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C3.ai, Inc.·4

Feb 3, 9:26 PM ET

SIEBEL THOMAS M 4

4 · C3.ai, Inc. · Filed Feb 3, 2026

Research Summary

AI-generated summary of this filing

Updated

C3.ai (AI) 10% Owner Thomas Siebel Sells Shares

What Happened
Thomas M. Siebel, reported as a 10% owner of C3.ai (AI), had Restricted Stock Units (RSUs) settle and then sold shares in early February 2026. On Feb 1, 2026, 53,125 RSUs converted to shares upon settlement. The issuer automatically withheld and sold shares to satisfy tax withholding. On Feb 2, 2026 Siebel disposed of 27,605 shares in an open-market sale at a weighted-average price of $10.81, generating $298,410. On Feb 3, 2026 Siebel reported gifts/transfers of 25,520 shares (disposed and acquired), consistent with transfers among trusts/entities.

Key Details

  • Transaction dates: Feb 1–3, 2026. Form filed Feb 3, 2026 (timely).
  • Exercise/settlement: 53,125 RSUs vested/converted to common stock on Feb 1, 2026 (F1, F9).
  • Open-market sale: 27,605 shares sold on Feb 2, 2026 at a weighted-average $10.81; total proceeds $298,410. Price range for the sale: $10.64–$11.02 (F3).
  • Withholding/tax sale: Issuer automatically withheld and sold shares to cover tax withholding on the RSU vesting (F2).
  • Gifts/transfers: 25,520 shares reported as a gift disposal on Feb 3 and also reported as acquired on Feb 3—indicative of transfers among Siebel-controlled entities/trusts (F4–F8).
  • Beneficial ownership after transactions: Not specified in the provided filing.
  • Filing timeliness: No late filing flag; report filed within the standard Form 4 window.

Context

  • These transactions primarily reflect RSU vesting, tax withholding via share-sale, an open-market sale of a portion of the vested shares, and internal transfers/gifts among Siebel-controlled entities. Gifts and inter-entity transfers do not necessarily indicate market sentiment.
  • As a 10% owner with holdings held through trusts and asset-management entities (see F4–F8), Siebel’s reported moves are organizational and tax/estate related as much as personal trading.
  • For derivative/RSU activity: RSUs convert to common shares on settlement (F1); the automatic withholding and sale is a common way to cover taxes rather than a separate voluntary sale.

Insider Transaction Report

Form 4
Period: 2026-02-01
C3.ai, Inc.AI
SIEBEL THOMAS M
DirectorExecutive Chairman10% Owner
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-02-01+53,125→ 775,487 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-02-02$10.81/sh−27,605$298,410→ 747,882 total
  • Gift

    Class A Common Stock

    2026-02-03−25,520→ 722,362 total
  • Gift

    Class A Common Stock

    [F4]
    2026-02-03+25,520→ 657,776 total(indirect: See Footnote)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F9]
    2026-02-01−53,125→ 53,125 total
    → Class A Common Stock (53,125 underlying)
Holdings

  • Class A Common Stock

    [F5]
    (indirect: See Footnote)
    9,216

  • Class A Common Stock

    [F6]
    (indirect: See Footnote)
    170,294

  • Class A Common Stock

    [F7]
    (indirect: See Footnote)
    72,695

  • Class A Common Stock

    [F8]
    (indirect: See Footnote)
    1,237,115
Footnotes (9)
  • [F1]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  • [F2]Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein.
  • [F3]The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.64 to $11.02, inclusive. 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.
  • [F4]The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
  • [F5]The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
  • [F6]The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
  • [F7]The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
  • [F8]The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
  • [F9]6.25% of the RSU award vested on August 1, 2022 and 6.25% of the RSU award shall vest on a quarterly basis thereafter, so long as the Reporting Person continues to provide services through such vesting date.
Signature
/s/ Sasha Pesic, Attorney-in-Fact|2026-02-03

Documents

2 files