Form 4: C3.ai Executive Chairman Siebel Reports Equity Transactions

C3.ai Executive Chairman Thomas M. Siebel reported significant equity transactions, including RSU conversions, new equity grants, and a tax-related share sale.

Summary

• Thomas M. Siebel, Executive Chairman, Director, and 10% Owner of C3.ai, Inc., reported several transactions involving the company's Class A Common Stock and derivative securities.
• On December 11, 2025, 44,767 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock.
• On the same date, Siebel was granted 722,362 new RSUs, which will vest 33% on December 11, 2026, and 1/12th quarterly thereafter, contingent on continued service.
• Also on December 11, 2025, Siebel was granted 1,133,474 stock options with an exercise price of $17.512, vesting 1/3rd annually on December 11, 2026, 2027, and 2028, and expiring on December 10, 2035, contingent on continued service.
• On December 12, 2025, 23,000 shares of Class A Common Stock were sold at a weighted-average price of $15.94 to cover tax withholding obligations related to RSU vesting.
• On December 15, 2025, 21,767 shares of Class A Common Stock were transferred as a gift at a price of $0, resulting in a change from direct to indirect beneficial ownership via The Siebel Living Trust.
• Following these transactions, Siebel directly beneficially owns 722,362 shares of Class A Common Stock, 313,527 RSUs, and 1,133,474 stock options.
• Indirect beneficial ownership includes 1,474,677 shares through The Siebel Living Trust, 9,216 through First Virtual Holdings, LLC, 170,294 through Siebel Asset Management, L.P., 72,695 through Siebel Asset Management III, L.P., and 1,237,115 through The Siebel 2011 Irrevocable Children's Trust.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions, including significant equity grants which are generally positive for executive retention and alignment, balanced by a tax-related sale. No unexpected negative events are disclosed.

Positives

• Grant of 722,362 new Restricted Stock Units (RSUs) to Executive Chairman Thomas M. Siebel, aligning his long-term incentives with shareholder value.
• Grant of 1,133,474 stock options with an exercise price of $17.512, providing further long-term incentive for the Executive Chairman.

Negatives

• Sale of 23,000 shares of Class A Common Stock at a weighted-average price of $15.94 to satisfy tax withholding obligations, reducing direct beneficial ownership.

Future Outlook

The vesting schedules for the newly granted Restricted Stock Units and stock options extend through December 2028 and December 2035, respectively, contingent on Thomas M. Siebel's continued service as Executive Chairman or a similar role, indicating a long-term commitment to his role.

Management Comments

• The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Industry Context

This Form 4 filing details routine insider equity transactions for an executive at a publicly traded AI software company. The grants of RSUs and stock options are standard components of executive compensation packages designed to align management incentives with long-term company performance, a common practice across the technology sector.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) and stock options to a key executive like Thomas M. Siebel is a standard compensation practice in the technology and software industry, comparable to practices at companies such as Palantir Technologies (PLTR) or Snowflake Inc. (SNOW), which frequently use equity awards to incentivize leadership.
• The sale of shares to cover tax withholding obligations upon RSU vesting is a common, non-discretionary event for executives receiving equity compensation, consistent with practices observed at most public companies.
• The vesting schedules, extending over several years, are typical for executive equity awards, aiming to promote long-term retention and performance, similar to those seen in compensation plans at major tech firms.

Related Party Transactions

• Transfer of 21,767 shares to The Siebel Living Trust, of which the Reporting Person is trustee.
• Indirect beneficial ownership through First Virtual Holdings, LLC (Reporting Person is Chairman), Siebel Asset Management, L.P. and Siebel Asset Management III, L.P. (Reporting Person is general partner), and The Siebel 2011 Irrevocable Children's Trust (Reporting Person is co-trustee).

Stakeholder Impact

• Shareholders: The grant of new equity awards to the Executive Chairman aligns his long-term interests with shareholder value. The tax-related sale is a routine event and not indicative of a lack of confidence.
• Employees: No direct impact on employees mentioned, but executive compensation practices can influence overall company culture and compensation strategies.

Next Steps

• Continued service of Thomas M. Siebel as Executive Chairman or similar role to meet vesting conditions for RSUs and stock options.

Key Dates

Recommendation

This Form 4 filing details routine insider equity transactions, including grants of new Restricted Stock Units and stock options, alongside a sale of shares to cover tax obligations. These events are standard for executive compensation and do not present new fundamental information that would warrant a change in investment recommendation. The grants indicate continued executive alignment with long-term company performance, while the tax sale is a non-discretionary event. Therefore, a 'hold' recommendation is appropriate as the filing does not introduce significant positive or negative catalysts.

Keywords

C3.ai, AI, Thomas M. Siebel, Form 4, Insider Trading, Restricted Stock Units, Stock Options, Equity Grant, Tax Withholding, Beneficial Ownership