Form 4: C3.ai Director Sridhar Granted Stock Options

C3.ai Director KR Sridhar was granted 28,628 stock options with a $19.16 exercise price, vesting over two years tied to board meeting attendance.

Summary

• KR Sridhar, a Director of C3.ai, Inc. (AI), was granted 28,628 stock options.
• The options have an exercise price of $19.16 per share.
• The transaction date for this grant was October 3, 2025.
• The options are for Class A Common Stock, with each option representing the right to buy one share.
• The options have an expiration date of October 2, 2035.
• Vesting commences on October 3, 2025, with 12.5% of the shares vesting on the last day of each fiscal quarter for two years.
• Vesting is conditional upon the Reporting Person remaining a director and attending in person the regularly scheduled Board meetings during each fiscal quarter.
• If attendance requirements are not met, vesting for that quarter's shares will be suspended, but suspended shares may vest after the two-year anniversary if subsequent attendance requirements are satisfied.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While a Form 4 is primarily a disclosure, the grant of stock options to a director is generally viewed as a positive step for aligning management and shareholder interests, incentivizing long-term performance. There are no negative operational or financial disclosures within this filing.

Positives

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

Risks

• The director's ability to fully vest the options is contingent on continued board service and in-person attendance at regularly scheduled meetings, posing a personal risk to the director if these conditions are not met.
• The value of the options is subject to the future market price of C3.ai's Class A Common Stock, which may fall below the exercise price, rendering the options worthless.

Future Outlook

The filing details the vesting schedule for the granted stock options, indicating that 12.5% of the shares will vest quarterly over a two-year period, contingent on the director's continued service and in-person attendance at board meetings. Suspended shares due to missed attendance may vest after the two-year anniversary if attendance requirements are subsequently met.

Industry Context

This Form 4 filing represents a routine disclosure of an insider transaction, specifically the grant of stock options to a director as part of their compensation package. Such grants are common practice across various industries, including the software and artificial intelligence sectors where C3.ai operates, to attract and retain executive talent and align their interests with shareholders.

Comparison to Industry Standards

• This filing, a Form 4, primarily reports an insider transaction and does not provide sufficient information to conduct a detailed comparison of C3.ai's director compensation practices against specific industry benchmarks, comparable companies, projects, or their results. A comprehensive assessment would require access to C3.ai's proxy statements and compensation committee reports, as well as compensation data from peer companies in the enterprise AI software sector.

Corporate Governance

Related Party Transactions

• The grant of stock options to KR Sridhar, a Director of C3.ai, Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of options could lead to potential future dilution if exercised, but also aims to align the director's interests with shareholder value creation.
• Director (KR Sridhar): Receives a significant equity incentive, contingent on continued service and active participation, providing a direct financial stake in the company's long-term success.

Next Steps

• The stock options will begin vesting on October 3, 2025, with quarterly vesting contingent on the director's continued service and board meeting attendance.
• The director will have the right to exercise the vested options at the specified exercise price until the expiration date of October 2, 2035.

Key Dates

Keywords

C3.ai, AI, Stock Option, Form 4, Insider Transaction, Director Compensation, KR Sridhar, Equity Grant, Vesting Schedule