Form 4: C3.ai Executive Chairman Sells $9.7M in Stock

C3.ai Executive Chairman Thomas M. Siebel sold 566,125 shares of Class A Common Stock for a weighted-average price of $17.23 per share, totaling approximately $9.75 million, under a pre-arranged 10b5-1 trading plan.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc. [AI], reported a sale of Class A Common Stock.
• The transaction involved the disposition of 566,125 shares.
• The shares were sold at a weighted-average price of $17.23 per share, with individual transaction prices ranging from $16.93 to $17.58.
• The total value of the shares sold is approximately $9,744,988.75.
• The sale was executed on September 16, 2025.
• This transaction was conducted pursuant to a Rule 10b5-1 trading plan established on September 20, 2024.
• Following this transaction, Thomas M. Siebel directly beneficially owns 2,510,102 shares of Class A Common Stock.
• He also indirectly beneficially owns additional shares through various entities: The Siebel Living Trust, First Virtual Holdings, LLC (9,216 shares), Siebel Asset Management, L.P. (170,294 shares), Siebel Asset Management III, L.P. (72,695 shares), and The Siebel 2011 Irrevocable Children's Trust (1,237,115 shares).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can be perceived negatively, the fact that it was executed under a pre-established Rule 10b5-1 plan mitigates concerns about it being based on new, adverse information. It's a routine personal financial management event.

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 insider sale by a key executive and 10% owner could be perceived negatively by investors, potentially signaling a lack of confidence or a desire to diversify holdings.
• The sale represents a disposition of 566,125 shares, reducing the direct beneficial ownership of the Executive Chairman.

Risks

• Investor sentiment could be negatively impacted by the perception of insider selling, even if pre-planned.
• The sale could contribute to downward pressure on the stock price if interpreted as a lack of confidence by a major insider.

Future Outlook

Not applicable, as this filing reports a past insider transaction and does not contain forward-looking statements or guidance.

Industry Context

This filing reports a routine insider stock transaction for C3.ai's Executive Chairman. Such transactions are common across industries for executives managing personal finances or diversifying portfolios, especially when executed under pre-arranged 10b5-1 plans to avoid accusations of trading on material non-public information. It does not provide specific insights into broader industry trends or competitive positioning.

Related Party Transactions

• The filing details indirect beneficial ownership through various trusts and entities where the reporting person holds a controlling or influential position, including 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 interpret the insider sale as a signal, potentially leading to negative sentiment or increased scrutiny, despite the 10b5-1 plan.

Key Dates

Recommendation

While a significant insider sale by a key executive might typically warrant a 'sell' consideration, the execution under a pre-established Rule 10b5-1 plan significantly mitigates the negative implications. This suggests the sale is for personal financial planning rather than a reaction to new, adverse company developments. Therefore, the filing itself does not provide new information to change an existing investment thesis, leading to a 'hold' recommendation based solely on this Form 4.

Keywords

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