C3.ai (NYSE: AI) ties director’s 132K options to board attendance
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
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 shares (Direct)
Footnotes (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.
FAQ
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.
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.
