C3.ai (AI) 10b5-1 sale: 543,706 shares at $14.91–$15.59

Rhea-AI Filing Summary

C3.ai (AI) reported an insider transaction by an Executive Chairman who is also a Director and 10% Owner. On 11/11/2025, the reporting person sold 543,706 shares of Class A Common Stock under a previously established Rule 10b5-1 trading plan dated September 20, 2024.

The reported weighted-average price was $15.24, with individual trades executed between $14.91 and $15.59. Following the sale, beneficial ownership includes 1,437,174 shares held indirectly by a trust, plus additional indirect holdings of 9,216, 170,294, 72,695, and 1,237,115 shares through related entities, as noted in the footnotes.

Insights

Insider Transactions Analyst

Executive Chair and 10% owner sold shares under a 10b5-1 plan; ongoing large indirect holdings remain.

The Executive Chairman, a 10% owner and director, reported selling 543,706 shares of C3.ai Class A on 11/11/2025 under a pre-established Rule 10b5-1 plan dated September 20, 2024. The sale used a weighted-average price of $15.24 across trades executed between $14.91 and $15.59. This indicates a programmed transaction rather than discretionary timing.

Post-transaction, significant indirect beneficial ownership remains across multiple entities: 1,437,174 shares via a living trust; 9,216 via First Virtual Holdings, LLC; 170,294 via Siebel Asset Management, L.P.; 72,695 via Siebel Asset Management III, L.P.; and 1,237,115 via a 2011 irrevocable children's trust. The price disclosure is weighted-average; detailed trade-level prices are available upon request.

Key items to watch: any subsequent Form 4s under this plan, changes in the plan, or shifts in indirect holdings. The plan-based nature frames the activity as scheduled; monitoring through the next filings cycle after 11/2025 will clarify cadence and size of further programmed sales.

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)
11/11/2025

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	11/11/2025		S(1)		543,706	D	$15.24(2)	1,437,174	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 $14.91 to $15.59, 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	11/12/2025
	** 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 insider transaction did C3.ai (AI) disclose?

A sale of 543,706 shares of Class A Common Stock on 11/11/2025 by a reporting person who is Executive Chairman, Director, and 10% Owner.

Was the C3.ai (AI) sale under a Rule 10b5-1 plan?

Yes. It was effected under a Rule 10b5-1 trading plan dated September 20, 2024.

What was the price for the C3.ai (AI) insider sale?

The weighted-average price was $15.24, with trades ranging from $14.91 to $15.59.

What roles does the reporting person hold at C3.ai (AI)?

The reporting person is a Director, 10% Owner, and Officer (Executive Chairman).

How many C3.ai (AI) shares were beneficially owned after the sale?

Holdings include 1,437,174 shares indirectly via a trust, plus additional indirect amounts of 9,216, 170,294, 72,695, and 1,237,115 shares via related entities.

What do the footnotes indicate about C3.ai (AI) holdings?

They specify entities holding shares, including a trust, an LLC, two limited partnerships, and an irrevocable children's trust.