C3.ai Inc.

10/02/2026 | Press release | Distributed by Public on 10/02/2026 16:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
SIEBEL THOMAS M
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [AI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman of the Board
(Last) (First) (Middle)
C/O C3.AI, INC., 1400 SEAPORT BLVD
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026
(Street)
REDWOOD CITY, CA 94603
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/30/2026 G 239 A $ 0 45,822(1) I See Footnote(2)
Class A Common Stock 09/30/2026 G 239 A $ 0 59,326(1) I See Footnote(3)
Class A Common Stock 09/30/2026 G 239 A $ 0 39,639(1) I See Footnote(4)
Class A Common Stock 09/30/2026 G 239 A $ 0 2,552(1) I See Footnote(5)
Class A Common Stock 722,362 D
Class A Common Stock 7,105,832(1) I See Footnote(6)
Class A Common Stock 13,066(1) I See Footnote(7)
Class A Common Stock 37,327(1) I See Footnote(8)
Class A Common Stock 54,616(1) I See Footnote(9)
Class A Common Stock 1,237,115(10) I See Footnote(11)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (12) 09/30/2026 G 106,793 (12) (12) Class A Common Stock 106,793 $ 0 106,793 I See Footnote(2)
Class B Common Stock (12) 09/30/2026 G 106,793 (12) (12) Class A Common Stock 106,793 $ 0 106,793 I See Footnote(3)
Class B Common Stock (12) 09/30/2026 G 106,793 (12) (12) Class A Common Stock 106,793 $ 0 106,793 I See Footnote(4)
Class B Common Stock (12) 09/30/2026 G 106,793 (12) (12) Class A Common Stock 106,793 $ 0 106,793 I See Footnote(5)
Class B Common Stock (12) (12) (12) Class A Common Stock 2,072,820 2,072,820 I See Footnote(6)
Class B Common Stock (12) (12) (12) Class A Common Stock 500,000 500,000 I See Footnote(7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIEBEL THOMAS M
C/O C3.AI, INC.
1400 SEAPORT BLVD
REDWOOD CITY, CA 94603
X X CEO and Chairman of the Board

Signatures

/s/ Tom MacMitchell, Attorney-in-Fact 10/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes shares of Class A Common Stock received in pro-rata distributions of all 170,294 and 72,695 shares of Class A Common Stock held by Siebel Asset Management L.P. and Siebel Asset Management III, L.P., respectively, to their partners in transactions that constituted a change in beneficial ownership exempt under Rule 16a-13.
(2) The shares are held by RS DE Investments LLC, of which the Reporting Person is the manager.
(3) The shares are held by CS DE Investments LLC, of which the Reporting Person is the manager.
(4) The shares are held by TS DE Investments LLC, of which the Reporting Person is the manager.
(5) The shares are held by HS DE Investments LLC, of which the Reporting Person is the manager.
(6) The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
(7) The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is trustee.
(8) The shares are held by HS ET DE Investments LLC, of which the Reporting Person is the manager.
(9) The shares are held by Siebel Legacy Investments I LLC, of which the Reporting Person is the manager.
(10) Represents shares of Class A Common Stock transferred from The Siebel 2011 Irrevocable Children's Trust in a transaction that constituted a change in beneficial ownership exempt under Rule 16a-13.
(11) The shares are held by Siebel Legacy Investments II LLC, of which the Reporting Person is the manager.
(12) Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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