Form 4: C3.ai Director Richard Levin Executes Pre-Planned Stock Option Exercises and Sales

C3.ai Director Richard C. Levin engaged in pre-planned transactions, exercising stock options and selling a portion of his Class A Common Stock holdings under a Rule 10b5-1 trading plan.

Summary

• Richard C. Levin, a Director of C3.ai, Inc. (AI), conducted multiple transactions involving the exercise of stock options and the sale of Class A Common Stock on May 29, 2025, and June 2, 2025.
• On May 29, 2025, Mr. Levin exercised options to acquire 36,000 shares of Class A Common Stock at an exercise price of $4.68 per share.
• Concurrently on May 29, 2025, he sold 18,000 shares of Class A Common Stock at $26.32 per share and another 18,000 shares at a weighted average price of $30.02 per share.
• On June 2, 2025, Mr. Levin exercised options to acquire 3,955 shares at $4.68 per share and 2,045 shares at $11.16 per share.
• Also on June 2, 2025, he sold 6,000 shares of Class A Common Stock at $26.31 per share.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan established on September 29, 2024.
• Following these transactions, Mr. Levin beneficially owns 161,664 shares of Class A Common Stock directly.
• He also retains 98,789 stock options with an exercise price of $11.16, which vest quarterly based on director attendance.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for the insider due to profitable option exercises and sales. For the company, it's neutral as these are pre-planned transactions under a 10b5-1 plan, which are routine and generally do not signal a change in company outlook. The director retains significant holdings.

Positives

• The sales were executed at significantly higher prices ($26.31 $30.02) compared to the exercise prices of the options ($4.68 and $11.16), indicating a profitable realization for the insider.
• The transactions were conducted under a pre-established Rule 10b5-1 trading plan, which suggests a systematic and pre-determined approach to stock sales rather than a reaction to immediate market conditions or negative news.
• The director retains a substantial holding of 161,664 Class A Common Stock shares and 98,789 stock options, indicating continued alignment with shareholder interests.

Negatives

• The sales represent a reduction in the director's direct ownership of Class A Common Stock, with a total of 42,000 shares sold across the two dates.
• While pre-planned, insider sales can sometimes be perceived negatively by the market as they reduce the insider's direct equity exposure.

Future Outlook

NA

Industry Context

This Form 4 filing details routine insider transactions by a director of C3.ai, Inc., an enterprise AI software company. Such filings are common across all industries for publicly traded companies as executives and directors manage their equity compensation and personal investments. The use of a Rule 10b5-1 plan is a standard practice for insiders to sell shares in a pre-arranged manner, mitigating concerns about trading on material non-public information.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor impact due to the sale of shares, which slightly increases the float. However, the pre-planned nature via a 10b5-1 plan typically minimizes negative market perception. The director's continued significant holdings suggest ongoing alignment.
• Employees: No direct impact mentioned.

Key Dates

Keywords

C3.ai, AI, SEC Form 4, Insider Trading, Stock Options, Share Sale, Rule 10b5-1 Plan, Richard C. Levin, Director Transactions, Equity Compensation