C3.ai Inc.

06/24/2026 | Press release | Distributed by Public on 06/24/2026 04:02

Annual Report for Fiscal Year Ending April 30, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading "Special Note Regarding Forward-Looking Statements" in this Annual Report on Form 10-K. You should review the disclosure under the heading "Risk Factors" under Part I, Item 1A in this Annual Report on Form 10-K for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Unless the context otherwise requires, all references in this report to "C3.ai," "C3 AI," the "Company", "we," "our," "us," or similar terms refer to C3.ai, Inc. and its subsidiaries.
Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years ended April 30 and the associated quarters, months and periods of those fiscal years.
A discussion regarding our financial condition and results of operations for the fiscal year ended April 30, 2026 compared to the fiscal year ended April 30, 2025 is presented below. A discussion regarding our financial condition and results of operations for the fiscal year ended April 30, 2025 compared to the fiscal year ended April 30, 2024 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the Securities and Exchange Commission, or SEC, on June 23, 2025.
Overview
C3 AI is an Enterprise AI application software company.
We have built a family of software applications that enable our customers to rapidly develop, deploy, and operate large-scale Enterprise AI applications. Customers can deploy C3 AI solutions on major public cloud infrastructures, private cloud or hybrid environments, or directly on their servers and processors. We have five core product areas, which we collectively refer to as our "C3 AI Software":
C3 Agentic AI Platform, our core technology, is a comprehensive, end-to-end application development and runtime environment that is designed to allow our customers to rapidly design, develop, and deploy Enterprise AI applications. The C3 Agentic AI Platform enables the creation of enterprise-grade AI agents that can autonomously perceive data, reason over complex systems, and take action to achieve defined business goals. These agents operate within secure, governed workflows and integrate seamlessly across the enterprise, delivering trusted, high-impact outcomes at scale.
C3 AI Studio, is the integrated development environment in the C3 Agentic AI Platform that enables engineers, data scientists, and increasingly business analysts, to design, build, test, and deploy AI applications.
C3 AI Applications, built using the C3 Agentic AI Platform, is a portfolio of pre-built, extensible, industry-specific and application-specific SaaS Enterprise AI applications that can be rapidly installed and deployed.
C3 Generative AI, combines the utility of LLMs, agentic AI, generative AI, reinforcement learning, natural language processing, and the C3 Agentic AI Platform to reflect, collaborate, and execute complex workflows.
C3 Code, enables users to build, configure, and deploy a complete, production-grade Enterprise AI applications automatically - including data pipelines, AI models, business logic, security controls, and user interfaces - using natural language instructions. C3 Code orchestrates multiple AI agents working in parallel against an organization's enterprise data, designed to significantly reduce the time and specialized resources required to develop and deploy enterprise AI applications.
These solutions, and our patented model-driven architecture, enable organizations to simplify and accelerate Enterprise AI application development, deployment, and administration. We significantly reduce the effort and complexity of the AI software engineering problem.
How We Generate Revenue
We generate revenue primarily from the sale of subscriptions, which accounted for 91%, 84% and 90% of our total revenue in the fiscal years ended April 30, 2026, 2025 and 2024, respectively. Our cloud-native software offerings allow us to manage, update, and monitor the software regardless of whether the software is deployed in our public cloud environment, in our customers' self-managed private or public cloud environments, or in a hybrid environment.
We primarily recognize revenue from subscriptions on a ratable basis over the contract term or on a usage basis for consumption-based arrangements. We also recognize revenue upon delivery to the customer for software licenses that do not require maintenance and support services. In addition, customers typically pay a usage-based runtime fee for production use of our C3 AI Software for specified levels of capacity. Customers who choose to run the software in our cloud environment pay the hosting costs charged by our cloud providers. We deploy a consumption-based pricing model, beginning with an initial production deployment phase which may include access to the C3 Agentic AI Platform, one or more C3 AI Applications or C3 Generative AI, and C3 AI Center of Excellence, or COE support services. Following the initial production deployment period, customers either pay a monthly fee and consumption charges using virtual Central Processing Unit or vCPU and virtual Graphics Processing Unit or vGPU hours as the metric to calculate payment or enter into a time-certain multi-period commitment that may include consumption charges. Our subscriptions also include our maintenance and support services. Additionally, we offer premium stand-ready support services through our C3 AI COE which is included as part of the subscription when purchased.
We also generate revenue from professional services, which primarily include prioritized engineering services and services fees. Professional services revenue represented 9%, 16% and 10% of our total revenue for the fiscal years ended April 30, 2026, 2025 and 2024, respectively.
Prioritized engineering services are undertaken when a customer requests that we accelerate the design, development, and delivery of software features and functions that are planned in our future product roadmap. When we agree to this, we negotiate an agreed upon fee to accelerate the development of the software as well as other terms, such as relevant specifications. When the software feature is delivered, it becomes integrated to our core product offering, is available to all subscribers of the underlying software product in the subsequent general release, and enhances the operation of that product going forward. Such prioritized engineering services result in production-level computer software-compiled code that enhances the functionality of our production products - which is available for our customers to use over the life of their software licenses. Prioritized engineering services revenue is recognized as professional services over the period in which the software development is completed. Prioritized engineering services accounted for 78%, 70% and 80% of total professional services revenue for the fiscal years ended April 30, 2026, 2025 and 2024, respectively.
Service fees include revenue from services such as consulting, training, and paid implementation services. For service fees, revenue is typically recognized over time as the services are performed.
Our total revenue was $250.3 million for the fiscal year ended April 30, 2026, representing a 35.7% decrease compared to the prior fiscal year. Our subscription revenue was $227.1 million for the fiscal year ended April 30, 2026, representing a 31% decrease compared to the prior fiscal year. Our professional services revenue was $23.2 million for the fiscal year ended April 30, 2026, representing 62% decrease compared to the prior fiscal year.
Go-to-Market Strategy
Our go-to-market strategy has been historically focused on large organizations recognized as leaders in their respective industries or public sectors that are attempting to solve complicated business problems by digitally transforming their operations. These large organizations, or lighthouse customers, include companies and public agencies within the oil and gas, power and utilities, aerospace and defense, industrial products, life sciences, and financial services industries, among others. This has resulted in C3 AI powering some of the largest and most complex Enterprise AI applications. These lighthouse customers serve as proof points for other potential customers in their respective industries. As a result, we have a customer base of a relatively small number of large organizations that generate high average total subscription contract value, but we expect that, over time, as more customers adopt our technology based on the proof points provided by these lighthouse customers, the revenue represented by these lighthouse customers will decrease as a percentage of total revenue. As our C3 Agentic AI Platform and much of our other C3 AI software are industry agnostic, we also expect to expand into other industries.
Our go-to-market strategy includes a way for new customers to subscribe to our products at smaller initial contract sizes and pay for services based on their monthly consumption of vCPU and vGPU hours or at fixed rates. Customers generally begin with a short proof of value or one to two-quarter-long initial production deployment agreements which includes the necessary resources required to deploy the C3 Agentic AI Platform and/or C3 AI Applications and receive necessary training to operate and maintain the software in production use. Following the initial production deployment period, customers either pay a monthly fee and consumption charges using vCPU and vGPU hours utilized as the metric to calculate payment or enter into a time-certain multi-period commitment that may include consumption charges.
Acquiring new customers and expanding our business with our existing customers is the purpose of our go-to-market effort and drives our growth. Making new and existing customers successful is critical to our long-term success. After we help our customers solve their initial use cases, they frequently identify incremental opportunities within their operations and expand their use of our products. The increased engagement is measured by a combination of increased vCPU/vGPU usage, increased C3 AI Software subscriptions and subscriptions to the C3 Agentic AI Platform for in-house AI application development.
The size and sophistication of our customers' businesses demonstrate the flexibility, speed, and scale of our products, and maximize the potential value to our customers. To be a credible partner to our customers, who often are industry leaders, we deploy an experienced and highly educated team of C3 AI personnel and partners. We also complement and supplement our sales force with a number of go-to-market partners.
Industry Partners. We have developed an alliance program to partner with recognized leaders in their respective industries, such as Baker Hughes and, Booz Allen Hamilton; to develop, market, and sell solutions that are natively built on or tightly integrated with the C3 Agentic AI Platform.
Hyperscale Cloud and Infrastructure. We have formed global strategic go-to-market alliances with hyperscale cloud providers including Microsoft Azure, Amazon Web Services, or AWS, and Google Cloud.
Consulting and Services Partners. We partner with a number of consulting firms and system integrators specializing in Enterprise AI implementation, including McKinsey & Company, PwC, Fractal, and Cathexis (formerly Paradyme).
Independent Software Vendors. We partner with independent software vendors who develop, market, and sell application solutions that are natively built on or tightly integrated with the C3 Agentic AI Platform.
Key Business Metric
Remaining Performance Obligations
Remaining Performance Obligations ("RPO") represents the amount of our contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. Some contracts allow customers to cancel the contracts without a significant penalty, and the cancellable amount is not included in the remaining performance obligations.
RPO was $203.1 million and $235.1 million as of April 30, 2026 and April 30, 2025, respectively.
RPO as of April 30, 2026 is comprised of $36.4 million related to deferred revenue and $166.7 million of commitments from non-cancellable contracts. Our RPO as of April 30, 2025 is comprised of $36.6 million related to deferred revenue and $198.5 million of commitments from non-cancellable contracts.
RPO excludes amounts related to monthly usage-based runtime and hosting charges. While RPO provides insight into committed revenue, it may not accurately reflect future revenue growth, particularly for pay-as-you go consumption pricing agreements and due to factors such as timing of renewals, the timing of conversion of an initial production deployment into a recurring subscription contract, purchases of additional capacity, average contract terms, and seasonality. As a result, it is important to review RPO in conjunction with revenue and other financial metrics disclosed elsewhere in this Annual Report on Form 10-K.
Initial Production Deployment
C3 AI generally engages customers through an "Initial Production Deployment" agreement, or IPD, (formerly known as "Pilot"), delivering pre-configured, industry-specific production-grade Enterprise AI application within weeks.
An IPD agreement may include developer access to the C3 Agentic AI Platform, one C3 AI Application or C3 Generative AI and COE support services. Following the initial production deployment period, customers either pay a monthly fee and consumption charges using vCPU and vGPU hours as the metric to calculate payment or enter into a time-certain multi-period commitment that may include consumption charges.
We consider the initial production deployment count as a key business metric, as it reflects trends in market penetration and customer acquisition.
We count an agreement as an initial production deployment agreement when an agreement meeting the characteristics of initial production deployment as described above is executed with the customer.
As compared to fiscal year 2025, we have executed a lower number of IPD agreements during the fiscal year 2026, reflecting our strategic focus on engagements with a higher probability of delivering targeted economic value to customers and a greater likelihood of conversion into production contracts.
We executed 71, 174 and 123 initial production deployment agreements in the fiscal years ended April 30, 2026, 2025 and 2024, respectively.
Factors Affecting Our Performance
We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business but also pose risks and challenges, including those discussed below and in the section of this Annual Report on Form 10-K in Part I, Item 1A titled "Risk Factors", that we must successfully address to sustain our growth, improve our results of operations, and establish and maintain profitability.
Customer Acquisition, Retention, and Expansion
We are focused on continuing to grow our customer base, retaining existing customers and expanding customers' usage of our C3 AI Software by addressing new use cases across multiple departments and divisions, adding users, and developing and deploying additional applications. All of these factors increase the adoption and relevance of our C3 AI Software to our customers' business and, as an outcome, increases their runtime usage.
We have built a high-performance, customer-focused culture and have implemented proactive programs and processes designed to drive customer success. These include a robust customer support and success function. For example, as part of our subscription offerings, we provide our customers with the ability to establish a COE, which utilizes our experienced and specialized resources in key technical areas like application development, data integration, and data science to accelerate and ensure our customers' success developing applications on our C3 Agentic AI Platform. We closely monitor the health and status of every customer account through multiple activities, daily and weekly reports to management, as well as quarterly reviews with our customers.
We are focused on expanding our customer base across diverse sectors, with significant momentum in the federal, defense, and aerospace markets driven by new federal agreements and increased international adoption.
Historically, we have had a relatively small number of customers with large total subscription contract values. As a result, our revenue can vary significantly based on the timing of customer acquisition, changes in product mix, and contract durations, renewals, or terminations. We expect the number of customers to increase compared to prior fiscal years as organizations address the importance of digital transformation. The average total subscription contract value as well as the revenue represented by our lighthouse customers as a percentage of total revenue is decreasing and we expect them to continue to decrease as we have restructured our sales organization as described below and expanded our market-partner ecosystem to effectively address small, medium, and large enterprise sales opportunities.
We expect that we will continue to attract new customers who prefer to subscribe to the C3 Agentic AI Platform and C3 AI Applications with our consumption-based pricing model. For further discussion, see the section titled "Overview - Go-to-Market Strategy" included in Part II, Item 7 of this Annual Report on Form 10-K.
Restructuring of Sales and Services Organization
During the three months ended July 31, 2025, we restructured our sales and services organization to provide a more seamless, high-touch customer experience with a consistent focus on realizing significant economic benefit rapidly from each C3 AI customer engagement. However, the restructuring has had a disruptive effect on our financial performance. This disruptive effect, together with leadership transitions may have a negative effect on our sales results. Our future success and financial performance depend on the ability of our restructured sales and services organization to achieve desired productivity levels in a reasonable period of time. See "The failure to effectively develop and invest in our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our C3 AI Software." included in Part I, Item 1A of this Annual Report on Form 10-K.
Restructuring Plan and Strategic Initiatives
On February 24, 2026, our Board of Directors approved a comprehensive restructuring plan (the "Plan") designed to fundamentally improve our operating efficiency and long-term financial position. This Plan is the foundation of five key strategic initiatives currently being executed by management:
Operational Right-Sizing: We are reducing our cash burn through reduction in our global workforce and in annualized non-employee costs. We expect to complete the implementation of the Plan by the second quarter of fiscal year 2027.
Organizational Flattening: We have restructured our sales organization to eliminate layers of management, realigning proven personnel directly under the Chief Executive Officer to increase accountability and speed in sales execution.
Product Prioritization: R&D resources are now concentrated on high-growth AI and automation solutions within asset performance, supply chain, and procurement, specifically for the energy, manufacturing, healthcare, and public sectors, including defense, intelligence and government services.
Transformation-Led Sales: We are pivoting our sales motion to prioritize large-scale enterprise-wide transformations, aiming to accelerate "proof of value" and drive growth in Bookings and RPO.
Engineering Velocity: We have reengineered our product design and delivery framework to increase development speed and enhance our competitive positioning.
During the quarter ended April 30, 2026, we incurred restructuring charges of $10.8 million in connection with the Plan.
Appointment of Chief Executive Officer
On May 12, 2026, we announced that our board of directors unanimously appointed Thomas M. Siebel as C3 AI's Chief Executive Officer and Chairman of the Board, effective May 8, 2026. Stephen Ehikian, who had been serving as C3 AI's Chief Executive Officer since September 2025, will serve as C3 AI's President effective as of May 8, 2026.
Technology Innovation
We intend to continue to invest in our research and development capabilities to extend our C3 AI Software, to expand within existing accounts, and to gain new customers. Our investments in research and development drive core technology innovation and bring new products to market. Our model-driven architecture and generative AI agents framework enables us and our customers to rapidly address new use cases by building new applications and extending and enhancing the features and functionality of current C3 AI Software. By investing to make it easier to develop applications on our C3 Agentic AI Platform, our customers have become active developers. With our support, our customers have developed and deployed almost two-thirds of the applications currently in production and running on the C3 Agentic AI Platform. Research and development spending has fueled enhancements to our existing C3 Agentic AI Platform.
We expect to maintain high levels of investment in product innovation as we continue to introduce new applications which address new industry use cases, and new features and functionality for the C3 AI Software. As our business scales over a longer-term horizon, we anticipate research and development spend as a percent of total revenue to decline.
Brand Awareness
We believe we are in the nascent stages of a large and expanding market for AI enabled digital transformation. We intend to focus our marketing investment on targeted brand awareness, market education, and thought leadership, particularly as it relates to agentic and generative AI. In connection with our restructuring, we have substantially reduced advertising and other discretionary marketing costs and have concentrated our remaining efforts to focus on cost-efficient, higher-return channels, principally digital programs, virtual and physical events, including our C3 Transform annual user conference and C3 AI Webinars, a series of events featuring C3 AI customers, partners, and experts in AI, machine learning, or ML, and data science.
We anticipate continuing to make investments in marketing over the next few years. Over the long term, we expect marketing spend to decline as a percent of total revenue as we make ongoing progress establishing C3 AI's brand and reputation and as our business scales.
Grow Our Go-to-Market and Partnership Ecosystem
In addition to the activities of our field sales organization, our success in attracting new customers will depend on our ability to expand our ecosystem of strategic partners and the number of industry verticals that they serve. Our strategic go-to-market alliances vastly extend our reach globally. Some of our most notable partners include Microsoft, Baker Hughes, AWS, and Google. Each strategic partner is a leader in its industry, with a substantial installed customer base and extensive marketing, sales, and services resources that we can leverage to engage and serve customers anywhere in the world. Using our C3 Agentic AI Platform as the development suite, we leverage our model-driven architecture to efficiently build new cross-industry and industry-specific applications based on identifying requirements across our customer base of industry leaders and through our industry partners. Our strategy with strategic partners is to establish a significant use case and prove the value of our C3 Agentic AI Platform, C3 AI Applications, and C3 Generative AI with a flagship customer in each industry in which we participate. We have done this with our strategic vertical industry partner in oil and gas, Baker Hughes, as well as with our iconic global customers, some of whom are deploying C3 AI technology to optimize thousands of critical assets globally across their upstream, midstream, and downstream operations. We establish formal sales and marketing plans with each partner, including specific sales goals and dedicated budgets, and we work closely with these partners to identify specific target accounts. We intend to grow the business we do with each partner and to add more partners as we expand the vertical markets we serve. We also offer revenue generating initial production deployments of our applications as part of our customer acquisition strategy.
Our global alliance agreement with Microsoft is focused on sales, marketing, and solution delivery across all geographies and all industries to accelerate the adoption of Enterprise AI. The agreement establishes us as a preferred AI application software provider on Microsoft Azure. The collaboration includes joint sales, joint go-to-market strategies, and availability of all C3 Enterprise AI solutions through Azure sales channels, including the Microsoft Commercial Cloud, technical integration, and aligned product development. We continue to invest aggressively to support this distribution channel.
We also maintain a strategic alliance with McKinsey & Company, a global management consulting firm, to help clients and prospects across industries and geographies accelerate Enterprise AI transformations at scale. The alliance combines the deep technical expertise of McKinsey's AI practice, QuantumBlack, and its track record of deploying and scaling AI solutions across industries with our cutting-edge Enterprise AI software applications to help clients unlock the power of Enterprise AI and agentic AI to realize significant operational improvements and unlock new growth opportunities.
International Expansion
The international market opportunity for Enterprise AI software is large and growing, and we believe there is a significant opportunity to continue to grow our international customer base. We believe that the demand for our C3 AI Software will continue growing as international awareness of the benefits of digital transformation and Enterprise AI software grows. We plan to continue to make selective investments to expand geographically by investing in our direct sales teams in international markets and supplementing the direct sales effort with strategic partners to significantly expand our reach and market coverage. We derived approximately 11%, 14% and 14% of our total revenue for the fiscal years ended April 30, 2026, 2025 and 2024, respectively, from international customers.
Impact of Macroeconomic Conditions
Our business and financial condition have been, and may continue to be, impacted by adverse macroeconomic conditions and uncertainties, including U.S. federal government shutdowns, labor shortages, supply chain disruptions, inflation, higher interest rates, and fluctuations or volatility in capital markets, which are causing customers to optimize consumption, rationalize budgets, and prioritize cash flow management.
Our business and financial results may be adversely affected by other macroeconomic conditions, including geopolitical instability, potential future U.S. federal government shutdowns, delays in budget approvals, or increased tariffs or global trade tensions. These and other market risks could have unforeseen and negative impacts on our operations and performance.
We will continue to evaluate the nature and extent of the impact of general macroeconomic conditions on our business. For further discussion, see the section titled "Risk Factors" included in Part I, Item 1A of this Annual Report on Form 10-K.
Components of Results of Operations
Revenue
Subscription Revenue. Our subscription revenue is primarily comprised of software licenses, software-as-a-service offerings, stand-ready COE support services, initial production deployments of our C3 AI Applications or Generative AI, and hosting charges. Sales of our software licenses grant our customers the right to use our software, either on their own cloud instances or their internal hardware infrastructures, during the contractual term. We also offer a premium stand ready service through our COE. Sales of our software-as-a-service offerings include a right to use our software during the contract term. In addition, customers pay a usage-based runtime fee for our C3 AI Software for specified levels of guaranteed minimum consumption. Our subscriptions also include our maintenance and support services, which include critical and continuous updates to the software that are integral to maintaining the intended utility of the software over the contractual term. For a significant majority of our offerings, our software subscriptions and maintenance and support services are highly interdependent and interrelated and represent a single distinct performance obligation within the context of the contract. We also sell software licenses that do not require maintenance and support services. We currently have a small number of customers that license our offerings under a perpetual license model, and we expect that may continue for the foreseeable future for certain customers due to their specific contracting requirements.
Professional Services Revenue. Our professional services revenue primarily includes consulting, training, paid implementation services and prioritized engineering services. We offer a complete range of professional service support both onsite and remotely, including training, application design, project management, system design, data modeling, data integration, development support, data science, and application and C3 AI Software administration support. Professional services fees are based on the level of effort required to perform the specified tasks and are typically a fixed-fee engagement with defined deliverables and a duration of less than 12 months. In certain cases, customers seeking increased utility from their C3 Agentic AI Platform or C3 AI Application subscriptions can procure prioritized engineering services to develop and modify software features, which are typically part of our product roadmap, but on an accelerated basis.
Cost of Revenue
Cost of Subscription Revenue. Cost of subscription revenue consists primarily of costs related to compensation, including salaries, bonuses, benefits, stock-based compensation and other related expenses for the production environment, support and COE staff, third-party system integration partners, hosting of our C3 AI Software, including payments to outside cloud service providers, and allocated overhead and depreciation for facilities.
Cost of Professional Services Revenue. Cost of professional services revenue consists primarily of compensation, including salaries, bonuses, benefits, stock-based compensation and other related costs associated with our professional service personnel, prioritized engineering personnel, third-party system integration partners, and allocated overhead and depreciation for facilities.
Gross Profit and Gross Margin
Gross profit is total revenue less total cost of revenue. Gross margin is gross profit expressed as a percentage of total revenue. Our gross margin has fluctuated historically and may continue to fluctuate from period to period based on a number of factors, including the timing and mix of the product offerings we sell, size or nature of customer, size of contract, industry, and the geographies into which we sell, in any given period. Our subscription gross margin may experience variability over time as we continue to invest and continue to scale our business. Our professional services gross margin may also experience variability from period to period due to the use of our own resources and third-party system integration partners in connection with the performance of our fixed price agreements.
Operating Expenses
Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Following the restructuring plan described above, we expect our fiscal 2027 total operating expenses to decline as compared to total operating expenses for fiscal year 2026. Over the longer term, we may invest selectively in areas we believe will drive durable growth, which may cause operating expenses to increase.
Sales and Marketing. Sales and marketing expenses consist of expenditures related to advertising, media, marketing, promotional events, brand awareness activities, business development, customer success and corporate partnerships. Sales and marketing expenses also include employee-related costs, including salaries, bonuses, benefits, stock-based compensation, and commissions for our employees engaged in sales and marketing activities, and allocated overhead and depreciation for facilities.
Research and Development. Our research and development efforts are aimed at continuing to develop and refine our solutions, including adding new features and modules, increasing functionality and speed, and enhancing the usability of C3 AI Software. Research and development expenses consist primarily of employee-related costs, including salaries, bonuses, benefits, and stock-based compensation for our employees associated with research and development related activities. Research and development expenses also include cloud infrastructure costs related to our research and development efforts, third-party system integration partners and allocated overhead and depreciation for facilities. Research and development costs are expensed as incurred.
General and Administrative. General and administrative expenses consists primarily of employee-related costs, including salaries, bonuses, benefits, stock-based compensation and other related costs associated with administrative services such as executive management and administration, legal, human resources, accounting, and finance. General and administrative expense also includes facilities costs, such as depreciation and rent expense, professional fees, and other general corporate costs, including allocated overhead and depreciation for facilities.
We have incurred, and expect to continue to incur expenses as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as expenses for general and director and officer insurance, investor relations, and professional services.
Interest Income
Interest income consists primarily of interest income earned on our cash, cash equivalents, and available-for-sale marketable securities. It also includes amortization of premiums and accretion of discount related to our available-for-sale marketable securities. Interest income varies each reporting period based on our average balance of cash, cash equivalents, and available-for-sale marketable securities during the fiscal year and market interest rates.
Other Income (Expense), Net
Other income (expense), net consists primarily of foreign currency exchange gains and losses, losses from impairment of marketable securities, and realized gains and losses on sales of available-for-sale marketable securities. Our foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.
Restructuring Charges
During the fiscal year ended April 30, 2026, we incurred restructuring charges in connection with the restructuring plan approved by our Board of Directors on February 24, 2026. Restructuring expenses consist of severance, employee-related termination benefits, stock-based compensation expense and write-off of property and equipment.
Provision for Income Taxes
Our income tax provision consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. We maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is not more likely than not that the deferred tax assets will be realized.
Results of Operations
The following tables set forth our consolidated statements of operations for the periods presented:
Fiscal Year Ended April 30,
2026 2025 2024
(in thousands)
Revenue
Subscription $ 227,090 $ 327,630 $ 278,104
Professional services 23,178 61,426 32,478
Total revenue
250,268 389,056 310,582
Cost of revenue
Subscription(1)
166,291 143,841 128,469
Professional services(1)
6,595 9,352 3,553
Total cost of revenue
172,886 153,193 132,022
Gross profit 77,382 235,863 178,560
Operating expenses
Sales and marketing(1)
237,369 239,659 214,167
Research and development(1)
229,087 226,391 201,365
General and administrative(1)
98,596 94,237 81,370
Restructuring(1)
10,828 - -
Total operating expenses 575,880 560,287 496,902
Loss from operations
(498,498) (324,424) (318,342)
Interest income 28,447 36,189 40,079
Other income (expense), net 504 509 (641)
Loss before provision for income taxes
(469,547) (287,726) (278,904)
Provision for income taxes 822 976 792
Net loss
$ (470,369) $ (288,702) $ (279,696)
__________________
(1)Includes stock-based compensation expense as follows:
Fiscal Year Ended April 30,
2026 2025 2024
(in thousands)
Cost of subscription $ 35,616 $ 30,480 $ 34,032
Cost of professional services 1,897 3,180 1,288
Sales and marketing 95,531 83,960 71,751
Research and development 79,221 71,629 72,036
General and administrative 51,450 41,739 36,654
Restructuring 4,817 - -
Total stock-based compensation expense $ 268,532 $ 230,988 $ 215,761
The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:
Fiscal Year Ended April 30,
2026 2025 2024
Revenue
Subscription 91 % 84 % 90 %
Professional services 9 16 10
Total revenue
100 100 100
Cost of revenue
Subscription 66 37 41
Professional services 3 2 1
Total cost of revenue
69 39 43
Gross profit 31 61 57
Operating expenses
Sales and marketing 95 62 69
Research and development 92 58 65
General and administrative
39 24 26
Restructuring 4 - -
Total operating expenses 230 144 160
Loss from operations
(199) (83) (102)
Interest income 11 9 13
Other income (expense), net
- - -
Loss before provision for income taxes
(188) (74) (90)
Provision for income taxes - - -
Net loss
(188) % (74) % (90) %
Comparison of the Fiscal Years Ended April 30, 2026 and 2025
Revenue
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Revenue
Subscription $ 227,090 $ 327,630 $ (100,540) (31) %
Professional services 23,178 61,426 (38,248) (62) %
Total revenue
$ 250,268 $ 389,056 $ (138,788) (36) %
Subscription revenue accounted for 91% and 84% of our total revenue for the fiscal years ended April 30, 2026 and 2025, respectively. Subscription revenue decreased by $100.5 million, or 31%, for the fiscal year ended April 30, 2026, compared to the prior fiscal year. Approximately 24% and 16%, respectively, of the total subscription revenue for the fiscal year ended April 30, 2026 and 2025, respectively, was attributable to revenue from new customers, and the remaining 76% and 84%, respectively, was attributable to revenue from existing customers. Existing customers are those from whom revenue was recognized during the fiscal year ended April 30, 2025.
Professional services revenue decreased by $38.2 million, or 62%, for the fiscal year ended April 30, 2026, compared to the prior fiscal year, predominantly due to a decrease in prioritized engineering services of $25.0 million and a decrease in other professional services of $13.3 million.
Cost of Revenue
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Cost of revenue
Subscription $ 166,291 $ 143,841 $ 22,450 16 %
Professional services 6,595 9,352 (2,757) (29) %
Total cost of revenue
$ 172,886 $ 153,193 $ 19,693 13 %
The increase in cost of subscription revenue for the fiscal year ended April 30, 2026 compared to the prior fiscal year was primarily due to higher payroll and contractor costs of $22.0 million, higher overhead costs of $1.1 million, higher depreciation costs of $0.7 million, partially offset by lower data center costs of $2.4 million.
The decrease in cost of professional services revenue for the fiscal year ended April 30, 2026 compared to the prior fiscal year was primarily due to lower personnel related costs of $2.5 million.
Gross Profit and Gross Margin
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Gross profit $ 77,382 $ 235,863 $ (158,481) (67) %
Gross margin
Subscription 27 % 56 %
Professional services 72 % 85 %
Total gross margin 31 % 61 %
The decrease in total gross margin in the fiscal year ended April 30, 2026 was primarily driven by a decline in both subscription margin and professional services margin.
The subscription margin for the fiscal year ended April 30, 2026 decreased primarily due to the decline in subscription revenue and higher payroll and contractor costs compared to the prior fiscal year.
The professional services margin for the fiscal year ended April 30, 2026 decreased primarily due to decline in prioritized engineering service projects compared to the prior fiscal year.
Operating Expenses
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Operating expenses
Sales and marketing $ 237,369 $ 239,659 $ (2,290) (1) %
Research and development 229,087 226,391 2,696 1 %
General and administrative 98,596 94,237 4,359 5 %
Restructuring 10,828 - 10,828 100 %
Total operating expenses $ 575,880 $ 560,287 $ 15,593 3 %
Sales and Marketing. The decrease in sales and marketing expense for the fiscal year ended April 30, 2026 compared to the prior fiscal year was primarily due to lower advertising costs of $12.9 million, lower marketing costs of $6.9 million, partially offset by higher payroll costs of $17.9 million as a result of increased stock-based compensation primarily related to additional equity awards granted to current and new employees.
Research and Development. The increase in research and development expense for the fiscal year ended April 30, 2026 compared to the prior fiscal year was primarily due to higher payroll and contractor costs of $7.7 million, partially offset by lower data center costs of $6.4 million.
General and Administrative. The increase in general and administrative expense for the fiscal year ended April 30, 2026 compared to the prior fiscal year was primarily due to higher payroll and stock-based compensation costs of $11.3 million, partially offset by lower other general and administrative expenses of $3.8 million, and lower professional services costs of $3.2 million.
Restructuring. During the fiscal year ended April 30, 2026, we incurred restructuring expense of $10.8 million in connection with a reduction in headcount plan as part of the restructuring plan approved by our Board of Directors on February 24, 2026. These charges consisted of severance, employee-related termination benefits, stock-based compensation expense and write-off of property and equipment to improve our cost structure prospectively. For additional information regarding our restructuring plan, see Note 13. Restructuring to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Interest Income
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Interest income $ 28,447 $ 36,189 $ (7,742) (21) %
The decrease in interest income for the fiscal year ended April 30, 2026 was primarily due to lower prevailing interest rates and lower average balances in our marketable securities portfolio compared to the prior fiscal year.
Other Income (Expense), Net
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Other income, net $ 504 $ 509 $ (5) (1) %
The decrease in other income, net for the fiscal year ended April 30, 2026 compared to the prior fiscal year was primarily due to lower foreign currency gains on the remeasurement of Euro-denominated cash and accounts receivable balances in the current fiscal year.
Provision for Income Taxes
Fiscal Year Ended April 30,
$ Change
% Change
2026
2025
(in thousands)
Provision for income taxes $ 822 $ 976 $ (154) (16) %
The decrease in provision for income taxes was primarily related to foreign and state tax expense.
Non-GAAP Financial Measure
In addition to our financial results determined in accordance with generally accepted accounting principles in the United States, or GAAP, we believe free cash flow, a non-GAAP financial measure, is useful in evaluating liquidity and provides information to management and investors about our ability to fund future operating needs and strategic initiatives. We calculate free cash flow as net cash used in operating activities less purchases of property and equipment. Free cash flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash used in operating activities. This non-GAAP financial measure may be different than similarly titled measures used by other companies. Additionally, the utility of free cash flow is further limited as it does not represent the total increase or decrease in our cash balances for a given period. The following table below provides a reconciliation of free cash flow to the GAAP measure of net cash used in operating activities for the periods presented:
Fiscal Year Ended April 30,
2026 2025
(in thousands)
Net cash used in operating activities $ (190,228) $ (41,407)
Less:
Purchases of property and equipment (1,908) (3,039)
Free cash flow $ (192,136) $ (44,446)
Net cash provided by investing activities $ 75,084 $ 16,396
Net cash provided by financing activities $ 16,983 $ 22,223
Liquidity and Capital Resources
Since inception, we have financed operations primarily through sales generated from our customers and sales of equity securities. As of April 30, 2026 and 2025, we had $66.2 million and $164.4 million of cash and cash equivalents and $509.3 million and $578.3 million of marketable securities, respectively, which are available for use in current operations. Our marketable securities generally consist of high-grade U.S. treasury securities, certificates of deposit, U.S. government agency securities, commercial paper and corporate debt securities. We have generated operating losses from our operations as reflected in our accumulated deficit of $1.8 billion as of April 30, 2026. We expect to continue to incur operating losses and generate negative cash flows from operations in the next few quarters due to the investments we intend to make in our business, and as a result we may require additional capital to execute on our strategic initiatives to grow the business.
During the fiscal year ended April 30, 2026, we incurred total restructuring expense of $10.8 million comprising $5.2 million in cash-based severance and related employee termination costs, which were fully paid during the period, and $5.6 million in non-cash charges consisting of stock-based compensation and write-off of property and equipment.
We believe that existing cash and cash equivalents and marketable securities alone will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We also believe we will meet expected future cash requirements and obligations through a combination of cash flows from operating activities and available cash balances. Our principal uses of cash in recent periods have been funding our operations and investing in capital expenditures. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, expenses associated with our international expansion, the introduction of C3 AI Software enhancements, and the continuing market adoption of our C3 AI Software. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.
The following table summarizes our cash flows for the periods presented:
Fiscal Year Ended April 30,
2026 2025
(in thousands)
Net Cash used in operating activities
$ (190,228) $ (41,407)
Net Cash provided by investing activities $ 75,084 $ 16,396
Net Cash provided by financing activities
$ 16,983 $ 22,223
Net decrease in cash, cash equivalents, and restricted cash
$ (98,161) $ (2,788)
Operating Activities. Our largest source of operating cash is cash collections from our customers for subscription and professional services. Our primary uses of cash from operating activities are for payroll and contractors costs, third-party cloud hosting costs, sales and marketing costs, and other operational costs.
During the fiscal year ended April 30, 2026, cash used in operating activities was $190.2 million, an increase of $148.8 million compared to last year. The increase was primarily attributable to an increase in cash paid for payroll and related costs, restructuring costs, and to vendors, partially offset by cash received from customers.
Investing Activities. Net cash provided by investing activities of $75.1 million for the fiscal year ended April 30, 2026 was primarily attributable to maturities and sales of marketable securities of $617.6 million, offset by purchases of marketable securities of $540.6 million and capital expenditures of $1.9 million mainly related to the leasehold improvements associated with leased space.
Net cash provided by investing activities of $16.4 million for the fiscal year ended April 30, 2025 was primarily attributable to maturities and sales of marketable securities of $666.5 million, partially offset by purchases of marketable securities of $647.0 million and capital expenditures of $3.0 million mainly related to the leasehold improvements associated with leased space.
Financing Activities. Net cash provided by financing activities of $17.0 million for the fiscal year ended April 30, 2026 was due to $9.3 million of proceeds from the issuance of Class A common stock under the Employee Stock Purchase Plan, or ESPP and $7.7 million of proceeds from the exercise of stock options for Class A common stock.
Net cash provided by financing activities of $22.2 million for the fiscal year ended April 30, 2025 was due to $20.4 million of proceeds from the exercise of stock options for Class A common stock and $10.9 million of proceeds from the issuance of Class A common stock under the ESPP, offset by $9.1 million of taxes paid related to net share settlement of equity awards.
Contractual Obligations and Commitments
Our contractual obligations and commitments primarily consist of operating lease commitments for our facilities and non-cancellable purchase commitments related to third-party cloud hosting and professional services.
For additional information, refer to Note 6. Leases and Note 7. Commitments and Contingencies to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K are prepared in accordance with GAAP. The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.
We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See Note 1. Summary of Business and Significant Accounting Policies to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K for a description of our other significant accounting policies. The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.
Revenue Recognition
Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
We determine revenue recognition through the following steps:
identification of the contract, or contracts, with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when, or as, we satisfy a performance obligation.
Subscription Revenue. Our subscription revenue is primarily comprised of software licenses, software-as-a-service offerings, stand-ready COE support services, initial production deployments of our C3 AI Applications or Generative AI, and consumption-based pricing. Sale of our software licenses grant customers the right to use our functional intellectual property, either on their own cloud instance or internal hardware infrastructure, over the contractual term. As part of our customer acquisition strategy, we also sell premium stand-ready COE support services, hosting services, initial production deployments of our applications, and software licenses that are demonstration versions of C3 AI Applications configured for a customer that do not require maintenance and support services. Sales of our software-as-a-service offerings include the right to use our software in a hosted environment over the contractual term. Substantially all of our subscriptions offerings include our software and our maintenance and support services. Our maintenance and support services include critical and continuous updates to the software that are integral to maintaining the intended utility of the software over the contractual term. Our software subscriptions and maintenance and support services are highly interdependent and interrelated and represent a single distinct performance obligation within the context of the contract. Revenue from software licenses that do not require maintenance and support services is recognized when the control of the software is transferred to the customer.
We generate additional runtime subscription fees for the use of our C3 Agentic AI Platform, a type of consumption billing based on computing and storage resources required to run our software. Customers may purchase blocks of runtime in advance. We typically recognize the consumption or usage-based revenue in excess of committed purchased runtime upon occurrence.
Professional Services Revenue. Professional services revenue primarily consists of consulting, training, paid implementation services and prioritized engineering services. These services are distinct from our subscription revenue.
Professional services fees are based on the level of effort required to perform such tasks and are typically a fixed-fee engagement with a duration of less than 12 months. Prioritized engineering services are undertaken at the request of customers to accelerate the development of software features in C3 AI Software products. These features are typically part of the Company's product roadmap, but the customer contracts with the Company to obtain such features on a time-accelerated basis. The Company generally recognizes revenue from professional services over time as the performance obligations are satisfied.
Contracts with Multiple Performance Obligations. Most of our contracts with customers contain multiple performance obligations. Our subscriptions are sold for a broad range of amounts and a representative standalone selling price, or SSP, is not always discernible from past transactions or other observable evidence. When appropriate, we determine SSP based on the price at which the performance obligation has previously been sold through past standalone transactions. When the SSP of a license or subscription and bundled maintenance and support services is highly variable and the contract also includes additional performance obligations with observable SSP, we first allocate the transaction price to the performance obligations with established SSPs and then apply the residual approach to allocate the remaining transaction price to the license or subscription and bundled maintenance and support services. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
Areas of Judgment and Estimates. Determining whether the software subscriptions and the related support are considered distinct performance obligations that should be accounted for separately or as a single performance obligation requires significant judgment. Management applies judgment in identifying and evaluating terms and conditions in customer contracts that may impact evaluation of performance obligations and revenue recognition.
Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment. If there is no observable SSP, it is estimated using judgment and considering all reasonably available information including but not limited to, pricing practices in customer contracts with multiple goods and services, competitor pricing strategies, internally approved pricing guidelines, and other observable inputs. If applying the residual approach results in zero or very little consideration being allocated to a performance obligation, we consider all reasonably available data to determine an appropriate allocation of the transaction price.
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