C3.ai (NYSE: AI) chair Siebel exercises RSUs, sells shares for taxes

Rhea-AI Filing Summary

C3.ai Executive Chairman Thomas M. Siebel reported multiple equity moves involving the company’s Class A Common Stock. On March 11, 2026, he exercised 44,766 Restricted Stock Units, receiving the same number of common shares at a conversion price of $0.00 per share.

In connection with this vesting, 23,435 shares were automatically sold by the issuer on March 12, 2026 at a weighted-average price of about $9.11 per share to satisfy tax withholding obligations. On March 13, 2026, he made two bona fide gifts totaling 42,662 shares, split between his direct holdings and an entity reported as indirect ownership. Following these transactions, he holds 722,362 shares directly and continues to have additional indirect holdings through several trusts and entities, including 1,237,115 shares held by Siebel Asset Management III, L.P.

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, SUITE 500

(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)
03/11/2026

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	03/11/2026		M		44,766	A	(1)	767,128	D
Class A Common Stock	03/12/2026		S(2)		23,435	D	$9.11(3)	743,693	D
Class A Common Stock	03/13/2026		G		21,331	D	$0	722,362	D
Class A Common Stock	03/13/2026		G		21,331	A	$0	694,188	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)	03/11/2026		M			44,766	(9)	(9)	Class A Common Stock	44,766	$0	268,761	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 $9.055 to $9.16, 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. 1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	03/13/2026
	** 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).
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FAQ

What insider transactions did C3.ai (AI) chairman Thomas Siebel report?

Thomas Siebel reported exercising 44,766 RSUs, an automatic tax-related sale of 23,435 shares at a weighted-average $9.11, and two bona fide gifts totaling 42,662 shares. These entries reflect compensation vesting, tax withholding, and personal gifting, not new open-market purchases.

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

Siebel reported an automatic sale of 23,435 C3.ai shares at a weighted-average price of about $9.11 per share. According to the disclosure, these shares were withheld and sold by the issuer to cover tax obligations tied to RSU vesting, rather than a discretionary open-market sale.

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

He exercised 44,766 Restricted Stock Units, receiving an equal number of C3.ai Class A shares at $0.00 per share. Footnotes state one-third of these RSUs vested on September 11, 2025, with the remaining portion vesting quarterly, subject to continued service.

How many C3.ai (AI) shares did Thomas Siebel gift?

Siebel reported two bona fide gifts totaling 42,662 Class A shares, split into 21,331 shares from his direct holdings and 21,331 shares from an indirectly held position. Some indirect holdings are through trusts and entities where he serves as trustee, chairman, or general partner.

What are Thomas Siebel’s C3.ai (AI) holdings after these transactions?

After the reported transactions, Siebel holds 722,362 C3.ai shares directly. He also has substantial indirect holdings through several entities and trusts, including 1,237,115 shares held by Siebel Asset Management III, L.P., plus additional positions in other named entities.

Were Thomas Siebel’s C3.ai (AI) share sales part of a tax withholding event?

Yes. The filing states the 23,435 shares sold at a weighted-average of about $9.11 were automatically withheld and sold by the issuer. This was done to satisfy Siebel’s tax withholding obligations related to the vesting of his Restricted Stock Units.