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.
Positive
Aggregate ownership disclosed: 5,607,614 shares representing 4.3% of the class
Clear certification: Reporting persons state shares were acquired and are held in the ordinary course and not to influence control
Negative
None.
Insights
TL;DR: Susquehanna-affiliated entities report a non-activist, sub-5% stake in C3.ai that includes substantial option exposure.
The filing discloses an aggregate position of 5,607,614 shares (4.3%) including option instruments. For investors, the presence of nearly 4.0 million options embedded in the position can affect potential future supply if exercised, but the group explicitly certifies the holdings are in the ordinary course and not intended to influence control. The split between sole and shared voting/dispositive power across affiliates clarifies internal allocation of rights and the public joint filing reduces uncertainty about coordinated ownership.
TL;DR: A coordinated disclosure by affiliated broker-dealers clarifies ownership but signals no active governance intent.
The report identifies multiple affiliated reporting persons and a joint filing agreement, and each disclaims beneficial ownership of shares held directly by another affiliate. The certification that the shares were not acquired to influence control and the aggregate percentage under 5% indicate this disclosure is procedural and compliance-driven rather than an activist move. Material items for governance are the option components and the concentration of sole voting power reported by Susquehanna Securities, which governance teams may monitor for any future change in intent.
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, par value $0.001 per share
(Title of Class of Securities)
12468P104
(CUSIP Number)
06/30/2025
(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
9,866.00
6
Shared Voting Power
5,607,614.00
7
Sole Dispositive Power
9,866.00
8
Shared Dispositive Power
5,607,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,607,614.00
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)
4.3 %
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
3,520.00
6
Shared Voting Power
5,607,614.00
7
Sole Dispositive Power
3,520.00
8
Shared Dispositive Power
5,607,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,607,614.00
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)
4.3 %
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
0.00
6
Shared Voting Power
5,607,614.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,607,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,607,614.00
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)
4.3 %
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
104,100.00
6
Shared Voting Power
5,607,614.00
7
Sole Dispositive Power
104,100.00
8
Shared Dispositive Power
5,607,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,607,614.00
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)
4.3 %
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
5,490,128.00
6
Shared Voting Power
5,607,614.00
7
Sole Dispositive Power
5,490,128.00
8
Shared Dispositive Power
5,607,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,607,614.00
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)
4.3 %
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, par value $0.001 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, par value $0.001 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 consists of options to buy 104,100 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 3,998,900 Shares.
The Company's Annual Report on Form 10-K, filed on June 23, 2025, indicates there were 130,885,934 Shares outstanding as of June 2, 2025.
(b)
Percent of class:
4.3 %
(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:
08/13/2025
SIG Brokerage, LP
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Assistant Secretary
Date:
08/13/2025
Susquehanna Fundamental Investments, LLC
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Assistant Secretary
Date:
08/13/2025
Susquehanna Investment Group
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, General Counsel
Date:
08/13/2025
Susquehanna Securities, LLC
Signature:
/s/ Brian Sopinsky
Name/Title:
Brian Sopinsky, Secretary
Date:
08/13/2025
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
99 Joint Filing Agreement
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