Form 4: C3.ai Executive Chairman Sells Over 530K Shares

C3.ai Executive Chairman Thomas M. Siebel sold 532,832 shares of Class A Common Stock in mid-December 2025 through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc. (AI), reported sales of Class A Common Stock.
• On December 16, 2025, Siebel sold 392,064 shares at a weighted-average price of $14.37 per share, with prices ranging from $14.15 to $14.55.
• On December 17, 2025, Siebel sold an additional 140,768 shares at a weighted-average price of $14.22 per share, with prices ranging from $14.00 to $14.57.
• These 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.
• Indirect beneficial ownership includes 1,082,613 shares held by The Siebel Living Trust, 9,216 shares by First Virtual Holdings, LLC, 170,294 shares by Siebel Asset Management, L.P., 72,695 shares by Siebel Asset Management III, L.P., and 1,237,115 shares by The Siebel 2011 Irrevocable Children's Trust.

Sentiment

Score: 4

Explanation: The sale of over half a million shares by the Executive Chairman, even under a pre-arranged plan, can be interpreted as a negative signal regarding the company's short-to-medium term stock price prospects.

Positives

• The sales were conducted under a pre-established Rule 10b5-1 trading plan, indicating a planned divestment rather than an immediate reaction to new information.

Negatives

• Executive Chairman Thomas M. Siebel sold a significant number of shares, totaling 532,832 shares.
• Insider selling, even under a 10b5-1 plan, can be perceived by the market as a lack of confidence or a signal that the stock price may be nearing a peak.

Risks

• Potential for increased selling pressure on the stock due to a large insider sale.
• Risk of negative market sentiment if investors interpret the sale as a lack of confidence from a key executive and significant owner.

Future Outlook

NA

Industry Context

This filing is specific to C3.ai and its executive's stock transactions. Insider selling can sometimes be viewed in the broader context of market conditions or sector-specific valuations, but this document does not provide direct industry analysis.

Related Party Transactions

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

Stakeholder Impact

• Shareholders: May view the significant insider selling as a negative signal, potentially impacting investor confidence and the stock price.

Key Dates

Recommendation

While the sale of over 530,000 shares by the Executive Chairman is a notable event, it was executed under a pre-established Rule 10b5-1 trading plan. This suggests a planned diversification or liquidity event rather than an immediate reaction to adverse company news. Investors should monitor future insider activity and company performance, but this single event, while significant, does not necessarily warrant an immediate 'sell' recommendation without further context on the company's fundamentals or other market signals. A 'hold' stance is appropriate to observe how the market digests this information and how the company's operational performance evolves.

Keywords

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