C3.ai, Inc. (AI) insider reports RSU grant, option award and tax sale

Rhea-AI Filing Summary

C3.ai, Inc. executive chairman, director and 10% owner Thomas M. Siebel reported multiple equity transactions in December 2025. On 12/11/2025, 44,767 restricted stock units vested into Class A common stock and he received a new grant of 722,362 RSUs, which vest 33% on December 11, 2026 and then quarterly. On 12/12/2025, 23,000 shares were sold at a weighted-average price of $15.94 to cover tax withholding obligations linked to the RSU vesting.

On the same date, he also received a stock option to buy 1,133,474 Class A shares at an exercise price of $17.512 per share, vesting in three equal annual installments starting December 11, 2026 and expiring on December 10, 2035. Following these transactions, he reports 722,362 shares held directly and additional indirect holdings through family trusts and investment entities.

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).

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)
12/11/2025

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	12/11/2025		M		44,767	A	(1)	44,767	D
Class A Common Stock	12/11/2025		A		722,362(2)	A	(1)	767,129	D
Class A Common Stock	12/12/2025		S(3)		23,000	D	$15.94(4)	744,129	D
Class A Common Stock	12/15/2025		G		21,767	D	$0	722,362	D
Class A Common Stock	12/15/2025		G		21,767	A	$0	1,474,677	I	See Footnote(5)
Class A Common Stock								9,216	I	See Footnote(6)
Class A Common Stock								170,294	I	See Footnote(7)
Class A Common Stock								72,695	I	See Footnote(8)
Class A Common Stock								1,237,115	I	See Footnote(9)

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)	12/11/2025		M			44,767	(10)	(10)	Class A Common Stock	44,767	$0	313,527	D
Stock Option (Right to Buy)	$17.512	12/11/2025		A		1,133,474		(11)	12/10/2035	Class A Common Stock	1,133,474	$0	1,133,474	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. Represents the grant of RSUs. 33% of the RSUs vest on December 11, 2026 and 1/12th of the RSUs vest on each quarterly anniversary thereafter, so long as the Reporting Person continues to provide services through such vesting date.

3. 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.

4. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $15.78 to $16.00, 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. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

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

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

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

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

10. 1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.

11. 1/3rd of the option shall vest on each of December 11, 2026, December 11, 2027 and December 11, 2028, so long as the Reporting Person continues to provide services as the Executive Chairman, or a similar role through such vesting dates.

	/s/ Thomas M. Siebel	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did C3.ai (AI) report for Thomas M. Siebel in December 2025?

Thomas M. Siebel reported RSU vesting into 44,767 Class A shares on 12/11/2025, a new grant of 722,362 restricted stock units, a sale of 23,000 shares on 12/12/2025, and a stock option grant for 1,133,474 shares at an exercise price of $17.512 per share.

How many C3.ai shares did Thomas M. Siebel sell and at what price?

On 12/12/2025, Thomas M. Siebel sold 23,000 shares of C3.ai Class A common stock at a weighted-average price of $15.94 per share, with individual sale prices ranging from $15.78 to $16.00, to satisfy tax withholding obligations related to RSU vesting.

What restricted stock unit (RSU) grants did Thomas M. Siebel receive from C3.ai (AI)?

He received a grant of 722,362 RSUs on 12/11/2025. According to the vesting terms, 33% of these RSUs vest on December 11, 2026, and 1/12 of the RSUs vest on each quarterly anniversary thereafter, so long as he continues to provide services through each vesting date.

What stock option grant did Thomas M. Siebel receive from C3.ai (AI)?

On 12/11/2025, he was granted a stock option to buy 1,133,474 shares of C3.ai Class A common stock at an exercise price of $17.512 per share. The option vests in three equal installments on December 11, 2026, December 11, 2027 and December 11, 2028, and expires on December 10, 2035, contingent on his continued service as Executive Chairman or in a similar role.

How many C3.ai shares does Thomas M. Siebel hold directly after these transactions?

After the reported December 2025 transactions, Thomas M. Siebel reports 722,362 shares of C3.ai Class A common stock held in direct ownership.

What indirect C3.ai (AI) shareholdings are reported for Thomas M. Siebel?

Indirect holdings include 1,474,677 shares held by The Siebel Living Trust (where he is trustee), 9,216 shares held by First Virtual Holdings, LLC (where he is Chairman), 170,294 shares held by Siebel Asset Management, L.P., 72,695 shares held by Siebel Asset Management III, L.P., and 1,237,115 shares held by The Siebel 2011 Irrevocable Children's Trust, where he is co-trustee.