AI insider acquires 28,628-optioned shares; $19.16 strike

Rhea-AI Filing Summary

Alan S. Murray, a director of C3.ai, Inc. (AI), reported acquiring a stock option to purchase 28,628 shares of Class A common stock with an exercise price of $19.16 on 10/03/2025. The option was reported as an acquisition and shows 28,628 shares underlying the option with a stated exercisability/expiration entry of 10/02/2035. Vesting is time- and attendance-based: starting on the Vesting Commencement Date of 10/03/2025, 12.5% of the optioned shares vest at the end of each fiscal quarter while the reporting director attends regularly scheduled quarterly board meetings, through a two-year period. Any quarterly vesting missed for lack of attendance becomes suspended and will only vest after the second anniversary if attendance requirements are later met. The form is signed by an attorney-in-fact on 10/07/2025.

Positive

• Director alignment: Acquisition of 28,628 optioned shares at $19.16 aligns a director’s financial interests with shareholders
• Retention design: Quarterly vesting over two years (12.5% per quarter) encourages continued board service

Negative

• Conditional vesting: Vesting is suspended if the director misses regularly scheduled board meetings, potentially delaying ownership
• Execution timeline uncertainty: Though exercisable reference shows 10/02/2035, actual timing of conversion depends on attendance and vesting conditions

Insights

Corporate Governance Analyst

Director option grant ties compensation to continued board attendance and tenure.

The option award of $19.16 for 28,628 underlying shares is structured with quarterly vesting over two years, and vesting is explicitly conditioned on attending regularly scheduled board meetings. This design links equity realization to active governance participation rather than only to time served.

That structure reduces immediate dilution risk by delaying full vesting and creates a clear behavioral condition: missed meetings suspend quarterly vesting until after the two-year mark if attendance resumes. Investors can monitor vesting progress across the next two years for potential changes in outstanding beneficial ownership.

Executive Compensation Specialist

The grant mixes retention and performance-by-attendance features with a ten-year contractual term.

The option shows an exercise/exercisability reference of 10/02/2035, indicating a long potential term for exercise after vesting, while vesting occurs in 12.5% quarterly installments subject to attendance. This creates retention incentives and aligns a director's financial interest with ongoing board participation.

Material monitoring items include the director's actual board attendance records and any future amendments to the vesting schedule; changes would affect when the reported 28,628 shares could convert to exercised, taxable holdings.

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^*

Murray Alan S

(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 director Alan S. Murray file on Form 4 (AI)?

The filing reports an acquisition of an option covering 28,628 shares of Class A common stock with an exercise price of $19.16, reported on 10/03/2025.

When do the optioned shares vest for Alan S. Murray (AI)?

Vesting begins on the Vesting Commencement Date 10/03/2025 with 12.5% of shares vesting on the last day of each fiscal quarter for two years, contingent on attending regularly scheduled board meetings.

What happens if the director misses a board meeting?

Quarterly vesting for the affected shares is suspended; suspended shares only vest after the second anniversary of the Vesting Commencement Date if attendance requirements are later satisfied.

Is there an exercisability or expiration date shown for the option (AI)?

The form includes a date entry of 10/02/2035 in the option schedule fields, indicating a long-term exercise reference for the optioned shares.

Who signed the Form 4 for Alan S. Murray?

The form was signed by Andrew Thomases, Attorney-in-Fact on 10/07/2025.