C3.ai

=== SEC Form 3 — Statement of Changes in Beneficial Ownership === Document Type: 3 Period of Report: 2026-08-25 --- Issuer --- Name: C3.ai, Inc. (AI) CIK: 0001577526 --- Reporting Owner --- Name: Dwyer John Charles CIK: 0002149665 Role: Director --- Holdings --- [Holding #1] Security: Class A Common Stock Ownership: D (Direct) [Holding #2] Security: Option (Right to Buy) Ownership: D (Direct) Footnotes: [F1] In connection with the Reporting Person's appointment as a new director, the board of directors of the Company granted a stock option award under the Company's 2020 Equity Incentive Plan, as amended and restated from time to time. [F2] Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. [F2] Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. --- Footnotes (Complete Index) --- F1: In connection with the Reporting Person's appointment as a new director, the board of directors of the Company granted a stock option award under the Company's 2020 Equity Incentive Plan, as amended and restated from time to time. F2: Provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter commencing after August 25, 2026 (the "Vesting Commencement Date"), then 5% of the shares subject to the option shall vest on the last day of such fiscal quarter (the "Quarterly Shares") during the term of the option, provided, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the fifth anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods. --- Signature --- /s/ /s/ Tom MacMitchell, Attorney-in-Fact (2026-08-27)