SEC Form 4 · accession 0001577526-26-000128
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
Sep 11, 2026
Accepted (ET)
Sep 15, 2026 · 8:02 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 StockF1 | Sep 11, 2026 | M | 44,766 | — | A | 767,128 | D | |
| Class A Common StockF3 | Sep 14, 2026 | S | 22,780 | $10.56 | D | 744,348 | D | |
| Class A Common Stock | Sep 14, 2026 | G | 21,986 | $0.00 | D | 722,362 | D | |
| Class A Common StockF4 | Sep 14, 2026 | G | 21,986 | $0.00 | A | 7,105,019 | I | See Footnote |
| Class A Common StockF5 | holding | — | — | — | 9,216 | I | See Footnote | |
| Class A Common StockF6 | holding | — | — | — | 170,294 | I | See Footnote | |
| Class A Common StockF7 | holding | — | — | — | 72,695 | I | See Footnote | |
| Class A Common StockF8 | 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,F9 | — | Sep 11, 2026 | M | 44,766 | D | — | — | Class A Common Stock | 44,766 | 179,228 | 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.
- 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 $10.56 to $10.75 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.
- F91/3rd 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.