=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-02
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 (CEO and Chairman of the Board), 10%+ Owner
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-02 | Code: M (Exercise of derivative)
Shares: +283,334
Shares Owned After: 1,005,696 | Ownership: D (Direct)
Footnotes:
[F1] Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-08-03 | Code: S (Open market sale)
Shares: -139,500 | Price: $9.61
Total Value: $1,340,595.00
Shares Owned After: 866,196 | 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 PRSUs reported herein.
[F3] The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $9.5 to $9.685, 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: 2026-08-04 | Code: G (Gift)
Shares: -143,834 | Price: $0.00
Shares Owned After: 722,362 | Ownership: D (Direct)
[Transaction #4]
Security: Class A Common Stock
Date: 2026-08-04 | Code: G (Gift)
Shares: +143,834 | Price: $0.00
Shares Owned After: 7,067,187 | 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: Performance Restricted Stock Units
Date: 2026-08-02 | Code: M (Exercise of derivative)
Shares: -283,334 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F1] Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.
[F1] Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.
[F1] Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.
--- 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 The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
--- Footnotes (Complete Index) ---
F1: Each Performance Restricted Stock Unit (PRSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. The PRSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.
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 PRSUs reported herein.
F3: The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $9.5 to $9.685, 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 The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
--- Signature ---
/s/ /s/ Tom MacMitchell (2026-08-04)
