C3.ai (NYSE: AI) CEO trades 495,575 shares and exercises awards

Rhea-AI Filing Summary

C3.ai, Inc. CEO and Chairman Thomas M. Siebel reported a mix of stock sales, option exercises, RSU vesting and gifts of Class A Common Stock. He exercised stock options for 472,005 shares at $2.04 per share and 44,767 RSUs that converted into the same number of shares. On June 12–15, 2026, he sold 472,005 shares at a weighted-average price of about $11.11 and 23,570 shares at $10.92 per share, with a portion automatically sold by the issuer to satisfy tax withholding tied to RSU vesting under company policy. The filing notes that at least some sales were made under a previously established Rule 10b5-1 trading plan dated September 20, 2024. Siebel also made bona fide gifts totaling 42,394 shares, both from direct holdings and from a trust. After these transactions, he directly holds 722,362 shares, while entities and trusts associated with him hold several million additional shares reported as indirect ownership.

Insights

Equity compensation and insider-trading analyst

Siebel’s Form 4 shows routine option exercises, planned sales, and gifts, with substantial holdings retained.

The filing shows Thomas M. Siebel exercising stock options for 472,005 shares at $2.04 and 44,767 RSUs that settled into common stock. He then sold 472,005 shares at about $11.11 and 23,570 shares at $10.92, a classic exercise-and-sell pattern.

Footnotes state that some shares were automatically sold to cover tax withholding related to RSU vesting, and that at least part of the activity occurred under a pre-established Rule 10b5-1 trading plan dated September 20, 2024. Such mechanistic and pre-planned trades carry less informational weight about management’s view of the stock.

The filing also reports bona fide gifts totaling 42,394 shares and significant indirect holdings via trusts and entities, including 6,923,353 shares held by The Siebel Living Trust. With 722,362 shares still held directly and no remaining derivative positions listed, the net effect appears to be portfolio management rather than a thesis-changing move.

Insider Trade Summary 10b5-1

Net Seller: 495,575 shares ($5,501,360)

Net Sell 12 txns

Insider SIEBEL THOMAS M

Role CEO and Chairman of the Board

Sold 495,575 shs ($5.50M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	472,005	$0.00	--
Gift	Class A Common Stock	21,197	$0.00	--
Gift	Class A Common Stock	21,197	$0.00	--
Exercise	Class A Common Stock	472,005	$2.04	$963K
Sale	Class A Common Stock	472,005	$11.11	$5.24M
Sale	Class A Common Stock	23,570	$10.92	$257K
Exercise	Restricted Stock Units	44,767	$0.00	--
Exercise	Class A Common Stock	44,767	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 329,075 shares (Direct, null); Class A Common Stock — 722,362 shares (Direct, null); Class A Common Stock — 6,923,353 shares (Indirect, See Footnote); Restricted Stock Units — 223,994 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 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 reported herein. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $11.06, 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. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.845 to $11.34, 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. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee. 1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates. Fully vested.

Key Figures

Shares sold at $11.11: 472,005 shares Shares sold at $10.92: 23,570 shares Options exercised: 472,005 shares at $2.04 +5 more

8 metrics

Shares sold at $11.11 472,005 shares Class A Common Stock sale at weighted-average $11.11 on June 15, 2026

Shares sold at $10.92 23,570 shares Class A Common Stock sale at $10.92 on June 12, 2026

Options exercised 472,005 shares at $2.04 Stock options exercised into Class A Common Stock

RSUs settled 44,767 RSUs Restricted Stock Units converted to Class A Common Stock

Gifts of shares 42,394 shares Total bona fide gifts of Class A Common Stock

Direct holdings after trades 722,362 shares Direct Class A Common Stock owned following transactions

Siebel Living Trust holdings 6,923,353 shares Class A Common Stock held by The Siebel Living Trust

Remaining RSUs 223,994 units Restricted Stock Units outstanding after conversions

Key Terms

Restricted Stock Unit (RSU), Rule 10b5-1 trading plan, bona fide gift, weighted-average price, +2 more

6 terms

Restricted Stock Unit (RSU) financial

"Each Restricted Stock Unit (RSU) represents a contingent right to receive one share"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

Rule 10b5-1 trading plan regulatory

"The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

bona fide gift financial

"transaction_code_description": "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.

weighted-average price financial

"The price reported is a weighted-average price. These shares were sold in multiple transactions"

Stock Option (Right to Buy) financial

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

tax withholding obligations financial

"sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs"

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Form 4 Insider Transactions: What Each Field Means →

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).

X

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, SUITE 500

(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)
06/11/2026

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	06/11/2026		M		44,767	A	(1)	767,129	D
Class A Common Stock	06/12/2026		S(2)		23,570	D	$10.92(3)	743,559	D
Class A Common Stock	06/15/2026		G		21,197	D	$0	722,362	D
Class A Common Stock	06/15/2026		G		21,197	A	$0	6,923,353	I	See Footnote(4)
Class A Common Stock	06/15/2026		M(5)		472,005	A	$2.04	1,194,367	D
Class A Common Stock	06/15/2026		S(5)		472,005	D	$11.11(6)	722,362	D
Class A Common Stock								9,216	I	See Footnote(7)
Class A Common Stock								170,294	I	See Footnote(8)
Class A Common Stock								72,695	I	See Footnote(9)
Class A Common Stock								1,237,115	I	See Footnote(10)

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)	06/11/2026		M			44,767	(11)	(11)	Class A Common Stock	44,767	$0	223,994	D
Stock Option (Right to Buy)	$2.04	06/15/2026		M(5)			472,005	(12)	11/07/2027	Class A Common Stock	472,005	$0	329,075	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. 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 reported herein.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $11.06, 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.

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

5. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.

6. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.845 to $11.34, 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.

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

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

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

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

11. 1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.

12. Fully vested.

Remarks:

	/s/ Sasha Pesic, Attorney-in-Fact	06/15/2026
	** 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)

FAQ

What insider transactions did C3.ai (AI) CEO Thomas Siebel report in this Form 4?

Thomas Siebel reported exercising options and RSUs, selling 495,575 C3.ai Class A shares, and making 42,394 shares in bona fide gifts. The activity combines compensation-related exercises, open-market sales, and transfers, rather than a single large discretionary trade.

How many C3.ai (AI) shares did Thomas Siebel sell, and at what prices?

Siebel sold 472,005 C3.ai Class A shares at a weighted-average price of about $11.11 and 23,570 shares at $10.92. Some shares were sold automatically to cover tax withholding obligations tied to RSU vesting, according to the filing footnotes.

Were Thomas Siebel’s C3.ai (AI) stock sales made under a Rule 10b5-1 plan?

Yes. The Form 4 states that the reported transaction activity was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024. Such pre-arranged plans indicate the trades were scheduled in advance, reducing the significance of their specific timing.

What stock options and RSUs did Thomas Siebel exercise in this C3.ai (AI) filing?

Siebel exercised stock options for 472,005 C3.ai shares at a $2.04 exercise price and 44,767 Restricted Stock Units that converted into the same number of shares. A footnote explains that each RSU represents one share of Class A Common Stock upon settlement.

How many C3.ai (AI) shares does Thomas Siebel hold after these transactions?

After the reported trades, Siebel directly holds 722,362 C3.ai Class A shares. The filing also lists large indirect holdings through trusts and entities, including 6,923,353 shares in The Siebel Living Trust and additional blocks in several other affiliated entities.

What gifts of C3.ai (AI) stock did Thomas Siebel report in this Form 4?

The Form 4 reports bona fide gifts totaling 42,394 C3.ai Class A shares. These include 21,197 shares from indirect holdings in The Siebel Living Trust and 21,197 shares from Siebel’s direct holdings, with both transactions coded as gift transfers.