C3.ai CFO stock sale covers RSU tax withholding

C3.ai, Inc. Chief Financial Officer Hitesh Lath reported RSU vesting, share conversions, and a related tax sale.

Rhea-AI Filing Summary

C3.ai, Inc. Chief Financial Officer Hitesh Lath reported RSU vesting, share conversions, and a related tax sale. On March 15, 2026, he exercised restricted stock units to acquire a total of 29,008 shares of Class A Common Stock at a conversion price of $0.00 per share. Each RSU represents a contingent right to receive one share upon settlement. On March 16, 2026, 15,248 shares of Class A Common Stock were sold at a weighted-average price of $8.98 per share in multiple transactions, and were automatically withheld and sold by the issuer to satisfy tax withholding obligations from the RSU vesting. After these transactions, he directly holds 238,308 shares of Class A Common Stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Lath Hitesh

Role CHIEF FINANCIAL OFFICER

Sold 15,248 shs ($137K)

Approx. gross sale proceeds $137K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	15,248	$8.98	$137K
Exercise	Restricted Stock Units	8,008	$0.00	$0.00
Exercise	Restricted Stock Units	1,000	$0.00	$0.00
Exercise	Restricted Stock Units	20,000	$0.00	$0.00
Exercise	Class A Common Stock	8,008	$0.00	$0.00
Exercise	Class A Common Stock	1,000	$0.00	$0.00
Exercise	Class A Common Stock	20,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 381,085 contracts (Direct); Class A Common Stock — 238,308 shares (Direct)

Footnotes (7)

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 $8.895 to $9.01, 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. Includes 1,428 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan on March 15, 2026.
5. F5. 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
6. F6. 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
7. F7. 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

FAQ

What did C3.ai (AI) CFO Hitesh Lath report in this Form 4 filing?

C3.ai CFO Hitesh Lath reported RSU vesting, share conversions, and a related tax sale. He exercised restricted stock units into Class A Common Stock and a portion of shares was sold automatically to satisfy tax withholding obligations tied to the vesting.

How many C3.ai (AI) shares did the CFO sell and at what price?

The CFO reported the sale of 15,248 shares of C3.ai Class A Common Stock at a weighted-average price of $8.98 per share. The shares were sold in multiple transactions within a price range from $8.895 to $9.01, primarily to cover tax withholding obligations.

Why were C3.ai (AI) CFO Hitesh Lath’s shares sold in this Form 4?

The filing states the 15,248 shares were automatically withheld and sold by C3.ai to satisfy Hitesh Lath’s tax withholding obligations related to RSU vesting. This indicates a tax-related disposition rather than a discretionary open-market sale initiated for investment reasons.

How many C3.ai (AI) shares does the CFO hold after these transactions?

Following the reported RSU exercises and the tax-related share sale, C3.ai CFO Hitesh Lath directly holds 238,308 shares of Class A Common Stock. This post-transaction figure reflects the combined effect of RSU conversions into shares and the sale of 15,248 shares for tax withholding.

How many C3.ai (AI) shares did the CFO acquire through RSU exercises?

On March 15, 2026, the CFO exercised restricted stock units representing 29,008 underlying shares of Class A Common Stock at a conversion price of $0.00 per share. Each restricted stock unit corresponds to one share delivered upon settlement, increasing his direct equity position before tax-related sales.

What are the vesting terms for the C3.ai (AI) RSU awards mentioned?

One RSU award vests 5% on March 15, 2024 and 5% quarterly thereafter while service continues. Another vested 20% on June 15, 2025 and 5% quarterly thereafter, and a third vested 20% on September 15, 2025 with 5% vesting quarterly, all contingent on continued service.

Did C3.ai (AI) CFO acquire any shares under an employee stock purchase plan?

Yes. A footnote explains that his holdings include 1,428 shares acquired under C3.ai’s Employee Stock Purchase Plan on March 15, 2026. These ESPP shares are part of his overall reported ownership, alongside shares received from restricted stock unit settlements.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/17/2026 - 05:33 PM Learn about SEC filing dates

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).

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^*

Lath Hitesh

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		8,008	A	$0(1)	231,128	D
Class A Common Stock	03/15/2026		M		1,000	A	$0(1)	232,128	D
Class A Common Stock	03/15/2026		M		20,000	A	$0(1)	252,128	D
Class A Common Stock	03/16/2026		S(2)		15,248	D	$8.98(3)	238,308(4)	D

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)	03/15/2026		M			8,008	(5)	(5)	Class A Common Stock	8,008	$0	88,085	D
Restricted Stock Units	(1)	03/15/2026		M			1,000	(6)	(6)	Class A Common Stock	1,000	$0	13,000	D
Restricted Stock Units	(1)	03/15/2026		M			20,000	(7)	(7)	Class A Common Stock	20,000	$0	280,000	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 $8.895 to $9.01, 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. Includes 1,428 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan on March 15, 2026.

5. 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

6. 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

7. 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	03/17/2026
	** 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.