SEC Form 4 · accession 0001577526-26-000132
C3.ai, Inc. · AI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hitesh Lath
Officer — CHIEF FINANCIAL OFFICER
Period of report
Sep 15, 2026
Accepted (ET)
Sep 17, 2026 · 6:56 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 15, 2026 | M | 8,007 | — | A | 371,113 | D | |
| Class A Common StockF1 | Sep 15, 2026 | M | 1,000 | — | A | 372,113 | D | |
| Class A Common StockF1 | Sep 15, 2026 | M | 20,000 | — | A | 392,113 | D | |
| Class A Common StockF3 | Sep 16, 2026 | S | 21,077 | $10.48 | D | 371,036 | D | |
| Class A Common Stock | Sep 16, 2026 | G | 29,856 | $0.00 | D | 341,180 | D | |
| Class A Common StockF4 | Sep 16, 2026 | G | 29,856 | $0.00 | A | 29,856 | I | See Footnote |
| Class A Common Stock | Sep 17, 2026 | G | 15,930 | $0.00 | D | 325,250 | D | |
| Class A Common StockF4 | Sep 17, 2026 | G | 15,930 | $0.00 | A | 45,786 | 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,F5 | — | Sep 15, 2026 | M | 8,007 | D | — | — | Class A Common Stock | 8,007 | 72,070 | D |
| Restricted Stock UnitsF1,F6 | — | Sep 15, 2026 | M | 1,000 | D | — | — | Class A Common Stock | 1,000 | 11,000 | D |
| Restricted Stock UnitsF1,F7 | — | Sep 15, 2026 | M | 20,000 | D | — | — | Class A Common Stock | 20,000 | 240,000 | 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 $10.37 to $10.64, 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 Lath Family Revocable Trust, of which the Reporting Person is a trustee.
- F55% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
- F620% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
- F720% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.