C3.ai, Inc. (AI) SEC Filings, Oct-Nov 2025

C3.ai (AI) disclosed insider transactions by its Executive Chairman. On 11/01/2025, the reporting person converted 53,125 RSUs into Class A shares. On 11/03/2025, 27,545 shares were sold at a weighted-average $17.30 to satisfy tax withholding, with trades ranging $17.19–$17.37. On 11/04/2025, 25,580 shares were transferred as a gift at $0, moving from direct to indirect ownership via a family trust.

Following these transactions, indirect holdings include 1,980,880 shares held by The Siebel Living Trust and additional stakes through affiliated entities. Derivative holdings show 106,250 RSUs remaining after the vesting.

C3.ai (AI): A shareholder filed a Form 144 indicating an intent to sell 73,000 shares of Class A common stock through J.P. Morgan Securities. The filing lists an approximate sale date of 11/03/2025 on the NYSE and an aggregate market value of $1,283,340. Shares outstanding were 134,349,704.

The shares were acquired via RSU vesting on 11/01/2025, in the amount of 73,000. The notice also lists recent sales in the past three months by related accounts, including 336,000 shares on 08/04/2025 for gross proceeds of $7,649,813, and 554,802 shares on 10/14/2025 for $10,441,147. This Form 144 is a notice of proposed sales by a security holder and does not involve the company issuing new shares.

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.