=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-09-15
10b5-1 Pre-arranged Plan: No
--- 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: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +8,007
Shares Owned After: 371,113 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +1,000
Shares Owned After: 372,113 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +20,000
Shares Owned After: 392,113 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-09-16 | Code: S (Open market sale)
Shares: -21,077 | Price: $10.48
Total Value: $220,886.96
Shares Owned After: 371,036 | 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 RSUs reported herein.
[F3] The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.64, 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 #5]
Security: Class A Common Stock
Date: 2026-09-16 | Code: G (Gift)
Shares: -29,856 | Price: $0.00
Shares Owned After: 341,180 | Ownership: D (Direct)
[Transaction #6]
Security: Class A Common Stock
Date: 2026-09-16 | Code: G (Gift)
Shares: +29,856 | Price: $0.00
Shares Owned After: 29,856 | Ownership: I (Indirect) | Nature: See Footnote
Footnotes:
[F4] The shares are held by The Lath Family Revocable Trust, of which the Reporting Person is a trustee.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-09-17 | Code: G (Gift)
Shares: -15,930 | Price: $0.00
Shares Owned After: 325,250 | Ownership: D (Direct)
[Transaction #8]
Security: Class A Common Stock
Date: 2026-09-17 | Code: G (Gift)
Shares: +15,930 | Price: $0.00
Shares Owned After: 45,786 | Ownership: I (Indirect) | Nature: See Footnote
Footnotes:
[F4] The shares are held by The Lath Family Revocable Trust, of which the Reporting Person is a trustee.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -8,007 | Price: $0.00
Shares Owned After: 72,070 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F5] 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
[F5] 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -1,000 | Price: $0.00
Shares Owned After: 11,000 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F6] 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
[F6] 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -20,000 | Price: $0.00
Shares Owned After: 240,000 | Ownership: D (Direct)
Footnotes:
[F1] Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
[F7] 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
[F7] 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
--- Footnotes (Complete Index) ---
F1: Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
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 RSUs reported herein.
F3: The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.64, 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 Lath Family Revocable Trust, of which the Reporting Person is a trustee.
F5: 5% of such RSU award vested on March 15, 2024 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
F6: 20% of such RSU award vested on June 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
F7: 20% of such RSU award vested on September 15, 2025 and 5% of such RSU award vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
--- Signature ---
/s/ /s/ Tom MacMitchell, Attorney-in-Fact (2026-09-17)
