STOCK TITAN

C3.ai insider Siebel sells 16,890 shares for taxes

C3.ai CEO Thomas M. Siebel reported RSU vesting, a tax-related share sale, and a gift transfer involving C3.ai Class A Common Stock.

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

C3.ai, Inc. (AI) reported several equity transactions by CEO, Chairman and 10% owner Thomas M. Siebel. On September 1, 2026, 32,736 Restricted Stock Units vested and were settled into 32,736 shares of Class A Common Stock.

On September 2, 2026, 16,890 shares were automatically withheld and sold by the issuer at a weighted-average price between $10.30 and $10.31 per share to satisfy tax withholding obligations. On September 3, 2026, Siebel made a bona fide gift of 15,846 directly held shares and an associated 15,846-share acquisition by The Siebel Living Trust, where he is trustee, was reported as indirect ownership. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider SIEBEL THOMAS M
Role CEO and Chairman of the Board
Sold 16,890 shs ($174K)
Approx. gross sale proceeds $174K
Type Security Shares Price Value
Gift Class A Common Stock 15,846 $0.00 $0.00
Gift Class A Common Stock F4 15,846 $0.00 $0.00
Sale Class A Common Stock F2, F3 16,890 $10.30 $174K
Exercise Restricted Stock Units F1, F9 32,736 $0.00 $0.00
Exercise Class A Common Stock F1 32,736 -- --
holding Class A Common Stock F5 -- -- --
holding Class A Common Stock F6 -- -- --
holding Class A Common Stock F7 -- -- --
holding Class A Common Stock F8 -- -- --
Holdings After Transaction: Restricted Stock Units — 32,738 contracts (Direct); Class A Common Stock — 722,362 shares (Direct); Class A Common Stock — 8,572,353 shares (Indirect, See Footnote)
Footnotes (9)
  1. F1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  2. F2. 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. F3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.30 to $10.31, 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. F4. 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. F5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
  6. F6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
  7. F7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
  8. F8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
  9. F9. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.
RSUs vested 32,736 units Restricted Stock Units vesting on September 1, 2026, each settling into one share
Shares issued on RSU settlement 32,736 shares Class A Common Stock delivered upon RSU settlement on September 1, 2026
Shares sold for tax withholding 16,890 shares Automatically withheld and sold on September 2, 2026 to satisfy tax obligations
Weighted-average sale price $10.30–$10.31 per share Price range for shares sold on September 2, 2026, as a weighted average
Gifted shares 31,692 shares Total shares involved in bona fide gift and corresponding indirect acquisition on September 3, 2026
Restricted Stock Unit (RSU) financial
"Each Restricted Stock Unit (RSU) represents a contingent right to receive one share"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
bona fide gift financial
"transaction code description states Bona fide gift for certain transfers"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
weighted-average price financial
"The price reported is a weighted-average price for shares sold"
Weighted-average price is the average of multiple prices where each price is counted according to its size or importance—larger trades carry more weight than smaller ones, like averaging course grades by credit hours. It matters to investors because it gives a more realistic picture of the true price paid or received, helping assess trade execution, compare performance, calculate cost basis, and value positions more accurately than a simple average.
tax withholding obligations financial
"shares were automatically withheld and sold to satisfy the Reporting Person's tax withholding obligations"

FAQ

What RSU activity did C3.ai (AI) report for Thomas M. Siebel?

On September 1, 2026, 32,736 RSUs vested for Thomas M. Siebel, each RSU representing a contingent right to receive one share of C3.ai Class A Common Stock upon settlement.

How many C3.ai (AI) shares were sold and at what price?

On September 2, 2026, 16,890 shares of C3.ai Class A Common Stock were automatically withheld and sold by the issuer at a weighted-average price between $10.30 and $10.31 per share to satisfy tax withholding obligations related to RSU vesting.

Was the September 2, 2026 C3.ai (AI) sale under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan; the document-level Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the sale as an automatic tax-withholding transaction.

What gift transactions involving C3.ai (AI) shares did Thomas M. Siebel report?

On September 3, 2026, Thomas M. Siebel reported a bona fide gift of 15,846 directly held shares of Class A Common Stock and a corresponding 15,846-share indirect acquisition by The Siebel Living Trust, where he is trustee.

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

Indirect holdings are reported through The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust, with Siebel in trustee, chairman, or general partner roles.

What is the vesting schedule for the reported C3.ai (AI) RSUs?

For the RSUs referenced, 1/12th vests on each quarterly anniversary from December 1, 2023, provided Thomas M. Siebel continues to provide services through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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).
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, SUITE 500

(Street)
REDWOOD CITY CALIFORNIA 94603

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman of the Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026M32,736A(1)755,098D
Class A Common Stock09/02/2026S(2)16,890D$10.3(3)738,208D
Class A Common Stock09/03/2026G15,846D$0722,362D
Class A Common Stock09/03/2026G15,846A$07,083,033ISee Footnote(4)
Class A Common Stock9,216ISee Footnote(5)
Class A Common Stock170,294ISee Footnote(6)
Class A Common Stock72,695ISee Footnote(7)
Class A Common Stock1,237,115ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/01/2026M32,736 (9) (9)Class A Common Stock32,736$032,738D
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 $10.30 to $10.31, 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 The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
9. 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.
Remarks:
/s/ Tom MacMitchell, Attorney-in-Fact09/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)