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

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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Lath Hitesh

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		8,007	A	$0(1)	174,225	D
Class A Common Stock	09/15/2025		M		1,000	A	$0(1)	175,225	D
Class A Common Stock	09/15/2025		M		80,000	A	$0(1)	255,225	D
Class A Common Stock	09/16/2025		S(2)		46,881	D	$16.99(3)	209,154(4)	D

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)	09/15/2025		M			8,007	(5)	(5)	Class A Common Stock	8,007	$0	104,101	D
Restricted Stock Units	(1)	09/15/2025		M			1,000	(6)	(6)	Class A Common Stock	1,000	$0	15,000	D
Restricted Stock Units	(1)	09/15/2025		M			80,000	(7)	(7)	Class A Common Stock	80,000	$0	320,000	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 $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.

4. Includes 810 shares acquired by the Reporting Person under the Issuer's Employee Stock Purchase Plan on September 15, 2025.

5. 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.

6. 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.

7. 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.

	/s/ Andrew Thomases, Attorney-in-Fact	09/17/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did C3.ai CFO Hitesh Lath report on Form 4 (AI)?

The filing reports RSU settlements on 09/15/2025, an ESPP purchase of 810 shares on 09/15/2025, and an automatic sell-to-cover of 46,881 shares on 09/16/2025.

Why were 46,881 shares sold according to the Form 4?

The issuer automatically withheld and sold shares to satisfy the reporting person’s tax withholding obligations related to RSU vesting.

At what price were the withheld shares sold?

The weighted-average sale price was $16.99 per share, with individual sale prices ranging from $16.92 to $17.12.

How many Class A shares does the reporting person own after these transactions?

Following the reported transactions the reporting person beneficially owned 209,154 Class A common shares.

Do the RSU vesting schedules appear in the filing?

Yes. The filing notes vesting tranches and percentages for the RSU awards, including prior vesting dates and ongoing quarterly vesting conditions.