C3.ai director returns 5,000 shares to company

C3.ai director John E. Hyten reported issuer share dispositions tied to cash-settled RSUs and continues to hold a significant indirect stake through an affiliated LLC.

Rhea-AI Filing Summary

C3.ai, Inc. (AI) director John E. Hyten reported two dispositions of Class A Common Stock back to the company in connection with cash-settled equity awards. On August 14, 2026 and September 15, 2026, 2,500 shares each time were returned to the issuer at prices of $9.93 and $10.79 per share, respectively, reflecting Restricted Stock Units that vested and were settled in cash rather than in stock. Separately, 146,830 shares are reported as held indirectly through Hyten Group LLC, which he manages as sole member, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Disposition: 5,000 shares

Disposition 3 txns

Insider Hyten John E.

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock F2	2,500	$10.79	$27K
Disposition	Class A Common Stock F1	2,500	$9.93	$25K
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 64,214 shares (Direct); Class A Common Stock — 146,830 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. 2,500 of 5,000 Restricted Stock Units that vested on August 14, 2026 were settled in cash.
2. F2. 2,500 of 5,000 Restricted Stock Units that vested on September 15, 2026 were settled in cash.
3. F3. The shares are held by the Hyten Group LLC, of which the Reporting Person is the manager and sole member.

Key Figures

Shares disposed to issuer on August 14, 2026: 2,500 shares Per-share price on August 14, 2026 disposition: $9.93 per share Shares disposed to issuer on September 15, 2026: 2,500 shares +4 more

7 metrics

Shares disposed to issuer on August 14, 2026 2,500 shares Class A Common Stock returned to issuer tied to cash-settled RSUs

Per-share price on August 14, 2026 disposition $9.93 per share Recorded for 2,500 shares of Class A Common Stock

Shares disposed to issuer on September 15, 2026 2,500 shares Class A Common Stock returned to issuer tied to cash-settled RSUs

Per-share price on September 15, 2026 disposition $10.79 per share Recorded for 2,500 shares of Class A Common Stock

Indirectly held shares via Hyten Group LLC 146,830 shares Class A Common Stock held indirectly with John E. Hyten as manager and sole member

Restricted Stock Units vested on August 14, 2026 5,000 units 2,500 of these were settled in cash

Restricted Stock Units vested on September 15, 2026 5,000 units 2,500 of these were settled in cash

Key Terms

Restricted Stock Units, were settled in cash, indirectly, sole member

4 terms

Restricted Stock Units financial

"2,500 of 5,000 Restricted Stock Units that vested on August 14, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

were settled in cash financial

"Restricted Stock Units that vested on September 15, 2026 were settled in cash"

indirectly financial

"The shares are held by the Hyten Group LLC"

sole member financial

"of which the Reporting Person is the manager and sole member"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did C3.ai (AI) director John E. Hyten report?

He reported two dispositions of 2,500 C3.ai Class A shares each on August 14, 2026 and September 15, 2026, returned to the issuer in connection with vested Restricted Stock Units that were settled in cash rather than stock.

At what prices were John E. Hyten’s C3.ai (AI) dispositions recorded?

The reported prices were $9.93 per share for the August 14, 2026 disposition of 2,500 shares and $10.79 per share for the September 15, 2026 disposition of 2,500 shares of C3.ai Class A Common Stock.

How many C3.ai (AI) shares are indirectly held for John E. Hyten after these transactions?

A separate holding line reports 146,830 C3.ai Class A shares held indirectly through Hyten Group LLC, of which John E. Hyten is the manager and sole member, indicating continued substantial indirect ownership.

Were John E. Hyten’s C3.ai (AI) transactions under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan for the reported transactions, and the footnotes describe them as related to Restricted Stock Units vesting and being settled in cash.

What do the cash-settled Restricted Stock Units mean for C3.ai (AI) share issuance?

For each vesting on August 14 and September 15, 2026, 2,500 of 5,000 Restricted Stock Units were settled in cash, with corresponding issuer share dispositions, indicating those vested units did not result in newly issued or retained shares for the insider.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:57 PM Accepted by SEC EDGAR 09/17/2026 - 06:57 PM Learn about SEC filing dates

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^*

Hyten John E.

(Last) (First) (Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD

(Street)

REDWOOD CITY CALIFORNIA 94063

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/14/2026		D(1)		2,500	D	$9.93	66,714	D
Class A Common Stock	09/15/2026		D(2)		2,500	D	$10.79	64,214	D
Class A Common Stock								146,830	I	See Footnote(3)

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

Explanation of Responses:

1. 2,500 of 5,000 Restricted Stock Units that vested on August 14, 2026 were settled in cash.

2. 2,500 of 5,000 Restricted Stock Units that vested on September 15, 2026 were settled in cash.

3. The shares are held by the Hyten Group LLC, of which the Reporting Person is the manager and sole member.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Tom MacMitchell, Attorney-in-Fact	09/17/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)