AI insider: 28,628 options granted to director with attendance vesting

Rhea-AI Filing Summary

Sridhar KR, a director of C3.ai, Inc. (AI), reported an award of 28,628 stock options on 10/03/2025. The options carry an exercise price of $19.16 and, following the reported grant, the reporting person beneficially owns 28,628 shares on a direct basis. The option term references an expiration/related date of 10/02/2035.

The award vests on a quarterly schedule: 12.5% of shares subject to the option vest on the last day of each regularly scheduled board meeting quarter while the director remains in attendance, measured from the Vesting Commencement Date of 10/03/2025 until the two‑year anniversary. Any quarterly shares missed for failure to attend are labeled as "Suspended Shares" and will vest only after the two‑year anniversary if attendance requirements are later met. The Form 4 is signed via attorney‑in‑fact on 10/07/2025.

Positive

• 28,628 options granted, creating direct alignment with shareholder value
• Vesting schedule provides ongoing retention incentive via 12.5% quarterly vesting

Negative

• Vesting is conditioned on in‑person attendance, and missed meetings produce "Suspended Shares" that delay vesting
• Suspended Shares only vest after the two‑year anniversary if attendance requirements are later satisfied, which may postpone option liquidity

Insights

Corporate Governance Analyst

Director stock option grant with attendance‑based vesting ties compensation to board participation.

The grant of 28,628 options at an exercise price of $19.16 aligns the director's economic exposure with shareholder outcomes while using a time‑and‑attendance vesting schedule that conditions quarterly vesting on in‑person attendance at regularly scheduled board meetings from 10/03/2025 through the two‑year anniversary. The filing shows direct beneficial ownership of 28,628 shares post‑transaction.

Dependencies and risks are procedural: missed meetings create "Suspended Shares" that only vest after the two‑year mark if attendance resumes, which could delay realization of value for the director. Monitor quarterly board schedules and any future amendments to the vesting terms within the next two years for changes to effective vesting.

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^*

Sridhar KR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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

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
Stock Option (Right to Buy)	$19.16	10/03/2025		A		28,628		(1)	10/02/2035	Class A Common Stock	28,628	$0	28,628	D

Explanation of Responses:

1. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter following October 3, 2025 (the "Vesting Commencement Date") until the two-year anniversary date, 12.5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the second anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

	/s/ Andrew Thomases, Attorney-in-Fact	10/07/2025
	** 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).
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.

FAQ

What did C3.ai director Sridhar KR report on Form 4 (AI)?

The director reported receipt of 28,628 stock options on 10/03/2025 with an exercise price of $19.16, resulting in direct beneficial ownership of 28,628 shares.

How do the options granted to Sridhar KR vest?

Vesting occurs quarterly at 12.5% of the shares on the last day of each regularly scheduled board meeting quarter from 10/03/2025 through the two‑year anniversary, provided the director attends in person.

What happens if the director misses a board meeting?

Any quarterly shares tied to a missed meeting become "Suspended Shares" and will not vest at that time; they only vest after the two‑year anniversary if attendance requirements are later met.

What is the exercise price and any relevant expiration noted?

The reported exercise price is $19.16. The filing references a related date of 10/02/2035 in the option table.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by an attorney‑in‑fact, Andrew Thomases, on 10/07/2025.