C3.ai

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-02-01 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: C3.ai, Inc. (AI) CIK: 0001577526 --- Reporting Owner --- Name: SIEBEL THOMAS M CIK: 0001031530 Role: Director, Officer (Executive Chairman), 10%+ Owner --- Non-Derivative Transactions --- [Transaction #1] Security: Class A Common Stock Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: +53,125 Shares Owned After: 775,487 | Ownership: D (Direct) 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. [Transaction #2] Security: Class A Common Stock Date: 2026-02-02 | Code: S (Open market sale) Shares: -27,605 | Price: $10.81 Total Value: $298,410.05 Shares Owned After: 747,882 | Ownership: D (Direct) Footnotes: [F2] 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 reported herein. [F3] The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.64 to $11.02, 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. [Transaction #3] Security: Class A Common Stock Date: 2026-02-03 | Code: G (Gift) Shares: -25,520 | Price: $0.00 Shares Owned After: 722,362 | Ownership: D (Direct) [Transaction #4] Security: Class A Common Stock Date: 2026-02-03 | Code: G (Gift) Shares: +25,520 | Price: $0.00 Shares Owned After: 657,776 | Ownership: I (Indirect) | Nature: See Footnote Footnotes: [F4] The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Units Date: 2026-02-01 | Code: M (Exercise of derivative) Shares: -53,125 | Price: $0.00 Shares Owned After: 53,125 | Ownership: D (Direct) 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. [F9] 6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. [F9] 6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. --- Holdings --- [Holding #1] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F5] The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. [Holding #2] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F6] The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. [Holding #3] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F7] The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner. [Holding #4] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F8] The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner. --- Footnotes (Complete Index) --- 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: 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 reported herein. F3: The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.64 to $11.02, 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. F4: The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. F5: The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. F6: The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. F7: The shares are held by Siebel Asset Management III, 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: 6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date. --- Signature --- /s/ /s/ Sasha Pesic, Attorney-in-Fact (2026-02-03)