C3.ai, Inc. received an amended Schedule 13G from several Susquehanna-affiliated entities reporting a passive ownership stake in its Class A common stock. The Reporting Persons collectively report beneficial ownership of 3,982,270 Shares, representing 2.9% of the class.
The filing notes that Susquehanna Investment Group’s position includes options to buy 21,400 Shares, and Susquehanna Securities, LLC’s position includes options to buy 2,573,300 Shares. Based on the company’s Form 10-Q, there were 137,253,289 Shares outstanding as of November 24, 2025.
The Reporting Persons state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of C3.ai. Each entity disclaims beneficial ownership of Shares held directly by the other Reporting Persons.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
C3.ai, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
12468P104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
12468P104
1
Names of Reporting Persons
G1 Execution Services, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
605,745.00
6
Shared Voting Power
3,982,270.00
7
Sole Dispositive Power
605,745.00
8
Shared Dispositive Power
3,982,270.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,270.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
BD, OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
12468P104
1
Names of Reporting Persons
SIG Brokerage, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,982,270.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,982,270.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,270.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
BD, PN
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
12468P104
1
Names of Reporting Persons
Susquehanna Fundamental Investments, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
114,290.00
6
Shared Voting Power
3,982,270.00
7
Sole Dispositive Power
114,290.00
8
Shared Dispositive Power
3,982,270.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,270.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
12468P104
1
Names of Reporting Persons
Susquehanna Investment Group
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PENNSYLVANIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
52,440.00
6
Shared Voting Power
3,982,270.00
7
Sole Dispositive Power
52,440.00
8
Shared Dispositive Power
3,982,270.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,270.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
BD, PN
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
12468P104
1
Names of Reporting Persons
Susquehanna Securities, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,209,795.00
6
Shared Voting Power
3,982,270.00
7
Sole Dispositive Power
3,209,795.00
8
Shared Dispositive Power
3,982,270.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,270.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
BD, OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
C3.ai, Inc.
(b)
Address of issuer's principal executive offices:
1400 Seaport Blvd., Redwood City, CA 94063
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons" with respect to the shares of Class A Common Stock, $0.001 par value per share (the "Shares"), of C3.ai, Inc. (the "Company").
(i) G1 Execution Services, LLC
(ii) SIG Brokerage, LP
(iii) Susquehanna Fundamental Investments, LLC
(iv) Susquehanna Investment Group
(v) Susquehanna Securities, LLC
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of G1 Execution Services, LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of SIG Brokerage, LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Class A Common Stock, $0.001 par value per share
(e)
CUSIP No.:
12468P104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned by Susquehanna Investment Group includes options to buy 21,400 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 2,573,300 Shares.
The Company's Quarterly Report on Form 10-Q, filed on December 9, 2025, indicates that there were 137,253,289 Shares outstanding as of November 24, 2025.
(b)
Percent of class:
2.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
G1 Execution Services, LLC
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Secretary
Date:
02/12/2026
SIG Brokerage, LP
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Assistant Secretary
Date:
02/12/2026
Susquehanna Fundamental Investments, LLC
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Assistant Secretary
Date:
02/12/2026
Susquehanna Investment Group
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, General Counsel
Date:
02/12/2026
Susquehanna Securities, LLC
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Secretary
Date:
02/12/2026
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
99 Joint Filing Agreement
What stake in C3.ai (AI) do the Susquehanna entities report in this Schedule 13G/A?
The Susquehanna-affiliated Reporting Persons collectively report beneficial ownership of 3,982,270 C3.ai Class A Shares, representing 2.9% of the outstanding class. This figure is based on 137,253,289 Shares outstanding as of November 24, 2025, from C3.ai’s Form 10-Q.
Which entities are the Reporting Persons in the C3.ai (AI) Schedule 13G/A filing?
The filing lists five Reporting Persons: G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group, and Susquehanna Securities, LLC. They are described as affiliated independent broker-dealers and investment entities that may be deemed a group.
Is the Susquehanna group’s C3.ai (AI) ownership a passive investment?
Yes. The Reporting Persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of C3.ai. They also state the holdings are not in connection with any control-related transaction.
How many C3.ai (AI) shares are tied to options in this Schedule 13G/A?
The filing states that Susquehanna Investment Group’s beneficial ownership includes options to buy 21,400 Shares, and Susquehanna Securities, LLC’s beneficial ownership includes options to buy 2,573,300 Shares. These options are counted within the reported 3,982,270 Shares.
What percentage of C3.ai (AI) does each Susquehanna entity report individually?
Each Reporting Person’s cover page shows an aggregate beneficial ownership amount of 3,982,270 Shares, representing 2.9% of the class. They report differing sole voting and dispositive powers but shared voting and dispositive power over the same aggregate amount across all Reporting Persons.
How many C3.ai (AI) shares were outstanding used to calculate the 2.9% ownership?
The percentage is based on 137,253,289 C3.ai Class A Shares outstanding as of November 24, 2025. This share count comes from the company’s Quarterly Report on Form 10-Q filed on December 9, 2025, and underpins the reported 2.9% ownership figure.
