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C3.ai, Inc. Director's Dealing 2025

Dec 16, 2025

31545_dirs_2025-12-15_a2b7abd3-ef92-4edc-85ad-52c48e7aade4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: C3.ai, Inc. (AI)
CIK: 0001577526
Period of Report: 2025-12-11

Reporting Person: SIEBEL THOMAS M (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-11 Class A Common Stock M 44767 Acquired 44767 Direct
2025-12-11 Class A Common Stock A 722362 Acquired 767129 Direct
2025-12-12 Class A Common Stock S 23000 $15.94 Disposed 744129 Direct
2025-12-15 Class A Common Stock G 21767 Disposed 722362 Direct
2025-12-15 Class A Common Stock G 21767 Acquired 1474677 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-12-11 Restricted Stock Units $ M 44767 Disposed Class A Common Stock (44767) Direct
2025-12-11 Stock Option (Right to Buy) $17.512 A 1133474 Acquired 2035-12-10 Class A Common Stock (1133474) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 9216 Indirect
Class A Common Stock 170294 Indirect
Class A Common Stock 72695 Indirect
Class A Common Stock 1237115 Indirect

Footnotes

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

F2: Represents the grant of RSUs. 33% of the RSUs vest on December 11, 2026 and 1/12th of the RSUs vest on each quarterly anniversary thereafter, so long as the Reporting Person continues to provide services through such vesting date.

F3: Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein.

F4: The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $15.78 to $16.00, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.

F6: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.

F7: The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.

F8: The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.

F9: The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

F10: 1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.

F11: 1/3rd of the option shall vest on each of December 11, 2026, December 11, 2027 and December 11, 2028, so long as the Reporting Person continues to provide services as the Executive Chairman, or a similar role through such vesting dates.