Insider Form 4: C3.ai CFO Vesting and Sell-to-Cover of 46,881 Shares
Rhea-AI Filing Summary
C3.ai CFO Hitesh Lath reported multiple equity award settlements and an automated sell-to-cover tax withholding. On 09/15/2025 the reporting person had 8,007, 1,000 and 80,000 restricted stock units (RSUs) converted to Class A common stock and/or otherwise recorded as acquired, and also purchased 810 shares through the employee stock purchase plan on 09/15/2025. On 09/16/2025 the issuer automatically withheld and sold 46,881 shares to satisfy tax-withholding obligations at a weighted-average price of $16.99 per share (sales ranged $16.92–$17.12). Following the reported transactions the reporting person beneficially owned 209,154 shares of Class A common stock.
Positive
- Transparent reporting of RSU vesting, ESPP purchase, and tax-withhold sale with price range disclosed
- Significant retained ownership after transactions: 209,154 Class A shares remain beneficially owned
Negative
- Automatic sale of 46,881 shares to cover taxes reduced immediately realizable holdings
Insights
TL;DR: Routine equity compensation vesting with a sell-to-cover tax withholding; not a discretionary open-market sale by the insider.
The filings show standard RSU vesting events and participation in the ESPP, followed by the issuer's automatic sale of shares to satisfy tax obligations. The weighted-average sale price was $16.99, with sale prices ranging from $16.92 to $17.12. Holdings after the transactions totaled 209,154 Class A shares, indicating the insider retains substantial ownership. This pattern is consistent with compensation settlement mechanics rather than signaling a voluntary liquidity event.
TL;DR: Disclosure is timely and follows standard Section 16 reporting conventions for officer RSU vesting and tax-withhold sales.
The Form 4 documents vesting schedules for multiple RSU awards with specified vesting percentages (including prior and post-vest quarterly tranches) and documents the automatic sell-to-cover of 46,881 shares. The filing is signed by an attorney-in-fact and includes an explicit explanation of the withholding and price range, which supports transparency and compliance with insider reporting rules. No indicia of unusual governance events are present in the filing itself.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 46,881 | $16.99 | $797K |
| Exercise | Restricted Stock Units | 8,007 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,000 | $0.00 | -- |
| Exercise | Restricted Stock Units | 80,000 | $0.00 | -- |
| Exercise | Class A Common Stock | 8,007 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,000 | $0.00 | -- |
| Exercise | Class A Common Stock | 80,000 | $0.00 | -- |
Footnotes (1)
- Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 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. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $16.92 to $17.12, 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. Includes 810 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan on September 15, 2025. 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. 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. 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.
