C3.ai CEO Siebel acquires 428K shares through gifts

The CEO and Chairman's direct Class A holding was listed at 722,362 shares as of September 30, 2026.

Rhea-AI Filing Summary

C3.ai, Inc. (symbol: AI) is the issuer of record for a Form 4 filing submitted to the SEC. C3.ai, Inc. CEO and Chairman Thomas M. Siebel reported eight indirect gift transactions dated September 30, 2026, involving 428,128 shares: four transactions of 106,793 Class B Common Stock shares each and four of 239 Class A Common Stock shares each. Footnotes identify RS DE Investments LLC, CS DE Investments LLC, TS DE Investments LLC and HS DE Investments LLC as holders; they describe the Class A shares as received in pro-rata distributions to partners of two asset-management partnerships.

Insider Trade Summary

428,128 shares gifted

Gift 16 txns

Insider SIEBEL THOMAS M

Role CEO and Chairman of the Board

Type	Security	Shares	Price	Value
Gift	Class B Common Stock F12, F2	106,793	$0.00	$0.00
Gift	Class B Common Stock F12, F3	106,793	$0.00	$0.00
Gift	Class B Common Stock F12, F4	106,793	$0.00	$0.00
Gift	Class B Common Stock F12, F5	106,793	$0.00	$0.00
Gift	Class A Common Stock F1, F2	239	$0.00	$0.00
Gift	Class A Common Stock F1, F3	239	$0.00	$0.00
Gift	Class A Common Stock F1, F4	239	$0.00	$0.00
Gift	Class A Common Stock F1, F5	239	$0.00	$0.00
holding	Class B Common Stock F12, F6	--	--	--
holding	Class B Common Stock F12, F7	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock F1, F6	--	--	--
holding	Class A Common Stock F1, F7	--	--	--
holding	Class A Common Stock F1, F8	--	--	--
holding	Class A Common Stock F1, F9	--	--	--
holding	Class A Common Stock F10, F11	--	--	--

Holdings After Transaction: Class B Common Stock — 2,999,992 contracts for 2,572,820 underlying shares (Indirect, See Footnote); Class A Common Stock — 8,450,508 shares (Indirect, See Footnote); Class A Common Stock — 722,362 shares (Direct)

Footnotes (12)

1. F1. Includes shares of Class A Common Stock received in pro-rata distributions of all 170,294 and 72,695 shares of Class A Common Stock held by Siebel Asset Management L.P. and Siebel Asset Management III, L.P., respectively, to their partners in transactions that constituted a change in beneficial ownership exempt under Rule 16a-13.
2. F2. The shares are held by RS DE Investments LLC, of which the Reporting Person is the manager.
3. F3. The shares are held by CS DE Investments LLC, of which the Reporting Person is the manager.
4. F4. The shares are held by TS DE Investments LLC, of which the Reporting Person is the manager.
5. F5. The shares are held by HS DE Investments LLC, of which the Reporting Person is the manager.
6. F6. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
7. F7. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is trustee.
8. F8. The shares are held by HS ET DE Investments LLC, of which the Reporting Person is the manager.
9. F9. The shares are held by Siebel Legacy Investments I LLC, of which the Reporting Person is the manager.
10. F10. Represents shares of Class A Common Stock transferred from The Siebel 2011 Irrevocable Children's Trust in a transaction that constituted a change in beneficial ownership exempt under Rule 16a-13.
11. F11. The shares are held by Siebel Legacy Investments II LLC, of which the Reporting Person is the manager.
12. F12. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

Key Figures

Shares involved in gift transactions: 428,128 shares Class B Common Stock per transaction: 106,793 shares Class A Common Stock per transaction: 239 shares +3 more

6 metrics

Shares involved in gift transactions 428,128 shares Eight indirect gift transactions dated September 30, 2026

Class B Common Stock per transaction 106,793 shares Each of four indirect transactions dated September 30, 2026

Class A Common Stock per transaction 239 shares Each of four indirect transactions dated September 30, 2026

Direct Class A Common Stock holding 722,362 shares Thomas M. Siebel's reported holding on September 30, 2026

Underlying Class A shares 2,072,820 shares Indirect Class B Common Stock holding through The Siebel Living Trust

Underlying Class A shares 500,000 shares Indirect Class B Common Stock holding through First Virtual Holdings, LLC

Key Terms

bona fide gift, pro-rata distributions, Rule 16a-13, convertible at any time at the option of the holder

4 terms

bona fide gift regulatory

"Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

pro-rata distributions financial

"received in pro-rata distributions"

Rule 16a-13 regulatory

"change in beneficial ownership exempt under Rule 16a-13"

convertible at any time at the option of the holder technical

"Each share of Class B Common Stock is convertible at any time at the option of the holder"

FAQ

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

How many C3.ai (AI) shares were involved in the September 30 gift transactions?

Eight gift transactions involving 428,128 shares were reported on September 30, 2026: four indirect transactions of 106,793 Class B Common Stock shares each and four of 239 Class A Common Stock shares each. The Class A shares were received in pro-rata distributions to partners of two asset-management partnerships.

How many Class A shares did C3.ai CEO Thomas M. Siebel hold directly?

Thomas M. Siebel's direct Class A holding was listed as 722,362 shares on September 30, 2026.

How can C3.ai Class B shares convert to Class A shares?

Each Class B Common Stock share is convertible at any time, at the holder's option, into one share of Class A Common Stock.

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

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Available on EDGAR 10/02/2026 - 06:27 PM Accepted by SEC EDGAR 10/02/2026 - 06:27 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^*

SIEBEL THOMAS M

(Last) (First) (Middle)

C/O C3.AI, INC.

1400 SEAPORT BLVD

(Street)

REDWOOD CITY CALIFORNIA 94603

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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	09/30/2026		G		239	A	$0	45,822(1)	I	See Footnote(2)
Class A Common Stock	09/30/2026		G		239	A	$0	59,326(1)	I	See Footnote(3)
Class A Common Stock	09/30/2026		G		239	A	$0	39,639(1)	I	See Footnote(4)
Class A Common Stock	09/30/2026		G		239	A	$0	2,552(1)	I	See Footnote(5)
Class A Common Stock								722,362	D
Class A Common Stock								7,105,832(1)	I	See Footnote(6)
Class A Common Stock								13,066(1)	I	See Footnote(7)
Class A Common Stock								37,327(1)	I	See Footnote(8)
Class A Common Stock								54,616(1)	I	See Footnote(9)
Class A Common Stock								1,237,115(10)	I	See Footnote(11)

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
Class B Common Stock	(12)	09/30/2026		G		106,793		(12)	(12)	Class A Common Stock	106,793	$0	106,793	I	See Footnote(2)
Class B Common Stock	(12)	09/30/2026		G		106,793		(12)	(12)	Class A Common Stock	106,793	$0	106,793	I	See Footnote(3)
Class B Common Stock	(12)	09/30/2026		G		106,793		(12)	(12)	Class A Common Stock	106,793	$0	106,793	I	See Footnote(4)
Class B Common Stock	(12)	09/30/2026		G		106,793		(12)	(12)	Class A Common Stock	106,793	$0	106,793	I	See Footnote(5)
Class B Common Stock	(12)							(12)	(12)	Class A Common Stock	2,072,820		2,072,820	I	See Footnote(6)
Class B Common Stock	(12)							(12)	(12)	Class A Common Stock	500,000		500,000	I	See Footnote(7)

Explanation of Responses:

1. Includes shares of Class A Common Stock received in pro-rata distributions of all 170,294 and 72,695 shares of Class A Common Stock held by Siebel Asset Management L.P. and Siebel Asset Management III, L.P., respectively, to their partners in transactions that constituted a change in beneficial ownership exempt under Rule 16a-13.

2. The shares are held by RS DE Investments LLC, of which the Reporting Person is the manager.

3. The shares are held by CS DE Investments LLC, of which the Reporting Person is the manager.

4. The shares are held by TS DE Investments LLC, of which the Reporting Person is the manager.

5. The shares are held by HS DE Investments LLC, of which the Reporting Person is the manager.

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

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

8. The shares are held by HS ET DE Investments LLC, of which the Reporting Person is the manager.

9. The shares are held by Siebel Legacy Investments I LLC, of which the Reporting Person is the manager.

10. Represents shares of Class A Common Stock transferred from The Siebel 2011 Irrevocable Children's Trust in a transaction that constituted a change in beneficial ownership exempt under Rule 16a-13.

11. The shares are held by Siebel Legacy Investments II LLC, of which the Reporting Person is the manager.

12. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

	/s/ Tom MacMitchell, Attorney-in-Fact	10/02/2026
	** 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)