Form 4: C3.ai Senior VP Merel Witteveen Reports RSU Vesting and Tax-Related Stock Sale
Insider Transaction Report
C3.ai, Inc. Senior VP of Operations, Merel Witteveen, reported the vesting of 10,000 restricted stock units and a subsequent sale of 5,485 Class A Common Stock shares to cover tax obligations.
Summary
- Merel Witteveen, Senior VP, Operations at C3.ai, Inc. (AI), reported transactions involving the company's Class A Common Stock.
- On June 15, 2025, 10,000 Restricted Stock Units (RSUs) vested, resulting in the acquisition of 10,000 shares of Class A Common Stock.
- Following this acquisition, the reporting person beneficially owned 19,225 shares of Class A Common Stock.
- On June 16, 2025, 5,485 shares of Class A Common Stock were sold at a weighted-average price of $23.95 per share.
- This sale was conducted to satisfy tax withholding obligations related to the RSU vesting.
- After the sale, the reporting person's direct beneficial ownership of Class A Common Stock decreased to 13,740 shares.
- The transactions were made pursuant to a Rule 10b5-1 plan.
- The RSU award vests 20% on June 15, 2025, and 5% quarterly thereafter, contingent on continued service.
Sentiment
Score: 5
Explanation: The document is a routine SEC Form 4 filing detailing insider transactions related to RSU vesting and tax-related sales. It provides factual information without indicating significant positive or negative sentiment regarding the company's performance or outlook.
Negatives
- A sale of 5,485 shares of Class A Common Stock occurred, reducing the reporting person's direct beneficial ownership.
Future Outlook
The RSU award has a future vesting schedule where 5% of the award vests on a quarterly basis after June 15, 2025, contingent on the reporting person's continued service.
Industry Context
This Form 4 filing is a routine disclosure of an insider transaction, specifically the vesting of equity awards and a subsequent tax-related sale. Such transactions are common in the technology sector, particularly for executives receiving Restricted Stock Units (RSUs) as part of their compensation, and do not typically indicate a shift in broader industry trends or company strategy.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compliance Disclosure | The transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). | NA | Indicates adherence to SEC regulations for pre-planned insider trading, reducing the perception of opportunistic trading. |
Related Party Transactions
- The sale of shares was automatically withheld and sold by the Issuer (C3.ai, Inc.) to satisfy the Reporting Person's (Merel Witteveen) tax withholding obligations related to the vesting of RSUs.
Stakeholder Impact
- Shareholders: The sale of shares by an executive, even for tax purposes, slightly increases the public float and can be perceived as a minor dilution or a lack of conviction, though in this context it's a standard practice.
- Employees: The vesting schedule for RSUs provides insight into executive compensation structures and retention incentives.
Next Steps
- Future quarterly vesting of the remaining RSU award (5% per quarter) will occur as long as Merel Witteveen continues to provide services to C3.ai.
Key Dates
| Date | Description |
|---|---|
| 06/15/2025 | Date of earliest transaction; 10,000 Restricted Stock Units (RSUs) vested, resulting in the acquisition of 10,000 shares of Class A Common Stock. Also, 20% of the RSU award vested on this date. |
| 06/16/2025 | Date of disposition of 5,485 shares of Class A Common Stock to satisfy tax withholding obligations. |
| 06/17/2025 | Signature date of the filing by Andrew Thomases, Attorney-in-Fact. |
Keywords
C3.ai, AI, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding, Merel Witteveen, Corporate Governance, Executive Compensation
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