[SCHEDULE 13G/A] C3.ai, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear, quantifiable ownership disclosure showing Mr. Siebel's total beneficial holdings and the breakdown across trusts and entities
• Disclosure of near-term share issuances (20,185,246 options exercisable and 619,791 RSUs vesting within 60 days) provides transparency on potential dilution

Negative

• Reported decrease of ~1.6% in Mr. Siebel’s Class A beneficial ownership compared to the prior filing
• Concentrated voting structure via Class B shares (50 votes per share) creates disproportionate control, which may concern governance-focused investors

Insights

Corporate Governance Expert

TL;DR: Mr. Siebel retains substantial economic and disproportionate voting influence via Class B shares and leadership-controlled entities.

The filing documents concentrated ownership: Mr. Siebel and affiliated trusts/vehicles control a significant stake in C3.ai’s equity and retain outsized voting leverage because Class B shares carry 50 votes each and are convertible on a 1-for-1 basis into Class A. The disclosure that over 20 million shares are exercisable by option within 60 days and ~620k RSUs vesting within 60 days is material to potential near-term increases in Class A float and voting patterns if conversions/exercises occur. A reported ~1.6% decline in Class A beneficial ownership versus the prior filing suggests modest disposition or dilution since February 2024, but Mr. Siebel remains a dominant holder influencing corporate decisions.

Securities/Control Rights Analyst

TL;DR: The filing confirms concentrated control and quantifies immediate potential share issuance from options/RSUs, relevant for governance and dilution analysis.

Key numeric disclosures—18.6% of Class A beneficial ownership, 29.3 million total shares held across classes, and 20.2 million option shares exercisable within 60 days—are directly relevant to both voting power dynamics and near-term dilution metrics. The Class B 50:1 voting multiple amplifies control beyond economic ownership; any conversion activity would change the voting mix. The modest 1.6% reported decline in Class A stake is noted but does not materially change control status given the remaining holdings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

C3.AI, INC.

(Name of Issuer)

Class A Common Stock, $0.001 par value 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

THOMAS M SIEBEL

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 29,193,195.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 29,193,195.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

29,193,195.00

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)

18.6 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 12468P104

1

Names of Reporting Persons

The Siebel Living Trust u/a/d 7/27/93, as amended

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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,889,622.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,889,622.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,889,622.00

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)

4.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 12468P104

1

Names of Reporting Persons

Siebel Asset Management, L.P.

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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 170,294.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 170,294.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

170,294.00

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)

0.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 12468P104

1

Names of Reporting Persons

Siebel Asset Management III, L.P.

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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 72,695.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 72,695.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

72,695.00

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)

0.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 12468P104

1

Names of Reporting Persons

First Virtual Holdings, 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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 509,216.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 509,216.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

509,216.00

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)

0.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 12468P104

1

Names of Reporting Persons

The Siebel 2011 Irrevocable Children's Trust

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

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,237,115.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,237,115.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,237,115.00

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)

0.9 %

12

Type of Reporting Person (See Instructions)

OO

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: Thomas M. Siebel ("Thomas M. Siebel") Siebel Living Trust 1993 Revocable Trust ("Living Trust") Siebel Asset Management, L.P. ("SAM") Siebel Asset Management III, L.P. ("SAM III") First Virtual Holdings, LLC ("First Virtual") The Siebel 2011 Irrevocable Children's Trust ("Children's Trust")
(b)	Address or principal business office or, if none, residence: c/o C3.ai, Inc. 1400 Seaport Blvd Redwood City, CA 94063
(c)	Citizenship: c/o C3.ai, Inc. 1400 Seaport Blvd Redwood City, CA 94063
(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: As of June 30, 2025: 3,072,820 shares of the Issuer's Class B Common Stock and 26,120,375 shares of the Issuer's Class A Common Stock, of which (a) 2,072,820 shares of Class B Common Stock and 3,816,802 shares of Class A Common Stock were held by Living Trust, for which Mr. Siebel serves as trustee, (b) 170,294 shares of Class A Common Stock were held by SAM, for which Mr. Siebel serves as the general partner, (c) 72,695 shares of Class A Common Stock were held by SAM III, for which Mr. Siebel serves as the general partner, (d) 500,000 shares of Class B Common Stock and 9,216 shares of Class A Common Stock were held by First Virtual, for which Mr. Siebel serves as Chairman, (e) 1,237,115 shares of Class A Common Stock were held by Children's Trust, of which Mr. Siebel is trustee, (f) 500,000 shares of Class B Common Stock and 9,216 shares of Class A Common Stock over which Mr. Siebel holds an irrevocable proxy pursuant to a voting agreement between Mr. Siebel and Patricia A. House, (g) 20,185,246 shares of Class A Common Stock that could be issued to Mr. Siebel in connection with the exercise of stock options within 60 days of June 30, 2025 and (h) 619,791 shares of Class A Common Stock that could be issued to Mr. Siebel in connection with the vesting of restricted stock units within 60 days of June 30, 2025. The Class B Common Stock is convertible at the holder's option into the Issuer's Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to 50 votes per share and the holders of Class A Common Stock are entitled to one vote per share.
(b)	Percent of class: As of June 30, 2025: (A) Mr. Siebel beneficially owned 18.6% of the Issuer's outstanding Class A Common Stock; (B) Living Trust beneficially owned 4.4% of the Issuer's outstanding Class A Common Stock; (C) SAM beneficially owned 0.1% of the Issuer's outstanding Class A Common Stock; (D) SAM III beneficially owned 0.1% of the Issuer's outstanding Class A Common Stock; (E) First Virtual beneficially owned 0.4% of the Issuer's outstanding Class A Common Stock; and (F) Children's Trust beneficially owned 0.9% of the Issuer's outstanding Class A Common Stock. This statement is being filed to report a decrease in Mr. Siebel's beneficial ownership of the Issuer's Class A Common Stock (compared to the ownership information last reported on the statement filed February 13, 2024) of approximately 1.6%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Thomas M. Siebel 29,193,195 Living Trust 5,889,622 SAM 170,294 SAM III 72,695 First Virtual 509,216 Children's Trust 1,237,115
	(ii) Shared power to vote or to direct the vote: Thomas M. Siebel 0 Living Trust 0 SAM 0 SAM III 0 First Virtual 0 Children's Trust 0
	(iii) Sole power to dispose or to direct the disposition of: Thomas M. Siebel 29,193,195 Living Trust 5,889,622 SAM 170,294 SAM III 72,695 First Virtual 509,216 Children's Trust 1,237,115
	(iv) Shared power to dispose or to direct the disposition of: Thomas M. Siebel 0 Living Trust 0 SAM 0 SAM III 0 First Virtual 0 Children's Trust 0
Item 5.	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:
	Not Applicable

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.

THOMAS M SIEBEL

Signature:	/s/ Thomas M. Siebel
Name/Title:	Thomas M. Siebel
Date:	08/12/2025

The Siebel Living Trust u/a/d 7/27/93, as amended

Signature:	/s/ Thomas M. Siebel
Name/Title:	By: Thomas M. Siebel, Trustee of The Siebel Living Trust u/a/d 7/27/93, as amended
Date:	08/12/2025

Siebel Asset Management, L.P.

Signature:	/s/ Thomas M. Siebel
Name/Title:	By: Thomas M. Siebel, Trustee of The Siebel Living Trust u/a/d 7/27/93, as amended
Date:	08/12/2025

Siebel Asset Management III, L.P.

Signature:	/s/ Thomas M. Siebel
Name/Title:	By: Thomas M. Siebel, Trustee of The Siebel Living Trust u/a/d 7/27/93, as amended
Date:	08/12/2025

First Virtual Holdings, LLC

Signature:	/s/ Thomas M. Siebel
Name/Title:	By: Thomas M. Siebel, Chairman
Date:	08/12/2025

The Siebel 2011 Irrevocable Children's Trust

Signature:	/s/ Thomas M. Siebel
Name/Title:	By: Thomas M. Siebel, Co-Trustee
Date:	08/12/2025

FAQ

How much of C3.ai (AI) does Thomas M. Siebel beneficially own?

As of June 30, 2025, Mr. Siebel beneficially owned 18.6% of outstanding Class A common stock and held a total of 3,072,820 Class B and 26,120,375 Class A shares across his holdings.

What voting advantage do Class B shares have in this filing?

Class B shares are convertible 1-for-1 into Class A and carry 50 votes per share, compared with one vote per Class A share, creating disproportionate voting control.

Are there near-term shares that could increase the float of AI?

Yes. The filing discloses 20,185,246 Class A shares could be issued upon exercise of options within 60 days and 619,791 Class A shares could vest from RSUs within 60 days.

Did Mr. Siebel’s ownership change versus the prior filing?

The statement reports a decrease of approximately 1.6% in Mr. Siebel’s beneficial ownership of Class A common stock compared to the statement filed February 13, 2024.

Which affiliated entities also hold AI shares and what are their stakes?

The Siebel Living Trust held 5,889,622 Class A shares (4.4%); Siebel Asset Management, SAM III, First Virtual and the Siebel 2011 Irrevocable Children's Trust hold smaller reported amounts (0.1%–0.9% ranges as listed).