SEC Form 4 · accession 0001577526-26-000060
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 11, 2026
Accepted (ET)
Jun 15, 2026 · 8:04 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
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 StockF1 | Jun 11, 2026 | M | 44,767 | — | A | 767,129 | D | |
| Class A Common StockF3 | Jun 12, 2026 | S | 23,570 | $10.92 | D | 743,559 | D | |
| Class A Common Stock | Jun 15, 2026 | G | 21,197 | $0.00 | D | 722,362 | D | |
| Class A Common StockF4 | Jun 15, 2026 | G | 21,197 | $0.00 | A | 6,923,353 | I | See Footnote |
| Class A Common Stock | Jun 15, 2026 | M | 472,005 | $2.04 | A | 1,194,367 | D | |
| Class A Common StockF6 | Jun 15, 2026 | S | 472,005 | $11.11 | D | 722,362 | D | |
| Class A Common StockF7 | holding | — | — | — | 9,216 | I | See Footnote | |
| Class A Common StockF8 | holding | — | — | — | 170,294 | I | See Footnote | |
| Class A Common StockF9 | holding | — | — | — | 72,695 | I | See Footnote | |
| Class A Common StockF10 | 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 UnitsF1,F11 | — | Jun 11, 2026 | M | 44,767 | D | — | — | Class A Common Stock | 44,767 | 223,994 | D |
| Stock Option (Right to Buy)F12 | $2.04 | Jun 15, 2026 | M | 472,005 | D | — | Nov 7, 2027 | Class A Common Stock | 472,005 | 329,075 | 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.
- F10The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
- F111/3rd 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.
- F12Fully 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 $10.75 to $11.06, 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 transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.
- F6The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.845 to $11.34, 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.
- F7The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
- F8The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
- F9The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.