C3.ai (AI) Executive Chairman Thomas Siebel discloses RSU vesting, tax sale and gifts

Rhea-AI Filing Summary

C3.ai, Inc. insider Thomas M. Siebel, Executive Chairman, director and 10% owner, reported several equity transactions in Class A common stock. On 12/01/2025, 32,736 shares were acquired upon the vesting and settlement of restricted stock units, with a matching reduction in RSUs reported as an exercise (code M). On 12/02/2025, 17,000 shares were sold (code S) at a weighted-average price of $14.21, with the company’s explanation stating these sales were automatically made to cover tax withholding on the RSU vesting. On 12/03/2025, 15,736 shares were transferred as gifts (code G) from direct ownership to indirect ownership at zero price. Following these transactions, Siebel reports direct ownership of Class A common stock and substantial indirect holdings through multiple entities and trusts, as well as 130,946 RSUs that remain outstanding and unexercised.

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)
12/01/2025

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	12/01/2025		M		32,736	A	(1)	32,736	D
Class A Common Stock	12/02/2025		S(2)		17,000	D	$14.21(3)	15,736	D
Class A Common Stock	12/03/2025		G		15,736	D	$0	0	D
Class A Common Stock	12/03/2025		G		15,736	A	$0	1,452,910	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)	12/01/2025		M			32,736	(9)	(9)	Class A Common Stock	32,736	$0	130,946	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 $14.17 to $14.235, 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.

	/s/ Thomas M. Siebel	12/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did C3.ai (AI) insider Thomas M. Siebel report in this Form 4?

Thomas M. Siebel reported the vesting of 32,736 RSU-based shares of C3.ai Class A common stock, a sale of 17,000 shares to cover tax obligations, and a transfer of 15,736 shares as gifts between direct and indirect ownership.

Why were 17,000 C3.ai (AI) shares sold by Thomas M. Siebel?

The filing explains that 17,000 shares of C3.ai Class A common stock were automatically withheld and sold by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units.

How many C3.ai (AI) restricted stock units does Thomas M. Siebel still hold?

After the reported transactions, Thomas M. Siebel reports beneficial ownership of 130,946 restricted stock units (RSUs), each representing a contingent right to receive one share of Class A common stock upon settlement.

How do Thomas M. Siebel’s C3.ai (AI) RSUs vest over time?

The filing states that 1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as Siebel continues to provide services through each vesting date.

What indirect holdings of C3.ai (AI) shares does Thomas M. Siebel report?

Siebel reports indirect ownership of C3.ai Class A common stock through several entities and trusts, including 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.

What does transaction code M mean in Thomas M. Siebel’s C3.ai (AI) Form 4?

In this context, transaction code M indicates the settlement of restricted stock units (RSUs), where each RSU converts into one share of C3.ai Class A common stock upon vesting.