Form 4: C3.ai Director Levin Receives Stock Option Grant

C3.ai Director Richard C. Levin was granted 28,628 stock options with an exercise price of $19.16, vesting over two years contingent on board meeting attendance.

Summary

• Richard C. Levin, a Director of C3.ai, Inc. (AI), was granted stock options.
• The transaction date for the grant was October 3, 2025.
• The grant consists of 28,628 stock options, each representing a right to buy one share of Class A Common Stock.
• The exercise price for these options is $19.16 per share.
• The options have an expiration date of October 2, 2035.
• Vesting occurs quarterly at 12.5% of the shares over a two-year period, starting from October 3, 2025, provided the reporting person remains a director and attends regularly scheduled board meetings.
• If meeting attendance is missed, vesting for that quarter's shares is suspended but can vest later if attendance requirements are met in subsequent periods after the second anniversary of the vesting commencement date.
• Following this transaction, Richard C. Levin beneficially owns 28,628 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The grant of stock options to a director is a standard practice that aligns the director's interests with shareholders and incentivizes long-term performance and engagement through a two-year vesting schedule tied to board meeting attendance.

Positives

• The grant of stock options aligns the director's financial interests with those of the shareholders, incentivizing long-term performance.
• The vesting schedule, tied to board meeting attendance, encourages active participation and commitment from the director.

Negatives

• The grant of options could lead to potential future dilution if exercised, though this is a standard form of executive compensation.

Risks

• The value of the stock options is dependent on the future market price of C3.ai's Class A Common Stock exceeding the exercise price of $19.16.
• Vesting is conditional on the director's continued service and attendance at board meetings, meaning the full grant is not guaranteed if these conditions are not met.

Future Outlook

The vesting schedule for the stock options extends over a two-year period from October 3, 2025, indicating a continued commitment from the director to the company's long-term performance and governance. The options themselves have a long-term expiration date of October 2, 2035.

Industry Context

Granting stock options to directors is a common practice in the technology and AI sectors, including companies like C3.ai, to attract and retain experienced talent, align their interests with shareholders, and incentivize long-term value creation. This practice is particularly prevalent in growth-oriented companies where equity compensation forms a significant part of the overall remuneration package.

Comparison to Industry Standards

• The grant of stock options to a director is a standard compensation practice, comparable to equity incentives offered by other publicly traded technology companies such as Palantir Technologies (PLTR) or Snowflake (SNOW) to their board members.
• The vesting schedule, tied to continued service and meeting attendance, is a common mechanism to ensure ongoing engagement and commitment, similar to governance best practices seen across the S&P 500.
• The exercise price of $19.16, likely based on the market price at the time of grant, is typical for such awards, ensuring the options have intrinsic value only if the stock price appreciates.

Stakeholder Impact

• Shareholders: Potential for minor future dilution upon exercise of options; improved alignment of director's interests with shareholder value creation.

Next Steps

• The director will continue to serve on the board of C3.ai, Inc.
• The stock options will vest quarterly over the next two years, contingent on the director's continued service and attendance at board meetings.
• The director may exercise the vested options at any time before the expiration date of October 2, 2035, provided the stock price is favorable.

Key Dates

Keywords

C3.ai, AI, Stock Options, Insider Transaction, Director Compensation, Form 4, Equity Grant, Richard C. Levin