C3.ai (NYSE: AI) chair sells shares under Rule 10b5-1 trading plan

Rhea-AI Filing Summary

C3.ai Executive Chairman Thomas M. Siebel reported option exercises and share sales of Class A common stock. On January 13, 2026, he exercised a stock option for 212,586 shares at an exercise price of $2.04 per share and acquired the same number of Class A shares.

That day, he sold 212,586 Class A shares directly at a weighted-average price of $13.52 per share and a further 309,589 shares indirectly through an entity associated with him, in multiple trades between $13.265 and $14.20. The activity was carried out under a previously established Rule 10b5-1 trading plan dated September 20, 2024. Following these transactions, he continued to hold both direct and indirect positions in C3.ai stock, including option holdings that remain outstanding and fully vested.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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

(Street)

REDWOOD CITY CA 94603

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

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
Class A Common Stock	01/13/2026		M(1)		212,586	A	$2.04	934,948	D
Class A Common Stock	01/13/2026		S(1)		212,586	D	$13.52(2)	722,362	D
Class A Common Stock	01/13/2026		S(1)		309,589	D	$13.52(2)	632,256	I	See Footnote
Class A Common Stock								9,216	I	See Footnote(3)
Class A Common Stock								170,294	I	See Footnote(4)
Class A Common Stock								72,695	I	See Footnote(5)
Class A Common Stock								1,237,115	I	See Footnote(6)

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)	$2.04	01/13/2026		M(1)			212,586	(7)	11/07/2027	Class A Common Stock	212,586	$0	2,787,414	D

Explanation of Responses:

1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.

2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $13.265 to $14.20, 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.

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

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

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

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

7. Fully vested.

	/s/ Thomas M. Siebel	01/14/2026
	** 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).
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FAQ

What insider transactions did C3.ai (AI) Executive Chairman Thomas M. Siebel report?

Thomas M. Siebel reported an option exercise and related sales of Class A common stock. He exercised a stock option for 212,586 shares at an exercise price of $2.04 per share and acquired the same number of Class A shares, then sold shares directly and indirectly on January 13, 2026.

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

On January 13, 2026, Thomas M. Siebel sold 212,586 Class A shares directly at a weighted-average price of $13.52 per share and 309,589 shares indirectly through an associated entity at a weighted-average price of $13.52. The filing notes these sales occurred in multiple trades between $13.265 and $14.20 per share.

Was Thomas M. Siebel’s C3.ai (AI) share sale under a Rule 10b5-1 trading plan?

Yes. A footnote states that the transactions were effected under a previously established Rule 10b5-1 trading plan dated September 20, 2024, which is a pre-arranged plan for trading that is intended to satisfy Rule 10b5-1(c) conditions.

How are Thomas M. Siebel’s indirect C3.ai (AI) holdings structured?

The filing explains that certain Class A shares are held by entities associated with him, including First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust. These positions are reported as indirectly owned.

What are the key terms of Thomas M. Siebel’s C3.ai (AI) stock option in this Form 4?

The reported derivative security is a stock option (right to buy) with an exercise price of $2.04 per share, fully vested according to a footnote. It is exercisable into 212,586 Class A shares and carries an expiration date of November 7, 2027. After the transaction, 2,787,414 stock options remained beneficially owned.

What direct C3.ai (AI) share ownership did Thomas M. Siebel report after these trades?

After the January 13, 2026 transactions, the Form 4 shows 722,362 Class A shares beneficially owned directly following the reported sales, along with additional indirect holdings through associated entities.