[Form 4] C3.ai, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas M. Siebel, reporting as Executive Chairman, disclosed the sale of 566,125 shares of C3.ai, Inc. (AI) on 09/16/2025 under a previously established Rule 10b5-1 trading plan dated 09/20/2024. The weighted-average price for the shares sold was $17.23, with individual sale prices ranging from $16.93 to $17.58. After the reported sale, the filing shows Mr. Siebel beneficially owns 2,510,102 shares of Class A common stock indirectly through trusts and investment entities and additional smaller indirect holdings totaling 1,489,320 shares across other entities.

The filing was signed by an attorney-in-fact on 09/17/2025. The disclosure identifies the ownership vehicles: The Siebel Living Trust, First Virtual Holdings, Siebel Asset Management entities, and The Siebel 2011 Irrevocable Children's Trust.

Positive

• Substantial remaining ownership: Reporting person retains 2,510,102 indirect shares after the sale, indicating continued significant economic interest.
• Transaction executed under Rule 10b5-1: Sale was part of a pre-established trading plan dated 09/20/2024, which supports procedural compliance.
• Detailed disclosure of ownership vehicles: Filing lists trusts and entities (Siebel Living Trust, First Virtual Holdings, Siebel Asset Management entities, and a children\'s trust) clarifying indirect holdings.

Negative

• Insider sale of 566,125 shares: A sizeable sale was completed on 09/16/2025, which increases public float.
• Sale price below potential higher historical levels: Weighted-average sale price was $17.23, with individual trades as low as $16.93.
• Concentration of indirect ownership: Large holdings are concentrated in related trusts and entities, which may limit immediate market liquidity from those positions.

Insights

Financial Analyst

TL;DR: Insider sold 566,125 shares under a Rule 10b5-1 plan; substantial indirect ownership remains, suggesting ongoing long-term exposure.

The sale of 566,125 shares at a weighted-average price of $17.23 was executed pursuant to a pre-existing 10b5-1 plan, which typically indicates a pre-authorized, formulaic disposition rather than a discretionary, opportunistic trade. From a capital-markets perspective this is largely neutral: it increases public float modestly while leaving the reporting person with significant indirect holdings (2.51 million shares plus other trust/entity positions totaling over 1.48 million shares). The transaction size relative to aggregate beneficial ownership is meaningful but does not indicate relinquishment of control.

Corporate Governance Expert

TL;DR: Transaction appears procedurally compliant; use of a 10b5-1 plan reduces governance red flags.

The filing documents a planned sale under a Rule 10b5-1 trading plan, which provides an affirmative defense against insider trading claims when properly adopted. The disclosure lists multiple vehicles through which Mr. Siebel holds shares, with indirect ownership continuing after the sale. From a governance standpoint, the filing contains required information (transaction date, price range, ownership vehicles) and signals adherence to insider trading protocols. No changes to board or officer status are reported.

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).

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)
09/16/2025

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
Class A Common Stock	09/16/2025		S(1)		566,125	D	$17.23(2)	2,510,102	I	See Footnote(3)
Class A Common Stock								9,216	I	See Footnote(4)
Class A Common Stock								170,294	I	See Footnote(5)
Class A Common Stock								72,695	I	See Footnote(6)
Class A Common Stock								1,237,115	I	See Footnote(7)

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

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 $16.93 to $17.58, 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 The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

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

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

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

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

	/s/ Andrew Thomases, Attorney-in-Fact	09/17/2025
	** 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 Thomas M. Siebel sell in the Form 4 for C3.ai (AI)?

He sold 566,125 shares of Class A common stock on 09/16/2025 at a weighted-average price of $17.23 under a Rule 10b5-1 plan.

How many C3.ai (AI) shares does Siebel beneficially own after the sale?

The filing reports 2,510,102 indirect shares of Class A common stock plus additional indirect holdings of 1,489,320 shares across other entities.

Was the sale pre-planned or discretionary?

The sale was effected pursuant to a previously established Rule 10b5-1 trading plan dated 09/20/2024.

What price range were the sold shares executed at?

Transactions occurred at prices ranging from $16.93 to $17.58, with a weighted-average of $17.23.

Which entities hold Siebel\\'s indirect C3.ai (AI) shares?

Holdings are reported in The Siebel Living Trust, First Virtual Holdings, Siebel Asset Management, Siebel Asset Management III, and The Siebel 2011 Irrevocable Children\\'s Trust.