Form 4: C3.ai CFO Hitesh Lath Reports RSU Vesting and Stock Sale

Sentiment:

Insider Transaction Report 17 December 2025 8:55 PM

C3.ai's Chief Financial Officer, Hitesh Lath, reported the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations.

Summary

Hitesh Lath, Chief Financial Officer of C3.ai, Inc., reported multiple transactions involving the company's Class A Common Stock.
On December 15, 2025, Lath acquired a total of 29,008 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at an exercise price of $0.
The acquisitions consisted of 8,008 shares, 1,000 shares, and 20,000 shares from separate RSU awards.
Following these acquisitions, Lath's direct beneficial ownership of Class A Common Stock increased to 238,162 shares.
On December 16, 2025, Lath disposed of 15,042 shares of Class A Common Stock at a weighted-average price of $14.38 per share.
This disposition was an automatic withholding and sale by the Issuer to satisfy tax withholding obligations related to the RSU vesting.
After the sale, Lath's direct beneficial ownership of Class A Common Stock stands at 223,120 shares.
The RSUs represent a contingent right to receive one share of Class A Common Stock upon settlement.
Specific RSU awards vested at different schedules, including 5% quarterly from March 15, 2024, and 20% initially on June 15, 2025, or September 15, 2025, with 5% quarterly thereafter, contingent on continued service.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transactions are routine for executive compensation, involving RSU vesting and a tax-related sale. There are no explicit positive or negative strategic implications for the company beyond the standard compensation structure.

Positives

The vesting of Restricted Stock Units indicates the reporting person's continued service to the company, aligning management incentives with long-term company performance.
The acquisition of shares through RSU vesting increases the CFO's direct ownership in the company, demonstrating ongoing commitment.

Negatives

A significant number of shares (15,042) were sold, albeit for tax withholding purposes, which reduces the CFO's direct equity stake.

Risks

Future Outlook

Management Comments

Industry Context

This Form 4 filing reflects routine insider transactions for a publicly traded technology company, specifically related to executive compensation through Restricted Stock Units and subsequent tax-related sales. Such transactions are common across the industry as executives realize equity compensation.

Comparison to Industry Standards

The practice of granting Restricted Stock Units (RSUs) as a form of executive compensation is a standard industry practice, particularly in the technology sector, to align executive interests with shareholder value.
The automatic withholding and sale of shares to cover tax obligations upon RSU vesting is also a common and standard procedure across publicly traded companies, including those comparable to C3.ai in the AI and enterprise software space.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Attorney-in-Fact	NA	Thomas M. Siebel	2025-12-17	Appointment to prepare, execute, and submit SEC Forms 3, 4, and 5 on behalf of Hitesh Lath.
Attorney-in-Fact	NA	Sasha Pesic	2025-12-17	Appointment to prepare, execute, and submit SEC Forms 3, 4, and 5 on behalf of Hitesh Lath.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Power of Attorney Grant	Hitesh Lath granted a Power of Attorney to Thomas M. Siebel and Sasha Pesic, individually, to act as attorneys-in-fact for preparing and filing SEC Forms 3, 4, and 5 related to Lath's beneficial ownership of C3.ai securities.	2025-12-17	This streamlines the process for insider trading compliance filings for the CFO, ensuring timely and accurate reporting in accordance with Section 16 of the Exchange Act. It is a common administrative practice for corporate executives.

Legal Proceedings

Related Party Transactions

Stakeholder Impact

Shareholders: The sale of shares for tax purposes is a common occurrence and generally does not indicate a lack of confidence in the company. The continued vesting of RSUs suggests the CFO remains incentivized.
Employees: The RSU vesting schedule, contingent on continued service, reinforces the company's compensation structure designed to retain key talent.

Next Steps

Key Dates

Date	Description
2024-03-15	Initial vesting date for 5% of an RSU award (8,008 shares), with 5% vesting quarterly thereafter.
2025-06-15	Initial vesting date for 20% of an RSU award (1,000 shares), with 5% vesting quarterly thereafter.
2025-09-15	Initial vesting date for 20% of an RSU award (20,000 shares), with 5% vesting quarterly thereafter.
2025-12-15	Transaction date for the acquisition of 29,008 shares of Class A Common Stock through RSU vesting.
2025-12-16	Transaction date for the disposition of 15,042 shares of Class A Common Stock for tax withholding.
2025-12-17	Date of signature for the Power of Attorney by Hitesh Lath.

Recommendation

hold

This Form 4 filing details routine insider transactions related to executive compensation and tax obligations. It does not contain information that would fundamentally alter the investment thesis for C3.ai. The vesting of RSUs is a positive for executive retention, while the sale for tax purposes is a standard event. Therefore, a 'hold' recommendation is appropriate, as this filing alone does not provide new catalysts for a 'buy' or 'sell' decision.

Keywords

C3.ai, AI, Hitesh Lath, CFO, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding, Beneficial Ownership

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