Form 4: C3.ai Executive Chairman Sells $4.4M in Stock

C3.ai Executive Chairman Thomas M. Siebel executed planned sales of over 500,000 shares of Class A Common Stock, generating approximately $4.4 million.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported transactions involving Class A Common Stock.
• On March 17, 2026, Siebel exercised options to acquire 282,203 shares at $2.04 per share and subsequently sold these shares at a weighted-average price of $8.86 per share.
• On March 18, 2026, Siebel exercised options to acquire 219,294 shares at $2.04 per share and subsequently sold these shares at a weighted-average price of $8.67 per share.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan established on September 20, 2024.
• Following these transactions, Siebel directly holds 722,362 shares of Class A Common Stock and 1,774,185 stock options.
• Siebel also holds significant indirect beneficial ownership through various trusts and entities, totaling 2,183,508 shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can sometimes be a negative signal, the execution under a pre-established 10b5-1 plan mitigates concerns that it's based on new, adverse information. It's a routine liquidity event for a long-term executive.

Positives

• The executive exercised options at a significantly lower price ($2.04) compared to the sale price ($8.86 and $8.67), indicating a substantial personal gain.
• The transactions were pre-planned under a Rule 10b5-1 trading plan, suggesting a structured approach to liquidity rather than a reaction to immediate company news.

Negatives

• The sale of over 500,000 shares by a key executive and 10% owner could be perceived negatively by some investors, potentially signaling a lack of confidence, even if pre-planned.
• The sale reduces the executive's direct equity stake in the company, though significant indirect holdings and remaining options persist.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider selling, even when pre-scheduled via a 10b5-1 plan, is a common practice for executives to manage personal finances and diversify holdings. While it doesn't necessarily signal a negative outlook for the company, significant sales by a key executive like Thomas Siebel, who is also a 10% owner and Executive Chairman, are always closely watched by the market. The AI software industry is highly dynamic, and investors often look for strong insider alignment with company performance.

Related Party Transactions

• Shares are held indirectly by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
• Shares are held indirectly by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
• Shares are held indirectly by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
• Shares are held indirectly by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
• Shares are held indirectly by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.

Stakeholder Impact

• Shareholders: May interpret the executive's sale as a signal, though the 10b5-1 plan suggests it is not based on new information. The reduction in direct ownership could slightly decrease perceived alignment.

Key Dates

Recommendation

The transactions represent a planned liquidity event for a long-standing executive and significant shareholder, rather than a reactive sale. While the sale of a substantial number of shares by a key insider could be a concern, the pre-arranged 10b5-1 plan mitigates the immediate negative signaling effect. Investors should 'hold' and monitor C3.ai's operational performance and future filings for more fundamental insights, as this Form 4 primarily reflects personal financial planning.

Keywords

C3.ai, AI, Thomas Siebel, Insider Trading, Form 4, Stock Sale, Option Exercise, 10b5-1 Plan, Executive Chairman, Beneficial Ownership