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

C3.ai's Executive Chairman, Thomas M. Siebel, disclosed recent transactions involving Class A Common Stock, including RSU vesting, tax-related sales, and gifts.

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.
• On March 11, 2026, 44,766 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock.
• On March 12, 2026, 23,435 shares of Class A Common Stock were sold at a weighted-average price of $9.11 per share to satisfy tax withholding obligations related to the RSU vesting.
• On March 13, 2026, 21,331 shares of Class A Common Stock were disposed of as a gift at a price of $0.
• Also on March 13, 2026, 21,331 shares of Class A Common Stock were acquired as a gift at a price of $0, held indirectly by The Siebel Living Trust.
• Following these transactions, Siebel directly owns 722,362 shares and indirectly owns 2,083,213 shares across various trusts and entities.
• Siebel also holds 268,761 unvested Restricted Stock Units directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It primarily details routine insider transactions related to RSU vesting and tax obligations, which are standard for executive compensation and do not indicate a significant shift in company prospects or insider sentiment.

Positives

• The vesting of 44,766 Restricted Stock Units (RSUs) indicates continued compensation and alignment of interests with shareholders.
• The gifting of shares to trusts can be part of long-term estate planning, which does not necessarily reflect a negative view on the company.

Negatives

• The sale of 23,435 shares, even for tax purposes, reduces direct ownership by the Executive Chairman.
• The price of the tax-related sale was $9.11 per share.

Future Outlook

Remaining Restricted Stock Units (RSUs) will vest quarterly at a rate of 1/12th, contingent on the Reporting Person's continued service through such vesting dates.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures of insider transactions, providing transparency into executive and director stock movements. These transactions, particularly those related to RSU vesting and tax withholding, are common and generally do not signal a change in company fundamentals or strategic direction. The sale for tax purposes is a standard practice when equity awards vest.

Comparison to Industry Standards

• The practice of selling shares to cover tax obligations upon RSU vesting is a standard industry practice across publicly traded companies, including tech firms like Microsoft, Apple, and Google, where equity compensation is a significant component of executive pay.
• The reported sale price of $9.11 per share for C3.ai stock reflects the market price at the time of the transaction, which can be compared to the stock performance of other AI-focused software companies.

Related Party Transactions

• Shares are held indirectly by various trusts and entities where the Reporting Person (Thomas M. Siebel) serves as trustee, chairman, or general partner, 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.
• The gift transaction on March 13, 2026, involved a transfer of shares to The Siebel Living Trust, where the Reporting Person is trustee.

Stakeholder Impact

• Shareholders: The sale of shares for tax purposes slightly increases the float, but the overall impact on the market is minimal given the volume. The continued vesting of RSUs aligns management's interests with long-term shareholder value.

Next Steps

• Remaining Restricted Stock Units (RSUs) will continue to vest quarterly at a rate of 1/12th, provided the Reporting Person continues to provide services.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including RSU vesting and tax-related sales, which are common and expected. It does not provide new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing itself does not present a compelling reason to buy or sell based solely on these disclosures.

Keywords

C3.ai, AI, Thomas Siebel, Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, RSU Vesting, Share Sale, Tax Withholding, Executive Chairman, Director, 10% Owner