Form 4: C3.ai Executive Chairman Siebel Plans Stock Sales

C3.ai Executive Chairman Thomas M. Siebel filed a Form 4 detailing planned stock option exercises and subsequent sales of Class A Common Stock under a Rule 10b5-1 trading plan.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported planned transactions for January 13, 2026.
• The transactions include the exercise of stock options to acquire 212,586 shares of Class A Common Stock at an exercise price of $2.04 per share.
• Concurrently, Siebel plans to sell a total of 522,175 shares of Class A Common Stock (212,586 shares from option exercise and an additional 309,589 shares) at a weighted-average price of $13.52 per share.
• The sale prices for the disposed shares ranged from $13.265 to $14.20 per share.
• These planned transactions are being conducted pursuant to a pre-established Rule 10b5-1 trading plan dated September 20, 2024.
• Following these planned transactions, Siebel will directly own 722,362 shares and indirectly own 2,121,576 shares through various entities (First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust).
• Siebel will retain 2,787,414 unexercised stock options with an exercise price of $2.04, which are fully vested and expire on November 7, 2027.

Sentiment

Score: 5

Explanation: The transactions are part of a pre-planned 10b5-1 schedule, which makes them neutral in terms of immediate sentiment. While insider selling can sometimes be viewed negatively, the pre-planned nature mitigates this, and the significant remaining holdings suggest continued alignment with company performance.

Positives

• The transactions are part of a pre-established Rule 10b5-1 trading plan, indicating a pre-scheduled, non-discretionary sale, which can mitigate concerns about insider selling based on non-public information.
• The exercise of options at a low strike price ($2.04) and subsequent sale at a significantly higher weighted-average price ($13.52) demonstrates a substantial profit for the insider.

Negatives

• The planned sale of 522,175 shares by a key insider, the Executive Chairman and a 10% owner, could be perceived negatively by some investors, even if pre-planned.
• The sale represents a significant monetization of holdings by a top executive.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: May interpret the sale by a key executive as a signal, though the 10b5-1 plan mitigates concerns. Could lead to minor short-term selling pressure if perceived negatively.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Key Dates

Recommendation

The transactions are pre-planned under a 10b5-1 plan, which reduces the signal of discretionary selling. While a significant insider sale, the Executive Chairman retains substantial direct and indirect holdings, as well as a large number of unexercised options. This suggests continued alignment with the company's long-term prospects, making a 'hold' recommendation appropriate based solely on this filing, pending broader company performance and market conditions.

Keywords

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