C3.ai

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-08-25 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: C3.ai, Inc. (AI) CIK: 0001577526 --- Reporting Owner --- Name: Dwyer John Charles CIK: 0002149665 Role: Director --- Derivative Transactions --- [Transaction #1] Security: Option (Right to Buy) Date: 2026-08-25 | Code: A (Grant or award) Shares: +132,077 | Price: $0.00 Exercise Price: $9.79 Exercisable: N/A | Expires: 2036-08-24 Shares Owned After: 132,077 | Ownership: D (Direct) Footnotes: [F1] 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. [F1] 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: 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)