=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-29
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: C3.ai, Inc. (AI)
CIK: 0001577526
--- Reporting Owner ---
Name: Lath Hitesh
CIK: 0002014154
Role: Officer (CHIEF FINANCIAL OFFICER)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-29 | Code: A (Grant or award)
Shares: +150,000 | Price: $0.00
Shares Owned After: 383,106 | Ownership: D (Direct)
Footnotes:
[F1] Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement. 100,000 RSUs award shall on September 15, 2027, and the remaining RSUs will vest 12 months thereafter (i.e., total of 27 months) so long as the Reporting Person continues to provide services through such vesting dates.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-29 | Code: A (Grant or award)
Shares: +48,619 | Price: $0.00
Shares Owned After: 431,725 | Ownership: D (Direct)
Footnotes:
[F2] Represents the grant of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs are fully vested.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-30 | Code: S (Open market sale)
Shares: -27,304 | Price: $8.77
Total Value: $239,456.08
Shares Owned After: 404,421 | Ownership: D (Direct)
Footnotes:
[F3] 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.
[F4] The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $8.675 to $8.8766, 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 #4]
Security: Class A Common Stock
Date: 2026-06-30 | Code: S (Open market sale)
Shares: -21,315 | Price: $8.77
Total Value: $186,932.55
Shares Owned After: 383,106 | Ownership: D (Direct)
Footnotes:
[F5] Transaction pursuant to previously established Rule 10b5-1 Plan.
[F4] The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $8.675 to $8.8766, 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.
--- Footnotes (Complete Index) ---
F1: Represents the grant of Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Class A Common Stock upon settlement. 100,000 RSUs award shall on September 15, 2027, and the remaining RSUs will vest 12 months thereafter (i.e., total of 27 months) so long as the Reporting Person continues to provide services through such vesting dates.
F2: Represents the grant of RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs are fully vested.
F3: 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.
F4: The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $8.675 to $8.8766, 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.
F5: Transaction pursuant to previously established Rule 10b5-1 Plan.
--- Signature ---
/s/ /s/ Sasha Pesic, Attorney-in-Fact (2026-07-01)
