C3.ai (AI) director Hyten surrenders 2,500 shares in RSU cash settlement

Rhea-AI Filing Summary

C3.ai director John E. Hyten reported a disposition of Class A common stock tied to equity compensation. On February 15, 2026, he disposed of 2,500 shares to the issuer at $10.78 per share, reflecting that 2,500 of 5,000 vested restricted stock units were settled in cash. After this transaction, he beneficially owned 125,658 Class A shares directly and 102,886 shares indirectly through Hyten Group LLC, where he is the manager and sole member.

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^*

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)
02/15/2026

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	02/15/2026		D(1)		2,500	D	$10.78	125,658	D
Class A Common Stock								102,886	I	See Footnote(2)

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. 2,500 of 5,000 Restricted Stock Units that vested on February 15, 2026 were settled in cash.

2. The shares are held by the Hyten Group LLC, of which the Reporting Person is the manager and sole member.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	02/17/2026
	** 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.
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 insider transaction did C3.ai (AI) director John E. Hyten report?

John E. Hyten reported disposing of 2,500 shares of C3.ai Class A common stock. The shares were surrendered to the issuer at $10.78 per share in connection with vested restricted stock units that were settled in cash rather than in stock.

Was John E. Hyten’s C3.ai (AI) transaction an open market sale?

The transaction was reported as a disposition to the issuer, not an open market sale. It reflects 2,500 of 5,000 restricted stock units that vested on February 15, 2026 being settled in cash, with shares surrendered back to C3.ai.

How many C3.ai (AI) shares does John E. Hyten own after this Form 4?

After the reported transaction, John E. Hyten beneficially owned 125,658 C3.ai Class A shares directly. He also had indirect beneficial ownership of 102,886 additional shares held by Hyten Group LLC, where he serves as manager and sole member.

What role does Hyten Group LLC play in John E. Hyten’s C3.ai (AI) holdings?

Hyten Group LLC holds 102,886 C3.ai Class A shares that are reported as indirectly owned by John E. Hyten. He is the manager and sole member of Hyten Group LLC, which is why these shares are reported as indirect beneficial ownership.

What triggered the 2,500-share disposition reported for C3.ai (AI)?

The 2,500-share disposition was triggered when 5,000 restricted stock units vested on February 15, 2026. Half of those units were settled in cash, with 2,500 shares surrendered to the issuer as reflected in the Form 4 filing.