Form 4: C3.ai Executive Chairman Sells Over 543K Shares

C3.ai Executive Chairman Thomas M. Siebel sold 543,706 shares of Class A Common Stock for a weighted-average price of $15.24 per share, executed under a Rule 10b5-1 trading plan.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported the sale of 543,706 shares of Class A Common Stock.
• The transaction occurred on November 11, 2025.
• The shares were sold at a weighted-average price of $15.24 per share, with individual transactions ranging from $14.91 to $15.59.
• This sale was executed pursuant to a Rule 10b5-1 trading plan established on September 20, 2024.
• Following the transaction, Siebel beneficially owns 1,437,174 shares indirectly through The Siebel Living Trust, 9,216 shares through First Virtual Holdings, LLC, 170,294 shares through Siebel Asset Management, L.P., 72,695 shares through Siebel Asset Management III, L.P., and 1,237,115 shares through The Siebel 2011 Irrevocable Children's Trust.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by a key insider, the Executive Chairman, is generally viewed with caution by investors. However, the execution under a pre-planned Rule 10b5-1 trading plan mitigates some of the immediate negative implications, suggesting the sale is for personal financial planning rather than a reaction to new adverse company developments.

Positives

• The sale was conducted under a pre-established Rule 10b5-1 trading plan dated September 20, 2024, indicating a planned divestment rather than a reaction to new, undisclosed negative information.

Negatives

• A significant sale of 543,706 shares by a key insider, the Executive Chairman and a 10% owner, could be perceived negatively by the market.
• The transaction reduces the direct beneficial ownership of a prominent executive in the company.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Thomas M. Siebel holds indirect beneficial ownership through various entities including The Siebel Living Trust (of which he is trustee), First Virtual Holdings, LLC (of which he is Chairman), Siebel Asset Management, L.P. and Siebel Asset Management III, L.P. (of which he is general partner), and The Siebel 2011 Irrevocable Children's Trust (of which he is co-trustee).

Stakeholder Impact

• Shareholders may view the significant insider sale by the Executive Chairman as a negative signal, potentially leading to downward pressure on the stock price.
• The transaction could raise questions among investors regarding management's long-term conviction in the company's stock performance, despite the 10b5-1 plan.

Key Dates

Recommendation

While the sale by a key insider is a notable event, it was conducted under a pre-established Rule 10b5-1 plan, which suggests a planned divestment rather than a reaction to new, adverse company information. Investors should monitor future insider activity and company performance, but this single transaction, given its pre-planned nature, does not necessarily warrant an immediate 'sell' recommendation without further context on the company's fundamentals and market conditions. It does, however, introduce a degree of caution.

Keywords

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