C3.Ai, Inc. SEC Filings

C3.ai (AI) reported an insider transaction by its Executive Chairman (also a Director and 10% Owner). On 10/14/2025, the reporting person sold 554,802 Class A shares at a weighted-average price of $18.82, pursuant to a Rule 10b5-1 trading plan dated September 20, 2024. The sales occurred within a price range of $18.39 to $19.35.

Following the transaction, beneficial ownership includes 1,955,300 shares held by The Siebel Living Trust and 1,237,115 shares held by The Siebel 2011 Irrevocable Children's Trust, with additional indirect holdings noted.

C3.ai, Inc. held its 2025 annual stockholder meeting on October 3, 2025 via live webcast, where investors voted on three key proposals. Stockholders elected Class II directors General (Ret.) John Hyten, Richard C. Levin, and Bruce Sewell to serve until the 2028 annual meeting, with support levels ranging from 199,436,155 to 212,645,179 votes in favor and broker non-votes of 37,032,708 on each nominee.

Investors also approved, on an advisory basis, the compensation of the company’s named executive officers, with 186,563,591 votes in favor, 29,855,073 against, and 536,743 abstentions, plus 37,032,708 broker non-votes. Finally, stockholders ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending April 30, 2026, by 251,472,840 votes for, 1,822,718 against, and 692,557 abstentions. No other matters were brought to a vote.

Stephen M. Ward Jr., a director of C3.ai, Inc. (AI), reported an acquisition on 10/03/2025 of a stock option covering 30,264 shares of Class A common stock with an exercise price of $19.16. Following the reported transaction the filing shows 30,264 shares beneficially owned directly. The option includes a time‑based vesting schedule that begins on 10/03/2025 (the Vesting Commencement Date): 12.5% of the optioned shares vest on the last day of each fiscal quarter while the director remains a board member and attends each regularly scheduled in‑person board meeting during the two years after the Vesting Commencement Date. Missed meetings suspend quarterly vesting; suspended shares may vest later if attendance requirements are subsequently met. The option appears to expire on 10/02/2035.

Sridhar KR, a director of C3.ai, Inc. (AI), reported an award of 28,628 stock options on 10/03/2025. The options carry an exercise price of $19.16 and, following the reported grant, the reporting person beneficially owns 28,628 shares on a direct basis. The option term references an expiration/related date of 10/02/2035.

The award vests on a quarterly schedule: 12.5% of shares subject to the option vest on the last day of each regularly scheduled board meeting quarter while the director remains in attendance, measured from the Vesting Commencement Date of 10/03/2025 until the two‑year anniversary. Any quarterly shares missed for failure to attend are labeled as "Suspended Shares" and will vest only after the two‑year anniversary if attendance requirements are later met. The Form 4 is signed via attorney‑in‑fact on 10/07/2025.

C3.ai, Inc. (AI) reported a Form 4 filing showing that director D. Bruce Sewell was granted 30,264 stock options on 10/03/2025 with an exercise price of $19.16 per share. The options are exercisable through 10/02/2035 and are held directly by the reporting person.

The awards vest on a quarterly schedule starting on the Vesting Commencement Date of 10/03/2025, with 12.5% of the option shares vesting on the last day of each fiscal quarter for two years, subject to the director’s in-person attendance at regularly scheduled board meetings. Missed meetings suspend vesting for the affected quarterly tranche until attendance requirements are later satisfied. The report was signed by an attorney-in-fact on 10/07/2025.

Alan S. Murray, a director of C3.ai, Inc. (AI), reported acquiring a stock option to purchase 28,628 shares of Class A common stock with an exercise price of $19.16 on 10/03/2025. The option was reported as an acquisition and shows 28,628 shares underlying the option with a stated exercisability/expiration entry of 10/02/2035. Vesting is time- and attendance-based: starting on the Vesting Commencement Date of 10/03/2025, 12.5% of the optioned shares vest at the end of each fiscal quarter while the reporting director attends regularly scheduled quarterly board meetings, through a two-year period. Any quarterly vesting missed for lack of attendance becomes suspended and will only vest after the second anniversary if attendance requirements are later met. The form is signed by an attorney-in-fact on 10/07/2025.

Condoleezza Rice, a director of C3.ai, Inc. (AI), reported transactions on 10/03/2025 affecting both Class A common stock and stock options. The filing shows a sale of 312 Class A shares at $1.86, leaving 74,699 Class A shares beneficially owned directly after the sale. An additional 587 shares are held indirectly in a trust where she is trustee.

The report also discloses two option transactions dated 10/03/2025: a fully vested option for 312 shares (exercise price $1.86) and an acquisition of an option for 28,628 shares at an exercise price of $19.16 that vests quarterly over up to two years conditioned on in-person board meeting attendance, with a final exercisability/expiration schedule extending to 10/02/2035.

C3.ai filed a Form 4 reporting a director stock option for 32,309 shares of Class A common stock at an exercise price of $19.16, granted on October 3, 2025. The option expires on October 2, 2035.

Vesting begins October 3, 2025: 12.5% of the option vests on the last day of each fiscal quarter in which the director attends the regularly scheduled board meeting in person over two years. Any quarter missed suspends that tranche; suspended tranches vest only after the second anniversary if subsequent attendance requirements are met.

Director Jim H. Snabe received a stock option award for 28,628 shares of Class A common stock with an exercise price of $19.16. The option was granted on 10/03/2025 and has an expiration/exercise term tied to an expiration date of 10/02/2035. The award vests in 12.5% increments on the last day of each regularly scheduled quarterly board meeting starting on the vesting commencement date of 10/03/2025, subject to in-person attendance; any quarterly vesting missed will be suspended and may vest only after the second anniversary if attendance requirements are later met. The Form 4 was filed as a report by one reporting person and signed by an attorney-in-fact on 10/07/2025.