Form 4: C3.ai Executive Chairman Reports Stock Transactions

Thomas Siebel, Executive Chairman of C3.ai, reported the vesting of restricted stock units, a sale for tax obligations, and transfers of Class A Common Stock.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported several transactions involving Class A Common Stock.
• On September 11, 2025, 179,119 Restricted Stock Units (RSUs) vested, resulting in the acquisition of 179,119 shares of Class A Common Stock.
• On September 12, 2025, 92,000 shares of Class A Common Stock were sold at a weighted-average price of $16.33 to satisfy tax withholding obligations related to the RSU vesting.
• On September 15, 2025, 87,119 shares of Class A Common Stock were disposed of at a price of $0, followed by an acquisition of the same number of shares at $0, which are held indirectly by The Siebel Living Trust.
• Following these transactions, Mr. Siebel directly holds 87,119 shares and indirectly holds 3,076,227 shares through various trusts and entities, along with 358,294 derivative Restricted Stock Units.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transactions primarily reflect routine executive compensation (RSU vesting) and associated tax obligations, along with transfers to trusts, which are common for high-net-worth individuals. There are no indications of significant strategic shifts or unexpected financial performance.

Positives

• The vesting of 179,119 Restricted Stock Units indicates continued compensation and alignment of the Executive Chairman's interests with the company's performance.
• The RSU vesting schedule outlines future vesting, with 1/3rd vesting on September 11, 2025, and 1/12th quarterly thereafter, contingent on continued service.

Negatives

• A portion of the vested shares (92,000) was sold to cover tax withholding obligations, reducing direct beneficial ownership.

Future Outlook

The remaining Restricted Stock Units are scheduled to vest with 1/3rd on September 11, 2025, and 1/12th quarterly thereafter, provided the Reporting Person continues to provide services.

Industry Context

Insider transaction reports (Form 4s) are routine disclosures for executives and significant shareholders, providing transparency into their holdings and trading activities. The reported transactions, including RSU vesting and tax-related sales, are common events for executives receiving equity compensation.

Related Party Transactions

• The disposition and subsequent acquisition of 87,119 shares of Class A Common Stock on September 15, 2025, involved a transfer to The Siebel Living Trust, of which the Reporting Person is trustee.
• Indirect beneficial ownership is also reported through First Virtual Holdings, LLC (Chairman), Siebel Asset Management, L.P. (General Partner), Siebel Asset Management III, L.P. (General Partner), and The Siebel 2011 Irrevocable Children's Trust (Co-Trustee).

Stakeholder Impact

• Shareholders gain transparency into the holdings and trading activities of a key executive and significant owner.
• The transactions reflect the ongoing compensation structure for the Executive Chairman, aligning his interests with long-term company performance through equity awards.

Next Steps

• Future vesting of remaining Restricted Stock Units on a quarterly basis, contingent on continued service.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including the vesting of Restricted Stock Units and a subsequent sale to cover tax obligations. Such transactions are common for executives and do not typically provide new fundamental information that would warrant a change in investment recommendation. The core investment thesis for C3.ai remains unchanged based solely on this filing.

Keywords

C3.ai, AI, Thomas Siebel, Form 4, Insider Transaction, Restricted Stock Units, RSU, Beneficial Ownership, Stock Sale, Tax Withholding