AI: John Hyten Receives 28,628 Options, Vesting Tied to Board Attendance

Rhea-AI Filing Summary

C3.ai, Inc. director John E. Hyten was granted $0-priced stock option rights to buy 28,628 shares of Class A common stock on 10/03/2025. The option has an exercise price of $19.16 and an expiration/exercisability reference of 10/02/2035. Vesting begins on the Vesting Commencement Date of 10/03/2025 with 12.5% of the option shares vesting on the last day of each fiscal quarter for up to two years, provided the reporting person attends the regularly scheduled board meeting each quarter. Missed meetings suspend vesting for the affected quarterly tranche, which may only vest later if attendance requirements are met after the suspension.

Positive

• Equity alignment: Director received 28,628 options tying pay to shareholder value
• Staged vesting: 12.5% quarterly vesting over two years encourages sustained board participation

Negative

• Attendance-contingent vesting: Missed regularly scheduled board meetings will suspend vesting for affected quarterly tranches
• Potential delayed vesting: Suspended shares only vest after the two-year anniversary if attendance requirements are later satisfied, which could postpone option value realization

Insights

Corporate Governance Expert

Option grant ties long-term pay to ongoing board attendance.

The option awarded to John E. Hyten requires continued board presence to vest: 12.5% of shares vest each fiscal quarter after 10/03/2025 over two years, linking equity compensation directly to participation in governance duties.

This structure reduces risk of immediate windfalls and aligns the director's equity realization with sustained engagement, though it creates an operational dependency on meeting attendance that can delay vesting if missed.

Equity Compensation Analyst

Grant size and terms are typical for director option awards but include a strict attendance condition.

The award is for 28,628 optioned shares with an exercise price of $19.16 and an expiration/exercise reference near 10/02/2035; vesting begins 10/03/2025 and proceeds in 12.5% quarterly tranches over two years.

Investors should note the suspended-vesting clause for missed meetings as the key vesting contingency; if the director meets attendance later, suspended shares may vest after the two-year mark per the disclosed condition.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hyten John E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	28,628	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 28,628 shares (Direct)

Footnotes (1)

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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^*

Hyten John E.

(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 (AI) report on Form 4 for director John E. Hyten?

The Form 4 reports a grant of 28,628 stock option rights acquired on 10/03/2025 with an exercise price of $19.16.

When do the options granted to John E. Hyten begin vesting?

Vesting begins on the Vesting Commencement Date of 10/03/2025 with 12.5% of the shares vesting on the last day of each fiscal quarter for two years.

What happens if the director misses a board meeting?

If the director fails to attend a regularly scheduled board meeting, vesting for that quarter's Quarterly Shares is suspended; suspended shares may vest only after the two-year anniversary if attendance requirements are later satisfied.

What is the option exercise price and expiration reference?

The option has a stated exercise price of $19.16 and an expiration/exercisability reference shown as 10/02/2035.

Is the Form 4 filed individually or jointly?

The Form 4 was filed by one reporting person, indicated as a single reporting-person filing.