Form 4: C3.ai Executive Chairman Sells $10.4M in Stock

C3.ai Executive Chairman Thomas M. Siebel sold 554,802 shares of Class A Common Stock for approximately $10.4 million, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported the sale of 554,802 shares of Class A Common Stock.
• The transaction occurred on October 14, 2025.
• The shares were sold at a weighted-average price of $18.82 per share, with prices ranging from $18.39 to $19.35.
• The total value of the shares sold is approximately $10,440,377.64.
• This sale was executed pursuant to a Rule 10b5-1 trading plan established on September 20, 2024.
• Following the transaction, Siebel continues to beneficially own 3,474,620 shares indirectly through various trusts and entities.

Sentiment

Score: 5

Explanation: The sale is a neutral event due to the pre-arranged 10b5-1 plan, which mitigates concerns about insider confidence. However, any insider selling, especially by a key executive, can sometimes be viewed with slight caution by the market.

Positives

• The sale was conducted under a pre-established Rule 10b5-1 trading plan, indicating it was not based on new, non-public information.

Negatives

• A significant reduction in direct beneficial ownership by a key executive and 10% owner, which could be perceived negatively by some investors.

Risks

• Potential for negative market sentiment if investors misinterpret the planned sale as a lack of confidence in the company's future.

Future Outlook

NA

Industry Context

Insider sales are a routine occurrence in publicly traded companies, often for personal financial planning, diversification, or tax purposes. The use of a Rule 10b5-1 plan is a common practice to execute such sales systematically and avoid accusations of trading on material non-public information.

Related Party Transactions

• The remaining beneficial ownership is held indirectly through various trusts and entities where the Reporting Person has control or co-control, such as The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust.

Stakeholder Impact

• Shareholders may observe a reduction in direct insider ownership, which could lead to varied interpretations regarding management's long-term commitment or confidence.

Key Dates

Recommendation

The sale by Executive Chairman Thomas M. Siebel was conducted under a pre-established Rule 10b5-1 trading plan, indicating a planned transaction for personal financial management rather than a reaction to new material information. While a significant insider sale, the pre-planned nature suggests it does not reflect a change in the executive's outlook on the company's fundamentals. Therefore, this event alone does not warrant a change in investment thesis, leading to a "hold" recommendation.

Keywords

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