C3.ai

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 25, 2026, the board of directors (the Board ) of C3.ai, Inc. (the Company ) appointed John C. Dwyer to the Board, effective August 25, 2026. Mr. Dwyer was appointed as a Class III director to hold office until his successor has been duly elected and qualified or until his earlier death, resignation, or removal. Mr. Dwyer s initial term will run until the Company s 2026 Annual Meeting of Stockholders. There are no arrangements or understandings between Mr. Dwyer and any other person pursuant to which he was appointed as a director of the Company. Mr. Dwyer is not a party to and has no direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a participant for which disclosure would be required under Item 404(a) of Regulation S-K. As a non-employee director, Mr. Dwyer is entitled to the Company s standard non-employee director compensation (as described in the Company s proxy statement relating to its annual meeting of stockholders), including an initial option award having a grant date fair value of $900,000 and vesting over a five-year period, subject to the terms of the Company s non-employee director compensation policy. Mr. Dwyer has also entered into the Company s standard indemnification agreement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. C3.ai, Inc. Dated: August 27, 2026 By: /s/ Thomas M. Siebel Thomas M. Siebel Chief Executive Officer and Chairman of the Board of Directors