C3.ai, Inc. — Director's Dealing 2024

Dec 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2024-12-17

Reporting Person: Snabe Jim H. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-17	Class A Common Stock	M	41667	$3.90	Acquired	51667	Direct
2024-12-17	Class A Common Stock	M	433335	$11.16	Acquired	485002	Direct
2024-12-17	Class A Common Stock	M	20140	$13.49	Acquired	505142	Direct
2024-12-17	Class A Common Stock	M	4558	$24.11	Acquired	509700	Direct
2024-12-17	Class A Common Stock	S	499700	$43.05	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-17	Stock Option (Right to Buy)	$3.90	M	41667	Disposed	2028-10-16	Class A Common Stock (41667)	Direct
2024-12-17	Stock Option (Right to Buy)	$11.16	M	433335	Disposed	2030-09-22	Class A Common Stock (433335)	Direct
2024-12-17	Stock Option (Right to Buy)	$13.49	M	20140	Disposed	2032-10-04	Class A Common Stock (20140)	Direct
2024-12-17	Stock Option (Right to Buy)	$24.11	M	4558	Disposed	2033-10-03	Class A Common Stock (4558)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	28000	Indirect

Footnotes

F1: Represents the exercise of previously-reported stock options and sale of shares issued upon such exercise to satisfy "exit tax" obligations with respect to vested but unexercised stock options held by Mr. Snabe, which are being imposed in connection with to Mr. Snabe's emigration from Denmark.

F2: Represents weighted average sales price. The shares were sold at prices ranging from $42.76 to $43.63. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: The shares are held by BJHS Invest ApS, of which the Reporting Person is the sole member.

F4: Fully vested.

F5: Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on November 1, 2020 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

F6: Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on October 5, 2022 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the applicable Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

F7: Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter, commencing on October 4, 2023, then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, if any, equal to 5% of the shares subject to the option shall vest only following the fifth anniversary of the effective grant date, if the Reporting Person satisfies the attendance requirements in subsequent periods.