Form 4: C3.ai Chairman Siebel Sells 511,732 Shares via 10b5-1 Plan

C3.ai Executive Chairman Thomas M. Siebel exercised options and sold 511,732 shares of Class A Common Stock for a weighted-average price of $11.66, as part of a pre-arranged 10b5-1 trading plan.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., executed a transaction on February 10, 2026.
• He acquired 511,732 shares of Class A Common Stock by exercising stock options at a price of $2.04 per share.
• Concurrently, he sold 511,732 shares of Class A Common Stock at a weighted-average price of $11.66 per share, with individual sales ranging from $11.46 to $12.05.
• The transactions were conducted under a Rule 10b5-1 trading plan established on September 20, 2024.
• Following these transactions, Siebel directly holds 722,362 Class A Common Stock and indirectly holds an additional 2,147,096 shares through various trusts and entities.
• He also retains 2,275,682 unexercised stock options directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it's an insider sale, the pre-arranged 10b5-1 plan mitigates concerns about opportunistic trading, and the executive retains significant direct and indirect holdings.

Positives

• The exercise of options at $2.04 and subsequent sale at a weighted-average price of $11.66 indicates a significant profit for the reporting person on these specific shares.
• The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, which suggests a planned liquidity event rather than an immediate reaction to new, non-public information.

Negatives

• The sale of 511,732 shares by a key insider, the Executive Chairman and 10% owner, could be perceived negatively by some investors as it reduces his direct equity stake.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales by high-ranking executives and significant shareholders like Thomas M. Siebel, are closely watched by the market. While this sale was pre-planned under a 10b5-1 plan, such transactions can sometimes influence investor sentiment regarding the company's near-term prospects, especially in the volatile AI software sector where C3.ai operates.

Comparison to Industry Standards

• StockSavvy.ai observes that 10b5-1 plans are a standard mechanism for insiders to sell shares without being accused of trading on material non-public information. Many executives across the tech industry, including those at companies like Palantir Technologies (PLTR) or Snowflake (SNOW), utilize similar plans for liquidity and diversification purposes.
• The profit margin on the exercised options (from $2.04 to $11.66) is substantial, reflecting the stock's performance since the options were granted.

Related Party Transactions

• Shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
• Shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
• Shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
• Shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
• Shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

Stakeholder Impact

• Shareholders: May view the insider sale with mixed feelings; some might see it as a negative signal, while others will recognize it as a planned liquidity event. The significant remaining holdings might reassure some.
• Employees: No direct impact mentioned, but general market sentiment can affect employee stock options/RSUs.

Key Dates

Recommendation

The transaction is a pre-planned insider sale under a 10b5-1 plan, which is a routine event for executives managing their personal finances and diversifying holdings. While it represents a reduction in direct ownership, the Executive Chairman retains substantial direct and indirect equity, as well as significant derivative holdings. This event alone does not fundamentally alter the investment thesis for C3.ai, warranting a "hold" recommendation as investors should focus on the company's operational performance and strategic direction rather than this pre-scheduled transaction.

Keywords

C3.ai, AI, Thomas Siebel, insider trading, Form 4, stock option exercise, share sale, 10b5-1 plan, executive chairman, beneficial ownership