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

Rhea-AI Filing Summary

On 1–4 Aug 2025, C3.ai (AI) founder, CEO, director and >10% owner Thomas M. Siebel filed a Form 4 detailing several insider transactions:

• Equity-award settlements: 53,125 Restricted Stock Units and 566,666 Performance RSUs vested, converting into 619,791 Class A shares at a $0 exercise cost.
• Tax-related sale: 336,000 shares were automatically sold at a weighted-average $22.77, raising roughly $7.6 million to satisfy withholding obligations.
• Gift/transfer: 323,916 shares were transferred from Siebel’s direct account to The Siebel Living Trust, boosting that trust’s stake to 3.55 million shares and reducing Siebel’s direct holding to zero.
• Residual awards: 159,375 RSUs and 1,416,669 PRSUs (≈1.58 million shares) remain outstanding.

Post-transaction, Siebel still beneficially controls at least ~4.97 million shares across multiple entities, maintaining significant economic exposure while realizing liquidity for taxes.

Positive

• CEO retains ~4.97 million shares, preserving meaningful insider alignment.
• Large equity-award vesting increases total shares under CEO control without cash outlay.

Negative

• 336,000-share sale (~$7.6 m) introduces short-term selling pressure and may be viewed negatively despite tax-related rationale.
• Direct ownership falls to zero, which some investors interpret as reduced confidence.

Insights

Securities Analyst

TL;DR: CEO’s automatic tax sale modestly negative, but large residual stake limits concern.

Siebel’s 336 k-share sale (~$7.6 m) could signal supply pressure and trigger headline risk, yet filings clarify it was issuer-directed to cover tax withholdings. The simultaneous vesting of 620 k shares and sizeable un-vested pool show continuing alignment: total beneficial ownership is still ~5 m shares, or roughly 4.8 % of outstanding. The gift to his trust is ownership-neutral. Overall impact on valuation is minimal; watch for additional discretionary sales that might indicate sentiment shift.

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
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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

(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)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		A		40,125	A	$0	40,125	D
Class A Common Stock	08/01/2025		M		53,125	A	(1)	93,250	D
Class A Common Stock	08/02/2025		M		283,333	A	(2)	376,583	D
Class A Common Stock	08/03/2025		M		283,333	A	(2)	659,916	D
Class A Common Stock	08/04/2025		S(3)		336,000	D	$22.77(4)	323,916	D
Class A Common Stock	08/04/2025		G		323,916	D	$0	0	D
Class A Common Stock	08/04/2025		G		323,916	A	$0	3,551,250	I	See Footnote(5)
Class A Common Stock								9,216	I	See Footnote(6)
Class A Common Stock								170,294	I	See Footnote(7)
Class A Common Stock								72,695	I	See Footnote(8)
Class A Common Stock								1,237,115	I	See Footnote(9)

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)	08/01/2025		M			53,125	(10)	(10)	Class A Common Stock	53,125	$0	159,375	D
Performance Restricted Stock Units	(2)	08/02/2025		M			283,333	(2)	(2)	Class A Common Stock	283,333	$0	850,001	D
Performance Restricted Stock Units	(2)	08/03/2025		M			283,333	(2)	(2)	Class A Common Stock	283,333	$0	566,668	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. Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.

3. 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 and PRSUs reported herein.

4. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $22.595 to $23.015, 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.

5. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

6. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

7. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

8. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

9. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

10. 6.25% of each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall 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	08/05/2025
	** 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

How many C3.ai shares did CEO Thomas Siebel sell?

He sold 336,000 shares at a weighted-average price of $22.77 on 4 Aug 2025.

Were the shares sold under a 10b5-1 trading plan?

The filing does not indicate that the transactions were executed under a Rule 10b5-1(c) plan.

How many shares did Siebel acquire through RSU/PRSU vesting?

He acquired 619,791 shares from RSU and PRSU vesting between 1–3 Aug 2025.

What is Siebel’s total beneficial ownership after these transactions?

Including indirect holdings, he beneficially owns at least ~4.97 million shares of C3.ai Class A stock.

Why were some shares transferred to The Siebel Living Trust?

Siebel gifted 323,916 shares to the trust, a move that changes the ownership vehicle but not his ultimate economic interest.