Form 4: C3.ai CEO Thomas Siebel Reports Routine Stock Transactions, Including RSU Vesting, Tax-Related Sale, and Gift

C3.ai's Chief Executive Officer and 10% owner, Thomas M. Siebel, has filed a Form 4 detailing the vesting of Restricted Stock Units, a subsequent sale of shares to cover tax obligations, and a gift of shares.

Summary

• Thomas M. Siebel, who serves as Director, 10% Owner, and Chief Executive Officer of C3.ai, Inc. (AI), reported several transactions involving the company's Class A Common Stock.
• On June 1, 2025, 32,736 Restricted Stock Units (RSUs) vested and were converted into Class A Common Stock.
• Following the RSU vesting, on June 2, 2025, Mr. Siebel disposed of 17,000 shares of Class A Common Stock at a weighted-average price of $26.30 per share, specifically to cover tax obligations arising from the RSU settlement.
• On June 3, 2025, Mr. Siebel gifted 15,736 shares of Class A Common Stock, resulting in his direct beneficial ownership of Class A Common Stock becoming zero.
• The gifted shares were transferred to The Siebel Living Trust, where Mr. Siebel serves as trustee, maintaining his indirect beneficial ownership.
• After these reported transactions, Mr. Siebel's beneficial ownership includes 196,418 directly held Restricted Stock Units and 5,907,620 indirectly held Class A Common Stock through various trusts and entities, including The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the document reports routine insider transactions (RSU vesting, tax-related sale, and gift) without indicating any significant operational or strategic changes for the company. The sale for tax purposes is a common and expected event.

Positives

• The vesting of 32,736 Restricted Stock Units indicates continued compensation and alignment of management's interests with shareholder value.
• Thomas Siebel maintains significant indirect beneficial ownership of 5,907,620 shares through various trusts and entities, demonstrating a substantial long-term stake in the company.

Negatives

• A total of 17,000 shares were sold to cover tax obligations, which reduces the direct shareholding of the CEO.
• An additional 15,736 shares were gifted, further reducing direct ownership, although these shares were transferred to a trust where Mr. Siebel is a trustee.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions and does not provide specific insights into broader industry trends or C3.ai's competitive positioning within the AI software market.

Related Party Transactions

• Shares are held indirectly by The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust, all of which the Reporting Person has a controlling or significant interest in.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even for tax purposes, might be viewed with slight caution, but the overall impact is likely minimal given the routine nature of the transactions and the executive's continued significant indirect holdings.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Future vesting of Restricted Stock Units will occur on each quarterly anniversary from December 1, 2023, provided the Reporting Person continues to provide services.

Key Dates

Keywords

C3.ai, AI, Thomas Siebel, SEC Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, RSU Vesting, Share Sale, Stock Gift, Beneficial Ownership