C3.Ai, Inc. SEC Filings

C3.ai appointed Stephen Ehikian as Chief Executive Officer effective September 1, 2025. The Board named Mr. Ehikian after entering an employment letter dated August 29, 2025, under which he will receive a $1,000,000 base salary and a target annual discretionary bonus of $1,000,000 (with upside to $2,000,000). The target bonus is guaranteed for the first year and paid quarterly if he remains an active full-time employee. As inducements, the Company will grant RSUs with an approximate grant date value of $20,000,000 and stock options with an approximate grant date value of $15,000,000, subject to Board or Compensation Committee approval. A portion of the RSUs equal to about $7,000,000 (the Contingent Portion) will vest on December 30, 2025, with the remainder vesting in eleven equal quarterly installments thereafter. The option grant vests 5% after three months and 5% quarterly thereafter. If Mr. Ehikian voluntarily resigns or is terminated for cause within 24 months after his start and the Contingent Portion has vested, he must repay the fair market value of that Contingent Portion as of December 30, 2025. Thomas M. Siebel will remain Executive Chairman. A press release dated September 3, 2025, was furnished as Exhibit 99.1.

Thomas M. Siebel, Executive Chairman of C3.ai (AI), reported changes in his holdings from transactions between 09/01/2025 and 09/03/2025. 32,736 Restricted Stock Units vested and were settled into Class A common shares. To satisfy tax withholding on the vesting, 17,200 shares were automatically withheld and sold at a weighted-average price of $16.49. Subsequently, 15,536 shares were reclassified/transferred into various entities he controls or is trustee/co-trustee of, creating substantial indirect beneficial ownership positions, including 2,989,108 shares held by The Siebel Living Trust. Following these transactions, the filing reports 163,682 shares beneficially owned directly. The RSUs vest in equal quarterly installments (1/12th) beginning December 1, 2023, provided continued service.

C3.ai, Inc. reported in a Form 8-K that it issued a press release announcing its fiscal first quarter ended July 31, 2025 results and attached that press release as Exhibit 99.1. The filing states the press release is furnished under Item 2.02 and Item 9.01 and clarifies that the information and Exhibit 99.1 are not to be deemed "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other filings unless expressly done so. No financial figures, operating metrics, guidance, or other substantive results are included in the Form 8-K itself; readers must refer to Exhibit 99.1 for the full press release content.

C3.ai (AI) reported a Form 144 notice indicating proposed Rule 144 sales of 114,000 Class A common shares through J.P. Morgan Securities on the NYSE with an aggregate market value of $1,975,620 and an approximate sale date of 09/02/2025. The securities were largely acquired via RSU vesting on 09/01/2025 (17,700 and 96,300 shares). The filing also discloses significant insider sales in the prior three months by Thomas M. Siebel and the Siebel Living Trust, including multiple transactions totaling over 2.3 million shares and gross proceeds exceeding $57 million. The filer certifies no undisclosed material adverse information and complies with Rule 144 notice requirements.

C3.ai requests shareholder votes at its 2025 annual meeting and sets the record date at August 4, 2025. Voting options include internet or telephone until 11:59 p.m. ET on October 2, 2025, mail if you received printed materials, or live online at www.virtualshareholdermeeting.com/AI2025. The company highlights 25% total revenue growth in the last fiscal year and states its Generative AI business grew more than 100% year-over-year with deployments across 16 industries. Executive pay is heavily equity-based, with long-term RSUs and options predominant; CEO total compensation reported was $25,516,876, the median employee total compensation was $216,478, yielding a CEO-to-median pay ratio of 118:1. A performance-based PRSU granted to the CEO met an overperformance hurdle, resulting in 566,666 shares vested on August 1, 2025. Non-employee directors receive option awards (annual award valued at $350,000 pro rata) and additional role-based awards. The board affirms director independence for named non-employee directors and describes governance, risk oversight, compensation committee processes, and a clawback policy complying with Exchange Act Rule 10D-1.

Thomas M. Siebel, CEO, director and >10% owner of C3.ai (AI), sold 577,678 shares of Class A common stock on 08/12/2025 under a previously established Rule 10b5-1 trading plan dated 09/20/2024. The reported weighted-average sale price was $16.78, with individual trade prices ranging from $16.165 to $17.11. After the reported disposition, the filing shows the Reporting Person beneficially owns 2,973,572 shares of Class A common stock, including shares held through The Siebel Living Trust, First Virtual Holdings LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust. The Form 4 was signed by an attorney-in-fact on 08/14/2025.

C3.ai (AI) Schedule 13G/A filed by Thomas M. Siebel and related entities reports Mr. Siebel's beneficial ownership and voting power as of June 30, 2025. Mr. Siebel beneficially owned 29,313,195 shares across classes, including 3,072,820 shares of Class B and 26,120,375 shares of Class A, and is reported to beneficially own 18.6% of outstanding Class A common stock. The filing states 20,185,246 Class A shares could be issued on exercise of options within 60 days and 619,791 Class A shares could vest from RSUs within 60 days; Class B shares convert 1-for-1 into Class A and carry 50 votes per share versus one vote for Class A. The Siebel Living Trust, Siebel-managed investment vehicles, First Virtual and the Siebel 2011 Irrevocable Children’s Trust hold specified portions; the Living Trust alone holds 5,889,622 Class A shares (4.4%). The filing notes a reported decrease in Mr. Siebel’s Class A ownership of approximately 1.6% since the prior report.

C3.ai reporting persons led by Susquehanna-affiliated entities disclose aggregate beneficial ownership of 5,607,614 Class A shares, equal to 4.3% of the outstanding class based on 130,885,934 shares outstanding. The filing presents both direct holdings and option-based positions, and the reporting group consists of affiliated broker-dealers and an investment affiliate that coordinate this joint disclosure.

The ownership detail shows a concentration of voting and dispositive power at Susquehanna Securities, LLC with 5,490,128 shares reported as sole voting power and the group discloses options included in the aggregate (notably 3,998,900 options held by Susquehanna Securities and 104,100 options reported by Susquehanna Investment Group). The filers state these securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.