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C3.ai, Inc. Director's Dealing 2025

Aug 5, 2025

31545_dirs_2025-08-05_dfeb3bcd-ee82-4153-9d6e-e6ecad82e72d.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: 2025-08-01

Reporting Person: SIEBEL THOMAS M (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-08-01 Class A Common Stock A 40125 Acquired 40125 Direct
2025-08-01 Class A Common Stock M 53125 Acquired 93250 Direct
2025-08-02 Class A Common Stock M 283333 Acquired 376583 Direct
2025-08-03 Class A Common Stock M 283333 Acquired 659916 Direct
2025-08-04 Class A Common Stock S 336000 $22.77 Disposed 323916 Direct
2025-08-04 Class A Common Stock G 323916 Disposed 0 Direct
2025-08-04 Class A Common Stock G 323916 Acquired 3551250 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-08-01 Restricted Stock Units $ M 53125 Disposed Class A Common Stock (53125) Direct
2025-08-02 Performance Restricted Stock Units $ M 283333 Disposed Class A Common Stock (283333) Direct
2025-08-03 Performance Restricted Stock Units $ M 283333 Disposed Class A Common Stock (283333) 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: Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.

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 and PRSUs reported herein.

F4: The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $22.595 to $23.015, 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: 6.25% of each such RSU award vested on August 1, 2022 and 6.25% of each such RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.