SEC Form 4 · accession 0001577526-26-000058

C3.ai, Inc. · AI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas M Siebel

Officer — CEO and Chairman of the Board · Director · 10% Owner

Period of report

Jun 1, 2026

Accepted (ET)

Jun 3, 2026 · 5:43 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001577526

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Jun 1, 2026	M	32,736	—	A	755,098	D
Class A Common Stock	Jun 1, 2026	M	6,166,667	$11.16	A	6,921,765	D
Class A Common Stock^F3	Jun 2, 2026	S	17,350	$11.32	D	6,904,415	D
Class A Common Stock	Jun 3, 2026	G	6,182,053	$0.00	D	722,362	D
Class A Common Stock^F4	Jun 3, 2026	G	6,182,053	$0.00	A	6,902,156	I	See Footnote
Class A Common Stock^F5	holding	—	—		—	9,216	I	See Footnote
Class A Common Stock^F6	holding	—	—		—	170,294	I	See Footnote
Class A Common Stock^F7	holding	—	—		—	72,695	I	See Footnote
Class A Common Stock^F8	holding	—	—		—	1,237,115	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F9	—	Jun 1, 2026	M	32,736	D	—	—	Class A Common Stock	32,736	65,474	D
Stock Option (Right to Buy)^F10,F11	$11.16	Jun 1, 2026	M	6,166,667	D	—	Aug 26, 2030	Class A Common Stock	6,166,667	0	D

Explanation of responses

F1Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F10Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.
F11Fully vested.
F2Pursuant 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.
F3The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $11.22 to $11.435, 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.
F4The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
F5The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
F6The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
F7The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
F8The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
F91/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.