C3.ai grants director options on 132K shares

C3.ai, Inc. (AI) reported that director John Charles Dwyer received a grant of 132,077 options to purchase Class A common stock on August 25, 2026.

Rhea-AI Filing Summary

C3.ai, Inc. (AI) reported that director John Charles Dwyer received a grant of 132,077 options to purchase Class A common stock on August 25, 2026. The options have an exercise price of $9.79 per share and expire on August 24, 2036, leaving him with 132,077 derivative securities held directly after the grant.

Vesting is performance- and service-based: beginning with the vesting commencement date of August 25, 2026, 5% of the option shares vest on the last day of each fiscal quarter that he remains a director and attends the regularly scheduled board meeting in person. Any quarterly portion that does not vest due to a missed meeting becomes “Suspended Shares” and vests only after the fifth anniversary of the vesting commencement date, if the attendance conditions are satisfied in subsequent periods.

Insider Trade Summary

Grant/Award: 132,077 shares

Grant/Award 1 txn

Insider Dwyer John Charles

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Option (Right to Buy) F1	132,077	$0.00	$0.00

Holdings After Transaction: Option (Right to Buy) — 132,077 contracts (Direct)

Footnotes (1)

1. F1. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

Key Figures

Option shares granted: 132,077 shares Exercise price: $9.79 per share Underlying Class A Common Stock: 132,077 shares +4 more

7 metrics

Option shares granted 132,077 shares Option (Right to Buy) granted to director on August 25, 2026

Exercise price $9.79 per share Conversion or exercise price of the option

Underlying Class A Common Stock 132,077 shares Shares of Class A Common Stock underlying the option

Post-transaction derivative holdings 132,077 derivative securities Total derivative securities held directly after the grant

Quarterly vesting rate 5% of option shares Vesting each fiscal quarter when board meeting attendance conditions are met

Option expiration date August 24, 2036 Expiration date of the granted option

Fifth anniversary vesting condition 5 years after August 25, 2026 Suspended Shares vest only following the fifth anniversary if attendance conditions are later met

Key Terms

Option (Right to Buy), Class A Common Stock, Vesting Commencement Date, Quarterly Shares, +1 more

5 terms

Option (Right to Buy) financial

"security_title: "Option (Right to Buy)""

Class A Common Stock financial

"underlying_security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Vesting Commencement Date financial

"commencing after August 25, 2026 (the "Vesting Commencement Date")"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

Quarterly Shares financial

"5% of the shares subject to the option shall vest ... (the "Quarterly Shares")"

Suspended Shares financial

"any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares""

FAQ

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

What equity award did director John Charles Dwyer receive from C3.ai (AI)?

He received an option grant for 132,077 shares of C3.ai Class A common stock on August 25, 2026, at an exercise price of $9.79 per share, expiring on August 24, 2036. All 132,077 derivative securities are held directly following this grant.

How do the new stock options for C3.ai (AI) director Dwyer vest?

Starting on August 25, 2026, 5% of the option shares vest on the last day of each fiscal quarter if he remains a director and attends the regularly scheduled board meeting in person. Missed-meeting portions become “Suspended Shares” with delayed vesting after the fifth anniversary.

What are "Suspended Shares" in Dwyer’s C3.ai (AI) option grant?

“Suspended Shares” are quarterly vesting portions that do not vest because the director fails to attend a regularly scheduled board meeting in person. These shares may vest only after the fifth anniversary of the vesting commencement date if future attendance requirements are met.

Is Dwyer’s C3.ai (AI) option grant reported under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as being pursuant to a plan, and there is no footnote stating that this option grant was made under a pre-arranged trading plan.

How many C3.ai (AI) derivative securities does Dwyer hold after this Form 4 transaction?

After the reported transaction, Dwyer holds 132,077 derivative securities (options) related to C3.ai Class A common stock, held directly, as stated in the Form 4 data.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/27/2026 - 06:35 PM EDT Accepted by SEC EDGAR 08/27/2026 - 06:35 PM EDT 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^*

Dwyer John Charles

(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		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

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

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
Option (Right to Buy)	$9.79	08/25/2026		A		132,077		(1)	08/24/2036	Class A Common Stock(1)	132,077	$0	132,077	D

Explanation of Responses:

1. Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

Remarks:

	/s/ Tom MacMitchell, Attorney-in-Fact	08/27/2026
	** 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)