C3.ai (NYSE: AI) chair Siebel records RSU vesting, tax sale and trust transfers

Rhea-AI Filing Summary

C3.ai Executive Chairman Thomas M. Siebel, a director and 10% owner, reported RSU vesting, related share issuance, a tax-withholding sale, and internal transfers of Class A Common Stock. On February 1, 2026, 53,125 Restricted Stock Units vested and were settled into 53,125 shares of Class A stock at an exercise price of $0, increasing his direct holdings to 775,487 shares.

On February 2, 2026, 27,605 Class A shares were sold at a weighted-average price of $10.81, with the issuer automatically withholding and selling these shares to satisfy tax obligations tied to the RSU vesting. On February 3, 2026, 25,520 shares were transferred from direct ownership to The Siebel Living Trust u/a/d 7/27/93 and 25,520 shares were received by that trust, both at $0. Indirect holdings are also reported in several related entities, including The Siebel Living Trust, First Virtual Holdings, LLC, and Siebel Asset Management partnerships.

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)
02/01/2026

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	02/01/2026		M		53,125	A	(1)	775,487	D
Class A Common Stock	02/02/2026		S(2)		27,605	D	$10.81(3)	747,882	D
Class A Common Stock	02/03/2026		G		25,520	D	$0	722,362	D
Class A Common Stock	02/03/2026		G		25,520	A	$0	657,776	I	See Footnote(4)
Class A Common Stock								9,216	I	See Footnote(5)
Class A Common Stock								170,294	I	See Footnote(6)
Class A Common Stock								72,695	I	See Footnote(7)
Class A Common Stock								1,237,115	I	See Footnote(8)

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)	02/01/2026		M			53,125	(9)	(9)	Class A Common Stock	53,125	$0	53,125	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. 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.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.64 to $11.02, 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.

4. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

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

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

7. The shares are held by Siebel Asset Management III, 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. 6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Sasha Pesic, Attorney-in-Fact	02/03/2026
	** 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).
** 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.
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FAQ

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

Thomas M. Siebel reported RSU vesting into 53,125 C3.ai Class A shares, a sale of 27,605 shares at a weighted-average price of $10.81 to cover taxes, and internal transfers involving 25,520 shares between direct ownership and The Siebel Living Trust.

How many C3.ai (AI) RSUs vested for Thomas M. Siebel on February 1, 2026?

On February 1, 2026, 53,125 Restricted Stock Units vested for Thomas M. Siebel, converting into 53,125 shares of C3.ai Class A Common Stock at an exercise price of $0, increasing his directly held share count reported after the transaction.

Why were 27,605 C3.ai (AI) shares sold at a weighted-average price of $10.81?

27,605 C3.ai Class A shares were automatically withheld and sold by the issuer at a weighted-average price of $10.81 to satisfy Thomas M. Siebel’s tax withholding obligations arising from the vesting of his Restricted Stock Units reported in this filing.

What is the RSU vesting schedule disclosed for C3.ai (AI) Executive Chairman Thomas M. Siebel?

The filing states 6.25% of the RSU award vested on August 1, 2022, and 6.25% will continue to vest on a quarterly basis thereafter, provided Thomas M. Siebel continues to provide services through each applicable vesting date.

Which entities hold C3.ai (AI) shares associated with Thomas M. Siebel?

C3.ai shares associated with Thomas M. Siebel are held by several entities, including The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., and Siebel Asset Management III, L.P., where he is described as trustee, Chairman, or general partner.

What was the nature of the February 3, 2026 transfers of C3.ai (AI) shares?

On February 3, 2026, 25,520 C3.ai Class A shares moved from direct ownership to The Siebel Living Trust at a reported price of $0, with a corresponding 25,520 shares reported as acquired indirectly by that trust, reflecting internal ownership reallocation.