[Form 4] C3.ai, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Director Jim H. Snabe received a stock option award for 28,628 shares of Class A common stock with an exercise price of $19.16. The option was granted on 10/03/2025 and has an expiration/exercise term tied to an expiration date of 10/02/2035. The award vests in 12.5% increments on the last day of each regularly scheduled quarterly board meeting starting on the vesting commencement date of 10/03/2025, subject to in-person attendance; any quarterly vesting missed will be suspended and may vest only after the second anniversary if attendance requirements are later met. The Form 4 was filed as a report by one reporting person and signed by an attorney-in-fact on 10/07/2025.

Positive

• Equity alignment: Grant of 28,628 options promotes long-term alignment between the director and shareholders
• Staggered vesting: 12.5% quarterly vesting encourages continued service and engagement through board meetings

Negative

• Attendance contingency: Vesting requires in-person attendance; missed quarters create Suspended Shares that delay vesting
• Deferred realization: Options expire in 2035, so economic benefit is long‑dated and depends on future stock performance

Insights

Corporate Governance Expert

Grant ties director pay to long-term equity ownership with attendance-based vesting conditions.

The option award of $19.16 exercise price for 28,628 underlying shares vests in 12.5% quarterly tranches beginning 10/03/2025, which aligns the director's economic interest with shareholder outcomes over a multi-year period.

Vesting is explicitly conditional on in-person attendance at regularly scheduled board meetings; missed quarterly vesting is suspended and only becomes eligible after the second anniversary if attendance is subsequently satisfied, creating a governance control that enforces board participation. Monitor actual vesting events and any filings showing exercised or disposed shares over the next two years for changes in ownership.

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^*

Snabe Jim H.

(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)
10/03/2025

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

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
Stock Option (Right to Buy)	$19.16	10/03/2025		A		28,628		(1)	10/02/2035	Class A Common Stock	28,628	$0	28,628	D

Explanation of Responses:

1. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter following October 3, 2025 (the "Vesting Commencement Date") until the two-year anniversary date, 12.5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the second anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

	/s/ Andrew Thomases, Attorney-in-Fact	10/07/2025
	** 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.
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FAQ

What did C3.ai (AI) report on Form 4 for Jim H. Snabe?

The report discloses an option grant for 28,628 shares of Class A common stock with an exercise price of $19.16, dated 10/03/2025.

When do the options for Jim H. Snabe begin vesting?

Vesting begins on 10/03/2025 with 12.5% of the optioned shares vesting on the last day of each regularly scheduled quarterly board meeting thereafter.

Are there any special conditions on vesting for these options?

Yes. Vesting requires the director to attend in person each regularly scheduled quarterly board meeting; missed vesting is suspended and may vest only after the second anniversary if attendance requirements are later satisfied.

What is the term or expiration associated with the option?

The option lists an exercisable/expiration date of 10/02/2035 for the underlying 28,628 shares.

Who filed the Form 4 and when was it signed?

The Form 4 was filed by one reporting person and the signature on the filing is by an attorney-in-fact on 10/07/2025.