	D
Class A Common Stock	06/15/2026		M		1,000	A	$0(1)	247,316	D
Class A Common Stock	06/15/2026		M		20,000	A	$0(1)	267,316	D
Class A Common Stock	06/16/2026		S(2)		34,210	D	$10.95(3)	233,106	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
Restricted Stock Units	(1)	06/15/2026		M			8,008	(4)	(4)	Class A Common Stock	8,008	$0	80,077	D
Restricted Stock Units	(1)	06/15/2026		M			1,000	(5)	(5)	Class A Common Stock	1,000	$0	12,000	D
Restricted Stock Units	(1)	06/15/2026		M			20,000	(6)	(6)	Class A Common Stock	20,000	$0	260,000	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 $10.75 to $11.09, 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. 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.

5. 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.

6. 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/ Sasha Pesic, Attorney-in-Fact	06/17/2026
	** 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)

FAQ

What insider transactions did C3.ai (AI) CFO Hitesh Lath report?

CFO Hitesh Lath reported RSU vesting that converted into 29,008 C3.ai Class A shares and a related sale of 34,210 shares. The sale was used to cover tax withholding obligations rather than a discretionary open-market liquidation.

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

A total of 34,210 C3.ai Class A shares were sold at a weighted-average price of $10.95 per share. The filing notes the shares were sold in multiple trades between $10.75 and $11.09, primarily to satisfy tax withholding obligations.

How many C3.ai (AI) shares does the CFO hold after these transactions?

After the reported RSU conversions and tax-related sale, CFO Hitesh Lath directly holds 233,106 shares of C3.ai Class A Common Stock. This figure reflects his updated ownership position following all transactions disclosed in the Form 4 filing.

Were the C3.ai (AI) CFO’s share sales part of routine tax withholding?

Yes. The filing explains that 34,210 C3.ai shares were automatically withheld and sold by the issuer to satisfy Hitesh Lath’s tax withholding obligations arising from RSU vesting. This indicates a mechanistic tax event rather than a discretionary market sale.

What are the terms of the C3.ai (AI) CFO’s RSU vesting schedule?

One RSU award vests 5% on March 15, 2024 and 5% quarterly thereafter, while others vested 20% on June 15, 2025 and September 15, 2025 with 5% quarterly vesting thereafter, contingent on continued service at each vesting date.

How many RSUs did the C3.ai (AI) CFO convert into shares in this filing?

The CFO converted a total of 29,008 restricted stock units into Class A Common Stock in this filing. This came from RSU blocks of 20,000, 1,000, and 8,008 units, each RSU delivering one share of C3.ai Class A stock upon settlement.