Form 4: C3.ai Chairman Siebel Reports RSU Vesting, Stock Sale
Insider Transaction Report
C3.ai Executive Chairman Thomas M. Siebel reported the vesting of 32,736 RSUs, a sale of 17,200 shares for tax obligations, and a transfer of 15,536 shares.
Summary
- Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported several transactions involving the company's Class A Common Stock.
- On September 1, 2025, 32,736 Restricted Stock Units (RSUs) vested, converting into an equal number of Class A Common Stock shares.
- On September 2, 2025, 17,200 shares of Class A Common Stock were sold at a weighted-average price of $16.49 per share. This sale was conducted to satisfy tax withholding obligations related to the RSU vesting.
- On September 3, 2025, 15,536 shares of Class A Common Stock were disposed of from direct ownership and simultaneously acquired into indirect ownership at a price of $0, indicating a transfer, likely to a trust.
- Following these transactions, Mr. Siebel directly holds 163,682 derivative securities (RSUs) and indirectly holds 4,478,428 shares of Class A Common Stock through various trusts and entities.
Sentiment
Score: 6
Explanation: The filing reports routine RSU vesting and a tax-related stock sale, which are common for executive compensation. The transfer of shares to a trust is also a standard estate planning move. No significant positive or negative operational news is present, indicating a neutral to slightly positive sentiment due to continued executive alignment.
Positives
- The vesting of Restricted Stock Units (RSUs) represents a routine compensation event for the Executive Chairman, aligning his interests with long-term shareholder value.
- The continued provision of services by the Reporting Person through vesting dates indicates ongoing commitment to the company.
Negatives
- A portion of the vested shares, specifically 17,200 shares, was sold on the open market, although this was explicitly for tax withholding obligations.
- The transfer of 15,536 shares resulted in a reduction of direct beneficial ownership of Class A Common Stock to zero for the reported transactions.
Future Outlook
No specific future outlook or guidance regarding the company's performance or strategic direction is provided in this insider transaction report.
Industry Context
This Form 4 filing details routine insider transactions and does not provide broader industry context or trends. It is specific to the compensation and ownership activities of a key executive at C3.ai, Inc.
Related Party Transactions
- Indirect beneficial ownership of 4,478,428 shares of Class A Common Stock is held through various trusts and entities related to Thomas M. Siebel, 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.
- The transfer of 15,536 shares on September 3, 2025, from direct to indirect ownership, likely involved one of these related trusts or entities.
Stakeholder Impact
- Shareholders: The reported transactions are routine for executive compensation and estate planning. The sale for tax purposes is a common occurrence and does not typically signal a change in the company's fundamentals or the executive's confidence. The transfer to trusts maintains beneficial ownership within related entities.
- Employees: No direct impact on employees is indicated by this filing.
Next Steps
- Continued quarterly vesting of the remaining Restricted Stock Units (RSUs) from December 1, 2023, as long as the Reporting Person continues to provide services through such vesting dates.
Key Dates
| Date | Description |
|---|---|
| 07/27/1993 | Date of The Siebel Living Trust u/a/d, as amended, which holds a significant portion of indirect shares. |
| 12/01/2023 | Start date for the quarterly RSU vesting schedule, where 1/12th of the RSUs vest on each quarterly anniversary. |
| 09/01/2025 | Date of RSU vesting, resulting in the acquisition of 32,736 Class A Common Stock shares. |
| 09/02/2025 | Date of sale of 17,200 Class A Common Stock shares to cover tax withholding obligations. |
| 09/03/2025 | Date of transfer of 15,536 Class A Common Stock shares and the filing of the Form 4. |
Recommendation
holdThis Form 4 filing details routine insider transactions, specifically RSU vesting, a tax-related stock sale, and a transfer of shares to a trust. These actions are common for executive compensation and estate planning and do not reflect a change in the company's operational performance or strategic direction. Therefore, the filing itself does not provide a basis for a 'buy' or 'sell' recommendation, suggesting a 'hold' position based solely on this information.
Keywords
C3.ai, AI, Thomas M. Siebel, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, Executive Chairman, Beneficial Ownership
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