UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~July 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-39744

C3.ai, Inc.

(Exact name of registrant as specified in its charter)

Delaware

26-3999357

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1400 Seaport Blvd

Redwood City,

94063

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code: (650) 503-2200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	AI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~February~~August 2028, 2025, the registrant had outstanding ~~129~~134,~~238~~349,~~730~~704 shares of Class A common stock and 3,499,992 shares of Class B common stock.

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TABLE OF CONTENTS

		Page
Special Note Regarding Forward-looking Statements		3
Selected Risks Affecting Our Business		5
Part I. Financial Information		7
Item 1.	Financial Statements (Unaudited)	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Comprehensive Loss	9
	Condensed Consolidated Statements of Stockholders’ Equity	10
	Condensed Consolidated Statements of Cash Flows	1211
	Notes to Condensed Consolidated Financial Statements	1312
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2826
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4742
Item 4.	Controls and Procedures	4843
Part II. Other Information		4944
Item 1.	Legal Proceedings	4944
Item 1A.	Risk Factors	4944
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8783
Item 3.	Defaults Upon Senior Securities	8783
Item 4.	Mine Safety Disclosures	8783
Item 5.	Other Information	8783
Item 6.	Exhibits	8884
Signatures		8985

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, plans and objectives of management for future operations, and the benefits and timing of the rollout of new technology, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our revenue, expenses, and other operating results, including statements relating to the portion of our remaining performance obligations that we expect to be recognized as revenue in future periods;

•our ability to acquire new customers and successfully retain existing customers;

•our ability to increase usage of our C3 AI Software, which includes our C3 Agentic AI Platform, C3 AI Applications and C3 Generative AI;

•our ability to achieve or sustain profitability;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•the costs and success of our sales and marketing efforts, and our ability to promote our brand;

•our growth strategies for our C3 AI Software;

•our expectations regarding our C3 AI Software;

•the estimated addressable market opportunity for our C3 AI Software;

•the expected timing of our product releases;

•our expectations regarding our pricing model;

•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•our ability to effectively manage our growth, including any international expansion;

•our ability to protect our intellectual property rights and any costs associated therewith;

•the effects of macroeconomic uncertainties;

•our ability to compete effectively with existing competitors and new market entrants; and

•the growth rates of the markets in which we compete.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” contained in Part II, Item 1A of this Quarterly Report on Form 10-Q and those elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Where You Can Find More Information

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (https://ir.c3.ai), our filings with the Securities and Exchange Commission, or SEC, our website, webcasts, press releases, and conference calls. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.

We may also use our X (formerly Twitter) (@C3_AI), and LinkedIn (@C3-AI-Enterprise-AI) accounts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts, in addition to following our SEC filings, our website, webcasts, press releases, and conference calls. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. These channels may be updated from time to time on our investor relations website.

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SELECTED RISKS AFFECTING OUR BUSINESS

Investing in our Class A common stock involves numerous risks, including the risks described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. Below is a summary of some of the risks and uncertainties as of the date of the filing of this Quarterly Report on Form 10-Q, any one of which could materially adversely affect our business, financial condition, operating results, and prospects. You should read this summary together with the more detailed description of each risk factor contained below.

Risks Related to Our Business and Our Industry

•We have a history of losses, we anticipate our operating expenses will continue to increase in the future, and we may not be able to achieve or maintain profitability in the future.

•Historically, a limited number of customers have accounted for a substantial portion of our revenue. If existing customers do not renew their contracts with us, or if our relationships with our largest customers are impaired or terminated, our revenue and remaining performance obligations could decline, and our results of operations would be adversely impacted.

•Our business depends on our ability to attract new customers and on our existing customers purchasing additional subscriptions from us and renewing their existing subscriptions.

•We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

•Our sales cycles can be long and unpredictable, particularly with respect to large subscriptions, and our sales efforts require considerable time and expense.

•If the market for our C3 AI Software fails to grow as we expect, or if businesses fail to adopt our C3 AI Software, our business, operating results, and financial condition could be adversely affected.

•If we fail to respond to rapid technological changes, extend our C3 AI Software, or develop new features and functionality, our ability to remain competitive could be impaired.

•IfThe wetransition ~~were to lose the services~~ of our ~~Chief~~CEO ~~Executive~~and ~~Officer,~~our orability ~~CEO,~~to orretain ~~other~~key members of our senior management ~~team, we~~ may ~~not~~impact bethe ~~able~~successful toexecution ~~execute~~of our business strategy.

•Macroeconomic uncertainties have had, and could continue to have, an adverse impact on our business, our operations, and the markets and communities in which we, our partners, and users operate.

•We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations and rules, contractual obligations, industry standards, policies, self-regulatory schemes, standards and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead, ~~and have in the past led,~~ to regulatory investigations or actions;, litigation (including class claims) and mass arbitration demands, as well as potential fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

•If our information technology systems or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, but not limited to, regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.

•Issues raised by the use of artificial intelligence, or AI, including machine learning, or ML, in our C3 Agentic AI Platform may result in reputational harm or liability or otherwise adversely affect our business, financial condition and results of operations.

•Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could adversely affect our financial results or financial condition.

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Risks Related to Our International Operations

•We are continuing to expand our operations outside the United States, where we may be subject to increased business and economic risks that could harm our business.

•We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.

Risks Related to Taxes

•We may have exposure to greater than anticipated tax liabilities, which could harm our business.

Risks Related to Our Intellectual Property

•We are currently, and may be in the future, party to intellectual property rights claims and other litigation matters, which, if resolved adversely, could harm our business.

•Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

•Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets.

•Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our C3 AI Software and subject us to possible litigation.

Risks Related to Ownership of Our Class A Common Stock

•The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment.

•The dual class structure of our common stock has the effect of concentrating voting control with the holders of our Class B common stock, limiting your ability to influence corporate matters.

•Provisions in our constituent documents and Delaware law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be lower as a result.

General Risks

•If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

•We may be involved in legal proceedings that have a negative impact on our business.

•Our business could be disrupted by catastrophic events.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

C3.AI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

(Unaudited)

	January 31, 2025		April 30, 2024
	July 31, 2025		April 30, 2025
Assets
Current assets
Cash and cash equivalents	$	~~125~~80,~~094~~941	$	~~167~~164,~~146~~358
Marketable securities	~~599~~630,~~233~~957		~~583~~578,~~221~~330
Accounts receivable, net of allowance of $642 and $359 as of January 31, 2025 and April 30, 2024, respectively	180,357		130,064
Accounts receivable, net of allowance of $877 and $877 as of July 31, 2025 and April 30, 2025, respectively	113,925		137,226
Prepaid expenses and other current assets	2625,~~219~~290		2324,~~963~~338
Total current assets	~~930~~851,~~903~~113		904,~~394~~252
Property and equipment, net	8176,~~910~~600		8879,~~631~~298
Goodwill	625		625
Other assets, non-current	4140,~~703~~401		4441,~~575~~707
Total assets	$	1968,~~055,141~~739	$	1,~~038~~025,~~225~~882
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	2812,~~737~~084	$	1115,~~316~~160
Accrued compensation and employee benefits	4845,~~727~~396		4453,~~263~~868
Deferred revenue, current	3228,~~955~~948		3736,~~230~~561
Accrued and other current liabilities	2724,~~628~~863		926,~~526~~295
Total current liabilities	~~138~~111,~~047~~291		~~102~~131,~~335~~884
Deferred revenue, non-current	—985		~~1,732~~—
Other long-term liabilities	5657,~~917~~639		6055,~~805~~695
Total liabilities	~~194~~169,~~964~~915		~~164~~187,~~872~~579
Commitments and contingencies (note 6)
Stockholders’ equity
Class A common stock	~~129~~133		~~120~~130
Class B common stock	3		3
Additional paid-in capital	2,~~158~~294,~~686~~166		12,~~963~~216,~~726~~284
Accumulated other comprehensive income (loss)	292		(563)
Accumulated other comprehensive (loss) income	(74)		521
Accumulated deficit	(1,~~298~~495,~~933~~404)		(1,~~089~~378,~~933~~635)
Total stockholders’ equity	~~860~~798,~~177~~824		~~873~~838,~~353~~303
Total liabilities and stockholders’ equity	$	1968,~~055,141~~739	$	1,~~038~~025,~~225~~882

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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C3.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

Revenue

Subscription(1)

85,679

70,400

240,297

198,201

Subscription

60,301

73,456

Professional services(2)

13,103

8,001

40,036

25,791

Professional services

9,960

13,757

Total revenue

9870,~~782~~261

7887,~~401~~213

~~280,333~~

~~223,992~~

Cost of revenue

Subscription

3741,~~799~~481

3233,~~273~~292

~~106,129~~

~~93,644~~

Professional services

2,~~636~~336

~~841~~1,755

~~5,851~~

~~3,399~~

Total cost of revenue

4043,~~435~~817

3335,~~114~~047

~~111,980~~

~~97,043~~

Gross profit

5826,~~347~~444

4552,~~287~~166

~~168,353~~

~~126,949~~

Operating expenses

Sales and marketing(3)

61,201

57,140

168,969

150,920

Sales and marketing

62,513

52,125

Research and development

5964,~~356~~651

4952,~~480~~927

~~167,998~~

~~150,747~~

General and administrative

2524,~~375~~099

2119,~~213~~700

~~66,845~~

~~61,317~~

Total operating expenses

~~145~~151,~~932~~263

~~127~~124,~~833~~752

~~403,812~~

~~362,984~~

Loss from operations

(87124,~~585~~819)

(8272,~~546~~586)

~~(235,459)~~

~~(236,035)~~

Interest income

8,~~677~~218

910,~~995~~003

~~28,240~~

~~30,597~~

Other (expense) income, net

(957)

409

(916)

(468)

Other income (expense), net

132

Loss before provision for income taxes

(79116,~~865~~469)

(7262,~~142~~555)

~~(208,135)~~

~~(205,906)~~

Provision for income taxes

~~336~~300

~~489~~272

~~865~~

~~863~~

Net loss

(80116,~~201~~769)

(7262,~~631~~827)

~~(209,000)~~

~~(206,769)~~

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted

(0.6286)

(0.6050)

~~(1.64)~~

~~(1.75)~~

Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted

~~130~~135,~~382~~375

~~120~~124,~~486~~979

~~127,752~~

~~118,259~~

(1) Including related party revenue of $10,581 for the nine months ended January 31, 2024.

(2) Including related party revenue of $5,804 for the nine months ended January 31, 2024.

(3) Including related party sales and marketing expense of $810 for the nine months ended January 31, 2024.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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C3.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)

	Three Months Ended January 31,				Nine Months Ended January 31,
	Three Months Ended July 31,
	2025		2024		~~2025~~		~~2024~~
Net loss	$	(80116,~~201~~769)	$	(7262,~~631~~827)	$	~~(209,000)~~	$	~~(206,769)~~
Other comprehensive (loss) income
Unrealized (loss) gain on available-for-sale marketable securities, net of tax	(~~229~~595)		~~1,205~~931		~~855~~		~~815~~
Comprehensive loss	$	(80,430)	$	(71,426)	$	(208,145)	$	(205,954)
Unrealized loss on derivative instruments, net of tax	—		(87)
Comprehensive loss	$	(117,364)	$	(61,983)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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C3.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Three Months Ended January 31, 2025
	Three Months Ended July 31, 2025
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive ~~Income~~Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance as of October 31, 2024	128,781	$	128	$	2,077,044	$	521	$	(1,218,732)	$	858,961
Balance as of April 30, 2025	133,938	$	133	$	2,216,284	$	521	$	(1,378,635)	$	838,303
Issuance of Class A common stock upon exercise of stock options, net of repurchases	~~2,107~~266	2—		151,~~173~~286		—		—		151,~~175~~286
Vesting of early exercised Class A common stock options	—	—		355		—		—		355
Shares withheld related to net share settlement of equity awards	(56)	—		(1,709)		—		—		(1,709)
Vesting of restricted stock units	2,657	3		22,038		—		—		22,041
Vesting of restricted stock units	1,523	2		17,210		—		—		17,212
Stock-based compensation expense	—	—		54,553		—		—		54,553
Stock-based compensation expense	—	—		50,933		—		—		50,933
Other comprehensive loss	—	—		—		(595)		—		(595)
Other comprehensive loss	—	—		—		(229)		—		(229)
Net loss	—	—		—		—		(116,769)		(116,769)
Net loss	—	—		—		—		(80,201)		(80,201)
Balance as of July 31, 2025	136,861	$	136	$	2,294,166	$	(74)	$	(1,495,404)	$	798,824
Balance as of January 31, 2025	132,355	$	132	$	2,158,686	$	292	$	(1,298,933)	$	860,177

	Nine Months Ended January 31, 2025
	Three Months Ended July, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive ~~Income~~Loss		Accumulated Deficit		Total Stockholders’Equity
	Shares	Amount
Balance as of April 30, 2024	123,706	$	123	$	1,963,726	$	(563)	$	(1,089,933)	$	873,353
Issuance of Class A common stock upon exercise of stock options, net of repurchases	~~3,171~~430	31		193,~~639~~124		—		—		193,~~642~~125
Vesting of early exercised Class A common stock options	—	—		~~251~~105		—		—		~~251~~105
Shares withheld related to net share settlement of equity awards	(~~281~~107)	—		(72,~~496~~945)		—		—		(72,~~496~~945)
Vesting of restricted stock units	52,~~381~~176	62		4022,~~739~~278		—		—		4022,~~745~~280
Issuance of Class A common stock under employee stock purchase plan	378	—		5,009		—		—		5,009
Stock-based compensation expense	—	—		40,986		—		—		40,986
Stock-based compensation expense	—	—		136,818		—		—		136,818
Other comprehensive income	—	—		—		844		—		844
Other comprehensive income	—	—		—		855		—		855
Net loss	—	—		—		—		(62,827)		(62,827)
Net loss	—	—		—		—		(209,000)		(209,000)
Balance as of July 31, 2024	126,205	$	126	$	2,027,274	$	281	$	(1,152,760)	$	874,921
Balance as of January 31, 2025	132,355	$	132	$	2,158,686	$	292	$	(1,298,933)	$	860,177

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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	Three Months Ended January, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’Equity
	Shares	Amount
Balance as of October 31, 2023	119,653	$	119	$	1,856,307	$	(775)	$	(944,375)	$	911,276
Issuance of Class A common stock upon exercise of stock options, net of repurchases	283	—		1,209		—		—		1,209
Vesting of early exercised Class A common stock options	—	—		112		—		—		112
Shares withheld related to net share settlement of equity awards	(30)	—		(720)		—		—		(720)
Vesting of restricted stock units	1,721	2		13,004		—		—		13,006
Stock-based compensation expense	—	—		44,538		—		—		44,538
Other comprehensive income	—	—		—		1,205		—		1,205
Net loss	—	—		—		—		(72,631)		(72,631)
Balance as of January 31, 2024	121,627	$	121	$	1,914,450	$	430	$	(1,017,006)	$	897,995

	Nine Months Ended January 31, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’Equity
	Shares	Amount
Balance as of April 30, 2023	113,943	$	113	$	1,740,174	$	(385)	$	(810,237)	$	929,665
Issuance of Class A common stock upon exercise of stock options, net of repurchases	2,534	2		11,317		—		—		11,319
Vesting of early exercised Class A common stock options	—	—		406		—		—		406
Shares withheld related to net share settlement of equity awards	(283)	—		(10,485)		—		—		(10,485)
Vesting of restricted stock units	5,004	5		34,470		—		—		34,475
Issuance of Class A common stock under employee stock purchase plan	429	1		5,054		—		—		5,055
Stock-based compensation expense	—	—		133,514		—		—		133,514
Other comprehensive income	—	—		—		815		—		815
Net loss	—	—		—		—		(206,769)		(206,769)
Balance as of January 31, 2024	121,627	$	121	$	1,914,450	$	430	$	(1,017,006)	$	897,995

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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C3.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended January 31,
	Three Months Ended July 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(~~209~~116,~~000~~769)	$	(~~206~~62,~~769~~827)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization	93,~~215~~415		93,~~469~~119
Non-cash operating lease cost	~~270~~88		~~656~~85
Stock-based compensation expense	~~174~~64,~~373~~775		~~159~~54,~~032~~683
Accretion of discounts on marketable securities	(102,~~715~~811)		(133,~~238~~936)
Other	~~2,158~~262		~~110~~98
Changes in operating assets and liabilities
Accounts receivable(1)	(52,017)		(38,892)
Accounts receivable	23,302		(10,037)
Prepaid expenses, other current assets and other assets(2)	587		(3,379)
Prepaid expenses, other current assets and other assets	(230)		1,604
Accounts payable(3)	16,916		(4,945)
Accounts payable	(2,931)		20,033
Accrued compensation and employee benefits	73,~~648~~343		~~171~~(1,755)
Operating lease liabilities	12,~~439~~187		~~14,330~~(498)
Other liabilities(4)	12,462		6,296
Other liabilities	(1,538)		6,138
Deferred revenue(5)	(6,007)		(6,546)
Deferred revenue	(6,628)		1,335
Net cash used in operating activities	(52,671)		(83,705)
Net cash (used in) provided by operating activities	(33,535)		8,042
Cash flows from investing activities:
Purchases of property and equipment	(~~2,101~~760)		(~~22,718~~924)
Capitalized software development costs	—		(2,750)
Purchases of marketable securities	(206,492)		(230,924)
Purchases of marketable securities	(518,806)		(657,431)
Maturities and sales of marketable securities	156,081		190,298
Maturities and sales of marketable securities	514,365		590,299
Net cash used in investing activities	(51,171)		(41,550)
Net cash used in investing activities	(6,542)		(92,600)
Cash flows from financing activities:
Proceeds from issuance of Class A common stock under employee stock purchase plan	5,009		5,055
Proceeds from exercise of Class A common stock options	1,289		3,127
Proceeds from exercise of Class A common stock options	19,648		11,379
Taxes paid related to net share settlement of equity awards	—		(2,945)
Taxes paid related to net share settlement of equity awards	(7,496)		(10,397)
Net cash provided by financing activities	1,289		182
Net cash provided by financing activities	17,161		6,037
Net decrease in cash, cash equivalents and restricted cash	(83,417)		(33,326)
Net decrease in cash, cash equivalents and restricted cash	(42,052)		(170,268)
Cash, cash equivalents and restricted cash at beginning of period	176,924		179,712
Cash, cash equivalents and restricted cash at beginning of period	179,712		297,395
Cash, cash equivalents and restricted cash at end of period	$	93,507	$	146,386
Cash, cash equivalents and restricted cash at end of period	$	137,660	$	127,127
Cash and cash equivalents	$	80,941	$	133,820
Cash and cash equivalents	$	125,094	$	114,561
Restricted cash included in other assets, non-current	12,566		12,566
Total cash, cash equivalents and restricted cash	$	~~137~~93,~~660~~507	$	~~127~~146,~~127~~386
Supplemental disclosure of cash flow information—cash paid for income taxes	$	~~743~~452	$	~~760~~292
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable and accrued liabilities	$	~~527~~201	$	~~2,475~~301
Right-of-use assets obtained in exchange for lease obligations (including remeasurement of right-of-use assets and lease liabilities due to changes in the timing of receipt of lease incentives)	$	~~1,016~~(166)	$	1,~~858~~345
Vesting of early exercised stock options	$	~~251~~5	$	~~406~~105

(1)Including changes in related party balances of $12,444 for the nine months ended January 31, 2024.

(2)Including changes in related party balances of $(810) for the nine months ended January 31, 2024.

(3)Including changes in related party balances of $248 for the nine months ended January 31, 2024.

(4)Including changes in related party balances of $(2,448) for the nine months ended January 31, 2024.

(5)Including changes in related party balances of $(46) for the nine months ended January 31, 2024.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.Summary of Business and Significant Accounting Policies

Business

C3.ai, Inc. (including its subsidiaries, “C3 AI” or “the Company”) is an enterprise artificial intelligence (“AI”) software provider. The Company delivers a family of fully integrated products including the C3 Agentic AI Platform, an end-to-end platform for developing, deploying, and operating enterprise AI applications, C3 AI ~~applications~~Applications, a portfolio of industry-specific SaaS enterprise AI applications that enable the digital transformation of organizations globally, and C3 Generative AI, a suite of domain-specific generative AI offerings for the enterprise. The Company supports customers in the United States, Europe, and other parts of the world. The Company was initially formed as a limited liability company in Delaware on January 8, 2009 and converted to a Delaware corporation in June 2012.

Basis of Presentation and Principles of Consolidation

The Company prepares its unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025, which was filed with the SEC on June 1823, ~~2024~~2025.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of ~~January~~July 31, 2025, ~~and~~ the results of operations for the three ~~and nine~~ months ended ~~January~~July 31, 2025, and cash flows for the ~~nine~~three months ended ~~January~~July 31, 2025. The results of operations for the three ~~and nine~~ months ended ~~January~~July 31, 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Such estimates include, but are not limited to, determining standalone selling price for performance obligations in contracts with customers and estimating variable consideration, the estimated expected benefit period for deferred contract acquisition costs, the useful lives of long-lived assets, the incremental borrowing rate for operating leases, ~~other~~ assumptions used to measure stock-based compensation, and the valuation of deferred income tax assets and uncertain tax positions. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Fiscal Year

The Company’s fiscal year ends on April 30.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Segment Information

The Company has identified its Chief Executive Officer (“CEO”) as the chief operating decision maker (“CODM”), who manages the Company’s business activities as a single operating and reportable segment at the consolidated level. The CODM utilizes consolidated GAAP and non-GAAP measures of profit and loss to evaluate the Company’s financial performance, allocate resources and make key operating decisions. Further, the CODM reviews and utilizes functional expenses (GAAP and non-GAAP cost of revenue, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other items included in GAAP and non-GAAP consolidated net income (loss) are interest income, other income (expense), net and the provision for income taxes, which are reflected in the consolidated statements of operations.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 1. Summary of Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025, which was filed with the SEC on June 1823, ~~2024~~2025. There have been no significant changes to these policies during the three ~~and nine~~ months ended ~~January~~July 31, 2025.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve the disclosures regarding a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”) to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid. The Company is required to adopt the guidance in the fourth quarter of fiscal 2026, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220) Disaggregation of Income Statement Expenses (“ASU 2024-03”), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. The Company is required to adopt the guidance in the fourth quarter of fiscal 2028, though early adoption permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) to introduce a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective beginning in the first quarter of fiscal 2027 on a prospective basis, with early adoption permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

2.Revenue

Disaggregation of Revenue

The following table presents revenue by geographical region (in thousands):

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

North America (1)

8764,~~289~~408

6877,~~356~~128

~~248,838~~

~~191,247~~

Europe, the Middle East and Africa (1)

115,~~085~~619

9,~~040~~390

~~29,978~~

~~29,205~~

Asia Pacific (1)

1321

~~952~~247

~~274~~

~~2,877~~

Rest of World (1)

~~395~~213

53448

~~1,243~~

~~663~~

Total revenue

9870,~~782~~261

7887,~~401~~213

~~280,333~~

~~223,992~~

__________________

(1)The United States comprised 8691% and 8687% of the Company’s revenue for the three months ended ~~January~~July 31, 2025 and 2024, respectively~~, and 87% and 85% of the Company’s revenue for the nine months ended January 31, 2025 and 2024, respectively~~. No other country comprised 10% or greater of the Company’s revenue for the three ~~and nine~~ months ended ~~January~~July 31, 2025 or 2024.

Revenue is recognized at the time the related performance obligation is satisfied with the transfer of a promised good or service to a customer over time. For the significant majority of the Company’s offerings, software and maintenance and support services are highly interdependent and interrelated and represent a single performance obligation within the context of the contract and are generally satisfied over time. 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. Revenue from such software licenses was $28.6 million and $8.4 million during the three months ended January 31, 2025 and 2024, respectively, and $60.4 million and $15.4 million during the nine months ended January 31, 2025 and 2024, respectively.13

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Professional~~Revenue ~~Services~~is ~~revenue~~recognized ~~primarily~~at ~~include~~the ~~service~~time ~~fees~~the ~~and~~related ~~prioritized~~performance ~~engineering~~obligation ~~services.~~is ~~Service~~satisfied ~~fees~~with ~~include~~the ~~revenue~~transfer ~~from~~of ~~services~~a ~~such~~promised asgood ~~consulting,~~or ~~training, and paid implementation services. For~~ service ~~fees,~~to ~~revenue~~a iscustomer ~~typically recognized~~ over time. asFor the ~~services~~significant ~~are~~majority ~~performed.~~of ~~Prioritized engineering services are undertaken when a customer requests that~~ the Company’s ~~accelerate the design~~offerings, ~~development,~~software and ~~delivery~~maintenance ~~of software features~~ and ~~functions~~support ~~that~~services are ~~planned~~highly ininterdependent ~~future~~and ~~product~~interrelated ~~roadmap.~~and ~~When~~represent ~~the~~a ~~Company~~single ~~agrees~~performance toobligation ~~this,~~within ~~an agreed upon fee is negotiated to accelerate~~ the ~~development~~context of the ~~software~~contract asand ~~well~~are asgenerally ~~other~~satisfied ~~terms,~~over ~~such as relevant specifications~~time. ~~When~~Revenue ~~the~~from software ~~feature~~licenses isthat ~~delivered,~~do itnot ~~becomes~~require ~~integrated~~maintenance toand ~~the~~support ~~Company’s~~services ~~core product offering,~~ is ~~available~~recognized towhen ~~all~~the ~~subscribers~~control of the ~~underlying~~ software ~~product~~is ~~and~~transferred ~~enhances~~to the ~~operation of that product going forward~~customer. ~~Such~~Revenue ~~prioritized~~from ~~engineering~~such ~~services result in production-level computer~~ software –licenses ~~compiled~~was ~~code~~$17.9 ~~that~~million ~~enhances~~and ~~the functionality of our production products – which is available for customers to use over the life of their software licenses~~$12.6 ~~Prioritized~~million ~~engineering~~during ~~services revenue is recognized as professional services over~~ the ~~period~~three inmonths ~~which~~ended ~~the~~July 31, ~~software~~2025 ~~development~~and is2024, ~~completed~~respectively.

Total professional services revenue comprised of (in thousands):

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

Prioritized engineering services

58,~~698~~663

710,~~125~~649

~~26,008~~

~~20,225~~

Service fees

71,~~405~~297

~~876~~3,108

~~14,028~~

~~5,566~~

Total professional services revenue

139,~~103~~960

813,~~001~~757

~~40,036~~

~~25,791~~

Deferred Revenue

As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, the Company’s deferred revenue balances were $3329.09 million and $3936.06 million, respectively. Revenue of $3723.86 million and $4625.32 million was recognized during the ~~nine~~three months ended ~~January~~July 31, 2025 and 2024, respectively, that was included in the deferred revenue balances as of April 30, ~~2024~~2025 and ~~2023~~2024, respectively.

Remaining Performance Obligation

Remaining performance obligations are committed and represent non-cancellable contracted revenue that has not yet been recognized and will be recognized as revenue in future periods. Some contracts allow customers to cancel the contracts without a significant penalty, and the cancellable amount of contract value is not included in the remaining performance obligations.

The Company excludes amounts related to performance obligations and usage-based royalties that are billed and recognized as they are delivered or billed and recognized in the same period. This primarily consists of monthly usage-based runtime and hosting charges in the duration of some revenue contracts.

Revenue expected to be recognized from remaining performance obligations was approximately $~~208~~223.2 million as of ~~January~~July 31, 2025, which includes $7467.64 million of non-cancellable commitments where actual product selection and quantities of specific products or services will be determined at a later date. Approximately $~~124~~121.03 million is expected to be recognized over the next 12 months and a majority of the remaining amount is expected to be recognized over the next 13 to 48 months.

Customer Concentration and Accounts Receivable

A majority of the Company’s Customer-Entities consist of corporate and governmental entities. A Customer-Entity is defined as each entity that is the ultimate parent of a party contracting with the Company. A limited number of Customer-Entities have accounted for a large part of the Company’s revenue and accounts receivable to date. For the purpose of determining customer concentration and accounts receivable, unbilled receivables have been excluded from the accounts receivable balance. ~~Two~~Three separate Customer-Entities accounted for 1514%, 13% and 1011%, ~~respectively,~~ of revenue for the three months ended ~~January~~July 31, 2025. ~~Two~~One ~~separate~~ Customer-~~Entities~~Entity accounted for 2523% ~~and 12%, respectively,~~ of revenue for the three months ended ~~January~~July 31, 2024. One Customer-Entity accounted for 1815% of ~~revenue~~accounts ~~for~~receivable ~~the~~at ~~nine months ended January~~July 31, 2025. ~~Two~~Three separate Customer-Entities accounted for 2715% ~~and 13%~~, ~~respectively, of revenue for the nine months ended January 31, 2024. Four Customer-Entities accounted for~~ 14%, ~~14%, 13%~~ and 1112%, ~~respectively,~~ of accounts receivable at ~~January 31, 2025. Two separate Customer-Entities accounted for 25% and 16%, respectively, of accounts receivable at~~ April 30, ~~2024~~2025.

15Accounts receivable includes billed and unbilled receivables, net of allowance of doubtful accounts. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. The allowance for credit losses is based on the Company’s assessment of the collectability of accounts receivable by considering various factors, including the age of each outstanding invoice, customer type, the collection history of each customer, historical write-off experience, current and near-term macroeconomic conditions and uncertainties. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. Accounts receivable included unbilled receivables as of July 31, 2025 and April 30, 2025 of $50.6 million and $40.2 million, respectively.

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounts receivable includes billed and unbilled receivables, net of allowance of doubtful accounts. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. The allowance for credit losses is based on the Company’s assessment of the collectability of accounts receivable by considering various factors, including the age of each outstanding invoice, customer type, the collection history of each customer, historical write-off experience, current and near-term macroeconomic conditions and uncertainties. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. Accounts receivable included unbilled receivables as of January 31, 2025 and April 30, 2024 of $89.8 million and $62.3 million, respectively.

3.Fair Value Measurements

The Company’s financial instruments consist primarily of cash equivalents, restricted cash, available-for-sale marketable securities, accounts receivable, and accounts payable. Cash equivalents and available-for-sale marketable securities are reported at their respective fair values on the condensed consolidated balance sheets. The remaining financial instruments are reported on the condensed consolidated balance sheets at amounts that approximate current fair values.

The following table summarizes the types of assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

	As of January 31, 2025								As of April 30, 2024
	As of July 31, 2025								As of April 30, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	7750,~~902~~155	$	—	$	—	$	7750,~~902~~155	$	8287,~~564~~872	$	—	$	—	$	8287,~~564~~872
Commercial paper	—		67,~~971~~854		—		67,~~971~~854		—		1829,~~769~~122		—		1829,~~769~~122
U.S. treasury securities	—		—		—		—		—		5,888		—		5,888
Corporate debt securities	—		—		—		—		—		1,015		—		1,015
Certificates of deposit	—		3,960		—		3,960		—		—		—		—
Available-for-sale marketable securities:
U.S. treasury securities	—		1429,~~395~~776		—		1429,~~395~~776		—		215,~~497~~482		—		215,~~497~~482
Certificates of deposit	—		8485,~~645~~981		—		8485,~~645~~981		—		6276,~~017~~518		—		6276,~~017~~518
U.S. government agencies securities	—		6062,~~457~~038		—		6062,~~457~~038		—		4657,~~428~~138		—		4657,~~428~~138
Commercial paper	—		~~108~~135,~~045~~971		—		~~108~~135,~~045~~971		—		~~162~~113,~~183~~787		—		~~162~~113,~~183~~787
Corporate debt securities	—		~~331~~317,~~691~~191		—		~~331~~317,~~691~~191		—		~~310~~315,~~095~~405		—		~~310~~315,~~095~~405
Total cash equivalents and available-for-sale marketable securities	$	7750,~~902~~155	$	~~610~~638,~~164~~811	$	—	$	688,~~066~~966	$	8287,~~564~~872	$	~~607~~608,~~877~~467	$	—	$	~~690~~696,~~441~~339

The estimated fair value of securities classified as Level 2 financial instruments was determined based on third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. Inputs used for fair value measurement categorized as Level 2 include benchmark yields, reported trades, broker or dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4.Cash Equivalents and Marketable Securities

The following table summarizes the Company’s cash equivalents and available-for-sale marketable securities (in thousands):

	As of January 31, 2025								As of April 30, 2024
	As of July 31, 2025								As of April 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents:
Money market funds	$	7750,~~902~~155	$	—	$	—	$	7750,~~902~~155	$	8287,~~564~~872	$	—	$	—	$	8287,~~564~~872
Commercial paper	67,~~971~~854		—		—		67,~~971~~854		1829,~~769~~122		—		—		1829,~~769~~122
U.S. treasury securities	—		—		—		—		5,888		—		—		5,888
Corporate debt securities	—		—		—		—		1,015		—		—		1,015
Certificates of deposit	3,960		—		—		3,960		—		—		—		—
Available-for-sale marketable securities:
U.S. treasury securities	1429,~~382~~789		13—		—(13)		1429,~~395~~776		215,~~497~~478		—4		—		215,~~497~~482
Certificates of deposit	8485,~~645~~981		—		—		8485,~~645~~981		6276,~~017~~518		—		—		6276,~~017~~518
U.S. government agencies securities	6062,~~536~~117		7624		(~~155~~103)		6062,~~457~~038		4656,~~527~~990		5157		(~~104~~9)		4657,~~428~~138
Commercial paper	~~108~~135,~~045~~971		—		—		~~108~~135,~~045~~971		~~162~~113,~~183~~787		—		—		~~162~~113,~~183~~787
Corporate debt securities	~~331~~317,~~331~~171		~~679~~234		(~~319~~214)		~~331~~317,~~691~~191		~~310~~315,~~557~~034		64502		(~~526~~131)		~~310~~315,~~095~~405
Total cash equivalents and available-for-sale marketable securities	$	~~687~~689,~~772~~038	$	~~768~~258	$	(~~474~~330)	$	688,~~066~~966	$	~~691~~695,~~002~~816	$	69663	$	(~~630~~140)	$	~~690~~696,~~441~~339

The following table summarizes the Company’s available-for-sale marketable securities by contractual maturity (in thousands):

As of January 31, 2025

As of April 30, 2024

As of July 31, 2025

As of April 30, 2025

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Within one year

~~494~~481,~~233~~267

~~494~~481,~~937~~387

~~514~~455,~~747~~613

~~514~~455,~~484~~956

After one year through five years

~~104~~149,~~706~~762

~~104~~149,~~296~~570

69122,~~034~~194

68122,~~736~~374

Total

~~598~~631,~~939~~029

~~599~~630,~~233~~957

~~583~~577,~~781~~807

~~583~~578,~~220~~330

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the fair values and unrealized losses of the Company’s available-for-sale marketable securities classified by length of time that the securities have been in a continuous unrealized loss position but were not deemed to be other-than-temporarily impaired (in thousands):

	As of January 31, 2025
	As of July 31, 2025
	Less Than 12 Months				12 Months or Greater				Total
	Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value
U.S. government agencies securities	$	(155)	$	18,817	$	—	$	—	$	(155)	$	18,817
U.S. treasury securities	$	(13)	$	25,780	$	—	$	—	$	(13)	$	25,780
Commercial paper	—		3,517		—		—		—		3,517
U.S. government agencies securities	$	(103)	$	42,983	$	—	$	—	$	(103)	$	42,983
Corporate debt securities	(319)		37,727		—		—		(319)		37,727
Commercial paper	—		930		—		—		—		930
Total	$	(474)	$	60,061	$	—	$	—	$	(474)	$	60,061
Corporate debt securities	(214)		114,410		—		—		(214)		114,410
Total	$	(330)	$	184,103	$	—	$	—	$	(330)	$	184,103

As of April 30, 2024

As of April 30, 2025

Less Than 12 Months

12 Months or Greater

Total

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

U.S. treasury securities

—

2,~~497~~468

—

2,~~497~~468

U.S. government agencies securities

(999)

337,~~890~~973

~~(6)~~—

~~7,749~~—

(~~105~~9)

417,~~639~~973

Commercial paper

—

41,~~058~~823

—

41,~~058~~823

Corporate debt securities

(~~491~~129)

~~196~~62,~~907~~899

(342)

279,~~658~~847

(~~525~~131)

~~224~~72,~~565~~746

Total

(~~590~~138)

~~237~~75,~~352~~163

(402)

359,~~407~~847

(~~630~~140)

~~272~~85,~~759~~010

As of ~~January~~July 31, 2025, the Company had 43146 marketable securities in an unrealized loss position. As of April 30, ~~2024~~2025, the Company had ~~219~~88 marketable securities that were in an unrealized loss position. The Company considers factors such as the duration, the magnitude and the reason for the decline in value, the potential recovery period, creditworthiness of the issuers of the securities and its intent to sell. For marketable securities, it also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses. No significant facts or circumstances have arisen to indicate that there has been any significant deterioration in the creditworthiness of the issuers of the securities held by the Company. The decline in fair value below amortized cost basis was not considered other-than-temporary as it is more likely than not that the Company will hold the securities until maturity or a recovery of the cost basis, and no significant credit-related impairment losses were recorded as of ~~January~~July 31, 2025.

5.Balance Sheet Details

Property and Equipment, Net

Property and equipment consisted of the following at ~~January~~July 31, 2025 and April 30, ~~2024~~2025 (in thousands):

Useful Life

As of ~~January~~July 31,

As of April 30,

(in months)

2025

~~2024~~2025

Leasehold improvements

82,~~507~~688

7182,~~867~~510

Computer equipment

6,~~702~~334

46,~~936~~065

Office furniture and equipment

15,~~517~~772

1415,~~479~~520

Capital work-in-progress

~~811~~909

~~12,122~~960

Property and equipment, gross

105,~~537~~703

~~103~~105,~~404~~055

Less: accumulated depreciation and amortization

(2329,~~627~~103)

(1425,~~773~~757)

Property and equipment, net

8176,~~910~~600

8879,~~631~~298

__________________

*Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the remaining lease term.

NA = Not Applicable

1817

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Capital work-in-progress primarily consisted of costs related to various leasehold improvements in connection with leased space that is not considered available for use and has not yet been placed into service.

Depreciation and amortization expense related to property and equipment was $3.14 million and $2.9 million for the three months ended ~~January~~July 31, 2025 and 2024, respectively~~, and $8~~.~~9 million and $8.5 million for the nine months ended January 31, 2025 and 2024, respectively.~~

Accrued Compensation and Employee Benefits

Accrued compensation and employee benefits consisted of the following at ~~January~~July 31, 2025 and April 30, ~~2024~~2025 (in thousands):

	As of January 31,		As of April 30,
	As of July 31,		As of April 30,
	2025		~~2024~~2025
Accrued bonus	$	3225,~~875~~277	$	3137,~~530~~468
Accrued vacation	35,~~918~~211		4,~~317~~950
Accrued payroll taxes and benefits	13,~~959~~631		32,~~636~~033
Accrued commissions	56,~~116~~529		27,~~826~~244
ESPP contributions	4,~~596~~106		1,~~409~~593
Other	~~263~~642		~~545~~580
Accrued compensation and employee benefits	$	4845,~~727~~396	$	4453,~~263~~868

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following at ~~January~~July 31, 2025 and April 30, ~~2024~~2025 (in thousands):

	As of January 31,		As of April 30,
	As of July 31,		As of April 30,
	2025		~~2024~~2025
Accrued general expenses	~~3,678~~$	2,435	~~2,783~~$	3,785
Operating lease liabilities, current	4,~~490~~930		34,~~226~~795
Accrued professional services	78,~~008~~669		27,~~082~~323
Accrued cloud hosting services	64,~~687~~954		~~643~~4,718
Accrued taxes payable	2,~~744~~437		~~621~~3,258
Other	31,~~021~~438		~~171~~2,416
Accrued and other current liabilities	$	2724,~~628~~863	$	926,~~526~~295

6.Commitments and Contingencies

Non-cancellable Purchase Commitments

In the normal course of business, the Company enters into non-cancellable purchase commitments with various parties. As of ~~January~~July 31, 2025, the Company had remaining purchase commitments of $~~438~~409.16 million related to cloud hosting and associated services and $9396.29 million related to professional services due over the next one to five years. The Company incurred costs totaling $3139.90 million and $819.62 million during the three months ended ~~January~~July 31, 2025 and 2024, respectively, ~~and $76.7 million and $24.9 million during the nine months ended January 31, 2025 and 2024, respectively,~~ under these arrangements.

1918

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

C3.ai Digital Transformation Institute Grants

In February 2020, the Company entered into an agreement establishing the C3.ai Digital Transformation Institute (“C3.ai DTI”), a program established to attract many of the world’s leading research institutions to join in a coordinated and innovative effort to advance the digital transformation of business, government, and society. As part of the agreement, the Company has agreed to issue grants to C3.ai DTI, which are subject to compliance with certain obligations. The grants shall be paid by the Company over five years in the form of cash, publicly traded securities, or other property of equivalent net value. As of January 31, 2025 and April 30, 2024, the total potential remaining contributions are $31.6 million and $31.6 million, respectively. The future grant payments are conditional in nature and subject to execution of the program in line with specific requirements.

Leases

On August 25, 2021, the Company entered into a new lease to acquire approximately 283,015 square feet of office space in several phases in Redwood City, California. The lease commencement date ~~of the first two phases~~ was determined toas ~~have occurred in~~ the ~~quarter~~date ~~ended January 31, 2022,~~ when the landlord delivered the leased space to the Company. ~~The~~Accordingly, ~~lease~~the ~~commencement~~first ~~date~~two phases of the ~~third~~lease ~~phase~~commenced ~~was determined to have occurred~~ in the quarter ended ~~October~~January 31, 2022, ~~when~~ the ~~landlord~~third ~~delivered~~phase of the ~~leased~~lease ~~space~~commenced toin the ~~Company.~~quarter ~~The~~ended ~~lease~~October ~~commencement~~31, ~~date~~2022, of the fourth phase ~~was~~of ~~determined~~the tolease ~~have~~commenced ~~occurred~~ in the quarter ended April 30, 2023, ~~when~~ the ~~landlord~~fifth ~~delivered~~phase ~~the~~of ~~leased space to~~ the ~~Company. The~~ lease ~~commencement~~commenced ~~date of the fifth phase was determined to have occurred~~ in the quarter ended July 31, 2023, ~~when~~ the ~~landlord~~sixth ~~delivered~~phase ~~the~~of ~~leased space to~~ the ~~Company. The~~ lease ~~commencement~~commenced ~~date of the sixth phase was determined to have occurred~~ in the quarter ended January 31, 2024, ~~when~~and the ~~landlord delivered the leased space to the Company. The lease commencement date of the~~ seventh and final phase ~~was~~of ~~determined~~the tolease ~~have~~commenced ~~occurred~~ in the quarter ended July 31, 2024~~, when the landlord delivered the applicable leased space to the Company~~. During the quarter ended ~~January~~July 31, 2025, there was a remeasurement of right-of-use assets and ~~lease~~ liabilities related to ~~phases~~phase ~~one,~~three ~~two~~ and ~~six~~seven of the lease due to changes in the timing of receipt of lease incentives. As a result, the lease liability for these phases was reduced to $416.3 million and the right-of-use asset correspondingly was reduced to $45.4 million.

Legal Proceedings

Securities Litigation

On March 4, 2022, a putative securities class action complaint (captioned The Reckstin Family Trust v. C3.ai, Inc. et al., 22-cv-01413-HSG) was filed in the U.S. District Court for the Northern District of California against the Company, and certain current and former officers and directors. On December 12, 2022, the court appointed a lead plaintiff and lead counsel. On February 15, 2023, the lead plaintiff and three additional named plaintiffs filed an amended complaint. The amended complaint names as defendants the Company, four current and former officers and directors, the underwriters in the Company’s initial public offering (“IPO”), and Baker Hughes Company (“Baker Hughes”). The amended complaint generally alleges that the defendants made material misstatements or omissions about the Company’s partnership with Baker Hughes and the Company’s own salesforce. The amended complaint alleges that defendants made these misstatements or omissions in connection with the Company’s IPO in violation of Sections 11 and 15 of the Securities Act of 1933 and between December 9, 2020 and December 2, 2021, inclusive, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The amended complaint further alleges that certain defendants engaged in insider trading in violation of Section 20A of the Securities Exchange Act of 1934. Plaintiffs seek unspecified damages, interest, fees and costs. All defendants moved to dismiss Plaintiffs’ amended complaint on May 1, 2023. On June 30, 2023, Plaintiffs voluntarily dismissed the underwriter defendants. On February 22, 2024, the court granted the motion to dismiss on all claims except for portions of the alleged violations of Section 11 and Section 15. Plaintiffs filed a second amended complaint on April 4, 2024. Defendants filed motions to dismiss on May 17, 2024. Plaintiffs filed an opposition brief on July 15, 2024. While the motions were pending, Plaintiffs filed a motion to amend their second amended complaint on September 27, 2024 to add new factual allegations. ~~The parties have thus stayed the briefing on the motion to dismiss until the motion to amend is resolved. Defendants filed an opposition to the motion to amend on November 12, 2024.~~ On February 13, 2025, the Court granted Plaintiffs’ motion to amend, and the Plaintiffs filed their ~~Third~~third amended complaint on February 14, 2025. ~~Briefing~~On ~~for~~March ~~the~~25, ~~revised~~2025, Defendants filed a motion to dismiss isthe ~~expected~~third toamended becomplaint. ~~complete~~On in June 6, 2025, the Court took the motion under submission.

20 Six putative shareholder derivative actions have been filed: (1) Suri v. Siebel et al. (22-cv-03031) filed on May 23, 2022 in the U.S. District Court for the Northern District of California; (2) Rabasca v. Siebel et al. (23-cv-1566) filed on April 3, 2023 in the U.S. District Court for the Northern District of California; and (3) Vo v. Siebel et al. (23-cv-428) filed on April 19, 2023 in the U.S. District Court for the District of Delaware; and (4) Lanfair v. Siebel et al. (24-cv-01869) filed on March 26, 2024 in the U.S. District Court for the Northern District of California; (5) Pankow v. Siebel et al. (2024-0530-NAC) on May 15, 2024 in the Chancery Court of Delaware; and (6) Rosenfeld v. Siebel et al. (2024-0698) on June 28, 2024 in the Chancery Court of Delaware. In these cases, the plaintiffs assert claims on the Company’s behalf against certain of the Company’s current and former officers and directors for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, gross mismanagement, corporate waste, abuse of control, unjust enrichment, and violations of the Securities Exchange Act of 1934 based on allegations similar to those in the securities class action. In all six cases, the Company is named as a nominal defendant. The derivative complaints seek unspecified damages, disgorgement of profits from board member stock sales, an award of costs and expenses, including reasonable attorneys’ fees, and corporate governance reforms. On September 7, 2022, Suri was stayed pending resolution of the Reckstin case. On August 3, 2023, Vo was transferred to the U.S. District Court for the Northern District of California (3:23-cv-03895). On August 30, 2023, the Vo action was stayed on the same terms as the Suri action. On December 21, 2023, Rabasca was stayed on the same terms as Suri, and both Rabasca and Vo were consolidated with Suri. On July 1, 2024, Lanfair was consolidated with Suri and stayed on the same terms. The Pankow and Rosenfeld actions have not been consolidated with the Suri action but were stayed on November 13, 2024 and January 15, 2025 respectively. The Company has not yet been required to answer the complaints in any of the derivative actions.

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On ~~Six~~August ~~putative~~22, ~~shareholder~~2025, ~~derivative~~a ~~actions~~putative ~~have~~securities ~~been~~class ~~filed:~~action complaint (1)captioned ~~Suri~~John vLiggett Sr. ~~Siebel et al~~v. ~~(22-cv-03031) filed on May 23~~C3.ai, ~~2022 in the U~~Inc.S. ~~District~~et ~~Court for the Northern District of California; (2) Rabasca v~~al., ~~Siebel~~Case ~~et al~~No. ~~(23~~3:25-cv-~~1566~~7129) was filed ~~on April 3, 2023~~ in the U.S. District Court for the Northern District of California; ~~and~~against ~~(3)~~the VoCompany, vMr. Siebel, etour ~~al.~~Executive ~~(23-cv-428) filed on April 19~~Chairman, ~~2023 in the U.S. District Court for the District of Delaware;~~ and ~~(4)~~our ~~Lanfair~~chief v.financial ~~Siebel et al~~officer. ~~(24-cv-01869)~~The ~~filed~~complaint onalleges ~~March~~that ~~26, 2024 in~~ the ~~U.S.~~defendants ~~District~~made ~~Court~~false ~~for~~and ~~the~~materially ~~Northern~~misleading ~~District~~statements ofduring ~~California;~~February ~~(5)~~to ~~Pankow~~July ~~v. Siebel et al. (2024-0530-NAC) on May 15~~2025, ~~2024~~regarding in the ~~Chancery~~status ~~Court~~ of ~~Delaware; and (6) Rosenfeld v. Siebel et al. (2024-0698) on June 28, 2024 in~~ the ~~Chancery~~health ~~Court~~ of ~~Delaware~~Mr. InSiebel ~~these~~and ~~cases,~~its ~~the~~impact ~~plaintiffs assert claims~~ on the Company’s ~~behalf~~business ~~against~~operations. ~~certain~~The ofcomplaint ~~the~~asserts ~~Company’s~~causes ~~current~~of ~~and~~action ~~former officers and directors~~ for ~~breach~~violations of ~~fiduciary~~1) ~~duty,~~Sections ~~aiding~~10(b) ~~and abetting breach~~ of ~~fiduciary duty, gross mismanagement, corporate waste, abuse of control, unjust enrichment, and violations of~~ the Securities Exchange Act of 1934 ~~based~~(“Exchange onAct”) allegations similar to those in the securities class action. In all six cases, the Company is named as a nominal defendant. The derivative complaints seek unspecified damages, disgorgement of profits from board member stock sales, an award of costs and ~~expenses,~~Rule ~~including reasonable attorneys’ fees~~10b-5, and ~~corporate~~2) ~~governance~~Section ~~reforms.~~20(a) ~~On September 7, 2022, Suri was stayed pending resolution~~ of the ~~Reckstin~~Exchange ~~case~~Act. OnThe ~~August~~plaintiff 3,seeks ~~2023, Vo was transferred~~ to ~~the~~represent ~~U.S.~~a ~~District~~class ~~Court for the Northern District~~ of ~~California~~investors ~~(3:23-cv-03895),~~who ~~and~~acquired ~~on August 31, 2023, the Vo action was stayed on the same terms as the Suri action~~C3.ai Onsecurities ~~December~~between 4,February ~~2023~~26, ~~the~~2025 ~~parties in Rabasca filed a stipulation to consolidate the Rabasca action with the Suri action,~~ and toAugust ~~stay the Rabasca action on the same terms as the Suri action. On July 3~~8, ~~2024, Lanfair was consolidated with Suri and stayed on the same terms~~2025. The ~~Pankow~~complaint ~~and~~requests ~~Rosenfeld~~unspecified ~~actions~~damages ~~have not been consolidated with the Suri action but were stayed on November 13, 2024~~ and ~~January~~other ~~15, 2025 respectively~~relief. The ~~Company~~defendants ~~has~~have not ~~yet~~filed ~~been~~a ~~required~~response to ~~answer~~ the ~~complaints in any of the derivative actions~~complaint.

AsOn ofAugust ~~the~~29, ~~date~~2025, ofa ~~this~~putative ~~report~~shareholder derivative complaint (captioned Dennis Jaffee v. C3.ai, Inc. et al., Case No. 3:25-cv-7334) was filed in the ~~Company~~U.S. ~~does~~District ~~not~~Court ~~believe~~for itthe isNorthern ~~probable~~District ~~that~~of ~~these~~California ~~cases~~against ~~will~~Mr. ~~result~~Siebel, inour anExecutive ~~unfavorable~~Chairman, ~~outcome;~~our ~~however~~chief financial officer, ifand anmembers ~~unfavorable~~of ~~outcome~~our ~~were~~board toof ~~occur~~directors. inThe ~~these~~complaint ~~cases,~~names itthe isCompany ~~possible~~as ~~that~~a nominal defendant. In the ~~impact~~complaint, ~~could~~the beplaintiff ~~material~~asserts tocauses of action on the Company’s ~~results~~behalf ofbased ~~operations~~on allegations similar to those in the ~~period(s)~~complaint filed in ~~which~~John ~~any~~Liggett ~~such~~Sr. ~~outcome~~v. ~~becomes~~C3.ai, ~~probable~~Inc. ~~and~~et ~~estimable~~al. ~~Given~~The ~~that~~plaintiff ~~the~~seeks ~~litigation~~an isaward ~~still~~of inunspecified ~~its~~damages ~~preliminary~~to ~~stages,~~ the Company, isrecovery ~~currently~~of ~~unable~~attorneys’ tofees ~~estimate~~and ~~the~~other ~~potential~~costs ~~loss~~and orexpenses, ~~range~~corporate ofgovernance ~~loss~~reforms, ifand ~~any,~~other ~~that~~relief. ~~may~~The ~~arise~~defendants ~~from~~have ~~these~~not ~~matters~~filed a response to the complaint.

OnAs ~~February~~of ~~27, 2024,~~ the ~~Company~~date ~~filed~~of athis ~~lawsuit~~report, in the ~~Court~~Company ofdoes ~~Rome,~~not ~~Italy~~believe ~~against~~it ~~Enel~~is ~~Global~~probable ~~Services~~that ~~S.r.l.~~these ~~and~~cases ~~any~~will ~~involved~~result ~~corporate~~in ~~affiliates~~an ~~(“Enel”).~~unfavorable ~~The~~outcome; ~~claims~~however, inif ~~the~~an ~~suit~~unfavorable ~~against~~outcome ~~Enel~~were ~~include~~to ~~misappropriation~~occur ofin ~~trade~~these ~~secrets~~cases, ~~under~~it ~~Articles~~is 98possible ~~and~~that ~~99 of~~ the ~~Italian~~impact ~~Industrial~~could ~~Property~~be ~~Code~~material ~~and~~to ~~breach of contract. In this action,~~ the Company’s ~~seeks~~results ~~compensatory~~of ~~damages~~operations in the ~~amount~~period(s) ofin ~~€2.1 billion,~~which ~~equitable~~any ~~and~~such ~~other~~outcome ~~relief,~~becomes asprobable ~~well as fees~~ and ~~costs~~estimable. ~~The~~Due ~~Company~~to ~~has~~the ~~also~~early ~~filed~~stages ~~a report~~ of ~~criminal~~these ~~misconduct~~legal ~~with~~proceedings, ~~Italian~~neither ~~law enforcement under Article 623 of~~ the ~~Italian~~likelihood ~~Criminal~~that ~~Code. The Company is evaluating other legal venues to fully redress its claims. The Company is considering filing~~ a ~~report~~loss, ofif ~~misconduct with federal law enforcement in the United States. Since~~ any, ~~legal~~will ~~action~~be ~~is unpredictable~~realized, itnor isan ~~difficult~~estimate toof ~~quantify~~ the ~~potential~~possible ~~recoveries,~~loss ~~associated~~or ~~potential~~range ~~costs, and timeline associated with resolution~~ of ~~this~~loss, ~~matter.~~if ~~Any~~any, ~~gain~~can ~~on this matter is considered a gain contingency and will~~ be ~~recognized in the period in which the award is realized or realizable~~determined.

On February 27, 2024, the Company filed a lawsuit in the Court of Rome, Italy against Enel Global Services S.r.l. and any involved corporate affiliates (“Enel”). The claims in the suit against Enel include misappropriation of trade secrets under Articles 98 and 99 of the Italian Industrial Property Code and breach of contract. In this action, the Company seeks compensatory damages in the amount of €2.1 billion, equitable and other relief, as well as fees and costs. The parties have submitted briefs to the court to prepare for the pretrial conference scheduled for September 18, 2025. A final round of briefing is due on September 8, 2025. The Company has also filed a report of criminal misconduct with Italian law enforcement under Article 623 of the Italian Criminal Code. On December 23, 2024, Enel initiated two lawsuits against the Company in Rome, claiming ownership of two of C3’s patent applications filed in the European Patent Office. The motions to stay were granted. Because any legal action is unpredictable, it is difficult to quantify the potential recoveries, associated potential costs, and timeline associated with resolution of this matter. Any gain on this matter is considered a gain contingency and will be recognized in the period in which the award is realized or realizable.

In addition, from time to time, the Company is involved in various other legal proceedings arising in the ordinary course of business. Apart from the foregoing, the Company is not presently a party to any other such litigation the outcome of which, the Company believes, if determined adversely to the Company, would individually, or taken together, have a material adverse effect on the Company’s business, operating results, cash flows, or financial condition.

7. Stockholders’ Equity

Preferred Stock

The Company has authorized 200,000,000 shares of undesignated preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of ~~January~~July 31, 2025, there were no shares of Preferred Stock issued or outstanding.

21Common Stock

The Company has authorized 1,000,000,000 shares of Class A common stock and 3,500,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 50 votes. Class A and Class B common stock have a par value of $0.001 per share and are referred to as common stock throughout the notes to the unaudited condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Common Stock

Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Each share of Class B common stock will be automatically converted into one share of Class A common stock upon the earliest of the following: (i) the date that is six months following the death or incapacity of Mr. Siebel; (ii) the date that is six months following the date that Mr. Siebel is no longer providing services to the Company as an officer, employee, director, or consultant; (iii) December 11, 2040, which is the twentieth anniversary of the completion of the IPO; or (iv) the date specified by the holders of a majority of the then outstanding shares of Class B common stock, voting as a separate class. Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock.

8. Stock-Based Compensation

On November 27, 2020, the Company’s board of directors adopted, and its stockholders approved, the 2020 Incentive Plan, which became effective in connection with the IPO. The 2020 Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards and other equity awards. The number of shares of Class A common stock reserved for issuance under the 2020 Incentive Plan is subject to automatic evergreen increases annually through (and including) May 1, 2030 pursuant to the terms of the 2020 Incentive Plan. There was an automatic annual increase on May 1, ~~2024~~2025 in the number of shares reserved for future issuance pursuant to the 2020 Incentive Plan in an amount equal to seven percent (7%) of the total number of shares of the Company’s Class A common stock and Class B common stock outstanding on April 30, ~~2024~~2025.

Stock Options

Stock options generally expire 10 years from the date of grant, or earlier if services are terminated. Generally, each stock option for common stock is subject to a vesting schedule such that one fifth of the award vests after the first-year anniversary and one-sixtieth of the award vests each month thereafter over the remaining four years, subject to continuous service.

A summary of the Company’s option activity during the ~~nine~~three months ended ~~January~~July 31, 2025 is as follows:

	Options Outstanding
	Number ofStock OptionsOutstanding	WeightedAverageExercisePrice		WeightedAverageRemainingContractualLife (years)	AggregateIntrinsicValue
	(in thousands)				(in thousands)
Balance as of April 30, 2024	31,328	$	13.97	5.68	$	268,167
Balance as of April 30, 2025	28,477	$	15.13	5.01	$	195,923
Options granted	~~1,187~~55	2324.4372
Options exercised	(~~3,169~~267)	334.6685
Options cancelled	(~~540~~49)	2636.5395
Balance as of January 31, 2025	28,806	$	15.09	5.23	$	468,385
Balance as of July 31, 2025	28,216	$	15.21	4.79	$	235,602
Vested and exercisable as of January 31, 2025	23,724	$	12.17	4.78	$	455,027
Vested and exercisable as of July 31, 2025	24,619	$	12.92	4.41	$	261,947
Vested and expected to vest as of January 31, 2025	28,806	$	15.09	5.23	$	468,385
Vested and expected to vest as of July 31, 2025	28,216	$	15.21	4.79	$	235,602

As of ~~January~~July 31, 2025, there was $6548.40 million of unrecognized compensation cost related to stock options which is expected to be recognized over an estimated weighted-average period of 2.10 years.

2221

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The grant-date fair value of the options issued for the ~~nine~~three months ended ~~January~~July 31, 2025 is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The weighted average assumptions underlying the fair value estimation are provided in the following table:

	Nine Months Ended January 31,
	Three Months Ended July 31,
	2025		2024
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	6668.25	%	6365.5	%
Expected term (years)	6.15		6.05
Risk-free interest rate	3.69	%	34.96	%

Restricted Stock Units

The Company’s RSUs include time-based RSUs and performance-based RSUs with market conditions (“PRSUs”).

Time-based RSUs

The time-based RSUs are typically subject to service-based vesting conditions satisfied over five years with one-fifth of the award vesting after the first-year anniversary and one-twentieth of the award vesting quarterly thereafter. The related stock-based compensation is recognized on a straight-line basis over the requisite service period.

PRSUs

In July 2022, the compensation committee of the board of directors (the “Compensation Committee”) approved the grant of a maximum of 1,700,000 performance-based restricted stock units (the “PRSU Award”) to the ~~CEO~~Executive Chairman pursuant to the 2020 Incentive Plan, subject to and conditioned upon the subsequent determination by the board of directors of performance metrics upon the achievement of which the PRSU Award would vest. In August 2022, the board of directors approved performance metrics in concept, subject to further action by the Compensation Committee. In December 2022, the Compensation Committee: (a) determined and approved the performance metrics, which are based on the achievement of certain total shareholder return results, as measured against certain stock price hurdles (the “Market Condition”); and (b) extended the vesting period of the PRSU Award through December 31, 2027. As an additional condition to vesting of each tranche of the PRSU Award, Mr. Siebel must remain in continuous service to the Company through a minimum service date that applies to such tranche or, if later, the date the applicable performance metric is achieved (the “Service Condition”). The grant date of the PRSU Award was established in December 2022.

Stock-based compensation expense associated with the PRSU Award will be recognized over the longer of the expected achievement period for the Market Condition or the Service Condition. For the ~~nine~~three months ended ~~January~~July 31, 2025, the Company recorded stock-based compensation expense of $30.17 million related to the PRSU Award.

The Company determined the grant date fair value of the PRSU Award using a Monte Carlo simulation model with the following assumptions: stock price of $12.90, risk-free interest rate of 3.7%, dividend yield of 0% and expected volatility of 51.4%.

2322

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of the Company’s RSU activity during the ~~nine~~three months ended ~~January~~July 31, 2025 is as follows:

	RSUs Outstanding
	Number of RSUs	Weighted AverageGrant Date Fair Value Per Share
	(in thousands)
Unvested Balance as of April 30, 2024	19,283	$	24.26
Unvested Balance as of April 30, 2025	23,774	$	25.99
RSUs granted	128,~~676~~255	2924.5137
RSUs vested	(52,~~381~~657)	2726.5414
RSUs forfeited	(21,~~999~~680)	27.4671
Unvested Balance as of January 31, 2025	23,579	$	26.41
Unvested Balance as of July 31, 2025	27,692	$	25.39

As of ~~January~~July 31, 2025, there was $~~579~~651.86 million of unrecognized stock-based compensation expense related to outstanding RSUs granted to employees that is expected to be recognized over a weighted-average period of 3.89 years.

In fiscal year ~~2025~~2026 and ~~2024~~2025, the Compensation Committee approved the payment of fiscal year ~~2024~~2025 and ~~2023~~2024 bonuses, respectively, under the Company’s annual bonus program in the form of fully vested RSUs covering shares of Class A common stock to employees. The Company issued ~~751~~909,~~927~~764 and ~~532~~707,~~842~~801 shares of Class A common stock pursuant to this program in the ~~nine~~three months ended ~~January~~July 31, 2025 and 2024, respectively.

Shares issued in settlement of fully vested RSUs granted under this bonus program were issued from the 2020 Incentive Plan and reduced the shares available for issuance under the 2020 Incentive Plan.

Employee Stock Purchase Plan

OnDuring ~~November 27, 2020,~~ the ~~Company’s~~three ~~board~~months ofended ~~directors also adopted~~July 31, 2025 and ~~its stockholders also approved~~2024, the ~~2020~~Company ~~Employee~~recognized ~~Stock Purchase Plan (the “2020 ESPP”), which became effective immediately prior to the IPO~~$2.0 ~~The~~million ~~2020~~and ~~ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees~~$0.7 Amillion, ~~total of 3~~respectively,~~000,000~~ ~~shares~~ of ~~Class A common~~ stock-based ~~were~~compensation ~~initially~~expense ~~reserved~~related ~~for~~to ~~future issuance under~~ the 2020 ESPP. ~~The~~As ~~number~~ of ~~shares~~July 31, ~~of Class A common stock reserved for issuance under the 2020 ESPP is subject to automatic evergreen increases annually through (and including) May 1~~2025, ~~2030~~there ~~pursuant~~was ~~to the terms of the 2020 ESPP~~$7.6 ~~There~~million ~~was an automatic annual increase on May 1, 2024 in the number~~ of ~~shares~~unrecognized ~~reserved~~stock-based ~~for~~compensation ~~future~~expense ~~issuance~~that ~~pursuant~~is toexpected ~~the 2020 ESPP in an amount equal~~ to ~~one~~be ~~percent~~recognized ~~(1%)~~over of the ~~total~~remaining ~~number~~term of ~~shares of~~ the ~~Company’s~~respective Class A common stock and Class B common stock outstanding on April 30, 2024. The 2020 ESPP permits participants to purchase shares of Class A common stock in an amount not exceeding 15% of their earnings during the relevant offering ~~period~~periods. ~~The offering dates and purchase dates for the 2020 ESPP are determined at the discretion of the Company’s board of directors.~~

Except for the initial offering period under the 2020 ESPP, which commenced on October 16, 2022 and ended on September 15, 2024, the 2020 ESPP provides for 24-month offering periods beginning September 15 and March 15 of each year, with each offering period consisting of four six-month purchase periods. The 2020 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock, subject to purchase limits of 2,500 shares during each six-month period or $25,000 worth of stock for each calendar year, through payroll deductions at price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. If the price per share of the Company’s Class A common stock on any purchase date in the offering period is lower than the price per share of the Company’s Class A common stock price on the enrollment date of that offering period, the offering period will immediately reset after the purchase of shares on such purchase date and automatically roll into a new 24-month offering period.

The Company uses a Black-Scholes-Merton option pricing model to determine the fair value of employee stock purchase rights granted under the 2020 ESPP.

The following assumptions were used to calculate the fair value of shares to be granted under the 2020 ESPP during the period:

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C3.AI, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Nine Months Ended January 31,
	2025		2024
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	56.2 - 75.3%		64.0 - 70.1%
Expected term (years)	0.5 - 2.0		0.5 - 2.0
Risk-free interest rate	3.6 - 4.6%		5.0 - 5.5%

During the nine months ended January 31, 2025 and 2024, the Company recognized $4.4 million and $4.3 million, respectively, of stock-based compensation expense related to 2020 ESPP. As of January 31, 2025, there was $5.7 million of unrecognized stock-based compensation expense that is expected to be recognized over the remaining term of the respective offering periods.

Stock-based Compensation Expense

The following table summarizes the effects of stock-based compensation on the Company’s condensed consolidated statements of operations (in thousands):

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

Cost of subscription

8,~~563~~622

87,~~674~~694

~~24,084~~

~~25,244~~

Cost of professional services

~~941~~668

~~309~~714

~~2,139~~

~~1,248~~

Sales and marketing

2124,~~860~~181

1718,~~528~~833

~~61,495~~

~~52,533~~

Research and development

19,~~896~~323

18,~~757~~431

~~56,326~~

~~52,475~~

General and administrative

11,~~392~~981

9,~~715~~011

~~30,329~~

~~27,532~~

Total stock-based compensation expense

6264,~~652~~775

54,~~983~~683

~~174,373~~

~~159,032~~

The Company records stock-based compensation associated with the Company’s annual bonus program and retention bonus program for certain employees, which may be paid out in fully vested RSUs that are settled in shares of Class A common stock. During the ~~nine~~three months ended ~~January~~July 31, 2025, the Company recognized $3710.62 million of stock-based compensation expense associated with these programs. As of ~~January~~July 31, 2025, $3225.93 million was reflected under accrued compensation and employee benefits in the consolidated balance sheets. Upon settlement, this amount will be reflected under common stock and additional paid-in capital in the condensed consolidated statements of stockholders’ equity.

9. Income Taxes

Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, adjusted for discrete items, if any, for the reporting period. The Company updates its estimate of the annual effective tax rate each quarter and makes a cumulative adjustment in such period.

The Company recorded income tax expense of $0.3 million and $0.53 million for the three months ended ~~January~~July 31, 2025 and 2024, ~~and $0.9 million and $0.9 million for the nine months ended January 31, 2025 and 2024,~~ respectively. Income tax expense consists primarily of income taxes in foreign jurisdictions in which the Company conducts business. Due to the Company’s history of losses in the United States, a full valuation allowance on substantially all of the Company’s deferred tax assets, including net operating loss carryforwards, research and development tax credits, and other book versus tax differences, was maintained.

10. Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share was the same as diluted net loss per share for the periods presented because the Company was in a loss position for the three ~~and nine~~ months ended ~~January~~July 31, 2025 and 2024. For purposes of this calculation, stock options, RSUs, Class A common stock issuable in connection with the 2020 ESPP and early exercised stock options subject to repurchase are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

Numerator

Net loss attributable to common stockholders

(80116,~~201~~769)

(7262,~~631~~827)

~~(209,000)~~

~~(206,769)~~

Denominator

Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted

~~130~~135,~~382~~375

~~120~~124,~~486~~979

~~127,752~~

~~118,259~~

Basic and diluted net loss per share attributable to common stockholders

Basic and diluted net loss per Class A and Class B common shares

(0.6286)

(0.6050)

~~(1.64)~~

~~(1.75)~~

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have had an antidilutive effect were as follows (in thousands):

	As of January 31,
	As of July 31,
	2025	2024
Stock options	28,~~806~~216	3230,~~103~~614
RSUs	2327,~~579~~692	20,~~908~~464
ESPP	~~975~~1,159	~~1,102~~649

11. Related Party Transactions

Revenue Transactions with Baker Hughes Company

In June 2019, the Company entered into multiple agreements with Baker Hughes, which were subsequently modified in June 2020, October 2021 and January 2023. Details of these agreements are discussed in Note 12. Related Party Transactions in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the fiscal year ended April 30, 2024, which was filed with the SEC on June 18, 2024.

Baker Hughes ceased to qualify as a related party of the Company as of June 30, 2023 and the amounts disclosed related to them are accordingly presented only for the periods in which they were considered a related party.

The Company recognized subscription revenue from direct subscription fees from Baker Hughes of $10.6 million during the nine months ended January 31, 2024. The Company recognized professional services revenue from Baker Hughes of $5.8 million during the nine months ended January 31, 2024.

The Company recognized sales and marketing expenses related to Baker Hughes of $0.8 million (inclusive of amortization of $0.8 million of deferred commissions) during the nine months ended January 31, 2024.

Sublease Arrangement

On February 21, 2023, the Company entered into a sublease agreement (the “Sublease”) with First Virtual Group, Inc. (the “Subtenant”), whereby the Company agreed to sublease to the Subtenant approximately 3,130 square feet of space located in Redwood City, California (the “Subleased Space”). The Company previously entered into a lease (the “Original Lease”) with DWF IV 1400-1500 Seaport Blvd, LLC dated August 25, 2021 for approximately 283,013 square feet of office space split between two office towers, including the Subleased Space. Thomas M. Siebel, Chief Executive Officer and Chairman of the Company, serves as Chairman of the Subtenant. The term of the Sublease commenced on February 1, 2023. The Sublease was automatically renewed on October 1, 2023 and will be automatically renewed for successive one year periods thereafter unless the Subtenant notifies the Company of its election to terminate the Sublease, up to the expiration date of the Original Lease. The monthly base rent for the Sublease is equal to the rate per square foot paid by the Company as stated in the Original Lease. The monthly base rent the Subtenant pays was approximately $8,608 through September 30, 2023, increasing annually thereafter. In addition to base rent, the Subtenant is responsible for its allocated share of costs incurred and expenditures made by the Company in the operation and management of the Subleased Space.

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ITEM 2. 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 unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended April 30, ~~2024~~2025 included in the Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025, which was filed with the Securities and Exchange Commission, or SEC, on June 1823, ~~2024~~2025. 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 Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q 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.

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 provide three primary families of software solutions, which we collectively refer to as our “C3 AI ~~software~~Software”:

•~~The~~ 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.

•C3 AI Applications, built using the C3 Agentic AI Platform, is a portfolio of pre-built, extensible, industry-specific and application-specific Enterprise AI applications that can be rapidly installed and deployed.

•C3 Generative AI combines the utility of large language models, or LLMs, generative AI, reinforcement learning, natural language processing, and the C3 Agentic AI Platform to rapidly locate, retrieve, and present information, disparate data stores, applications, and enterprise information systems.

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.

The Evolution of C3 AI

Like many of the world’s leading technology companies, C3 AI has changed and expanded its branding and product portfolios to achieve market leadership.

In January of 2009, we founded C3, Inc with the purpose of developing and marketing a software platform and family of software products that would enable companies to exploit the power of elastic cloud computing, big data, IoT, and predictive analytics.

When we founded C3 AI, we believed the market for elastic cloud computing, IoT, big data, and predictive analytics software was destined to be large. That proved true. However, in 2009 the market was nascent, and the specific applications and markets were unknown. Based on Forrester’s report on the Public Cloud Market Outlook, in 2008, the global public cloud market was less than $20 billion; in 2023, it was expected to approach $500 billion. In 2008, there were less than 1 billion IoT devices worldwide;1 in 2023, that number was expected to exceed 55 billion based on the IDC report. In 2008, AI software - as we think about it today - did not exist. This year the AI software market is expected to exceed $450 billion based on the IDC report. We believe that by any standard that constitutes explosive growth.

1 https://www.statista.com/statistics/764026/number-of-iot-devices-in-use-worldwide/

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When we consider mega-market developments like the internet, the smartphone, and AI, it is impossible to anticipate a priori exactly how these markets will develop. With the advent of the Mosaic internet browser in 1993, who could have anticipated Amazon and Google? With the founding of Apple Computer Company in 1976, who could have anticipated the iPhone? The Apple Store? Apple TV? iTunes? These mega-markets develop in unanticipated ways.

We believe that Enterprise AI is a mega-market event. As this market has developed, C3 AI has done a fine job of continually expanding its market offerings and continually expanding its market position to address the ever-expanding opportunity.

C3: 2009 - 2012

We founded C3 in January of 2009 and developed some of the core components of what is now the C3 AI Platform within the first year. There was much discussion and interest in the 2008 – 2011 timeframe about what we now consider sustainability initiatives, including clean tech, energy management, LEED certification, and cap and trade vs. carbon offsets; and as a result, we decided to focus our first use case on energy management. That proved to be a good decision.

In 2010 we released our first product, C3 Energy Management.

From 2010 – 2012, we closed several large agreements with a large global industrial company, one of the world’s largest chemical companies, two large utilities, and one of the world’s largest high-tech companies.

C3 Energy: 2013-2015

In 2012, C3 engaged McKinsey & Co. to conduct a study and make recommendations for maximizing growth including optimal company positioning and an associated pricing and product strategy. In the first two decades of the 21st century, utility companies were in the process of spending $2 trillion globally to upgrade their grid infrastructures with IoT devices, enabling the advent of the smart grid. Utilities were early adopters of IoT.

The McKinsey analysis recommended that there was a significant opportunity for C3 to expand its business by applying its energy management and energy efficiency solutions to utilities at grid scale in addition to selling to enterprises.

Adopting the McKinsey recommendations, C3 expanded its market position, rebranded as C3 Energy, and in addition to its prior solutions, C3 Energy offered a family of predictive analytics solutions - which were reliant on emerging AI techniques including machine learning, supervised learning, and unsupervised learning. Built to address the utility value chains of power generation, transmission, distribution, and consumption, these solutions optimize the operation of large and complex power grid infrastructures. The C3 Energy utility software products expanded to include C3 AMI Operations, C3 Revenue Protection, C3 Predictive Analytics, C3 Revenue Production, and C3 Reliability.

Many customers also licensed our core C3 Platform that they could use to develop their own predictive analytics application and/or to develop derivative works of the C3 Energy applications.

It was during this period that the company formed its data science division to develop and apply AI techniques to our applications including machine learning, predictive analytics, supervised learning, and unsupervised learning.

During this period, the company began to offer its products to the oil and gas industry including its AI Predictive Maintenance application for oil pumps, offshore oil rigs, LNG production facilities, etc. The company continued to offer its products for energy management and energy efficiency to utility companies based on per customer pricing and to enterprises based on expected value pricing.

This expansion into energy markets proved successful as the company booked2 approximately $83 million in contracts and recognized $63.9 million in revenue during this period.

2 Unaudited

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C3 IoT: 2016 – 2018

By 2016, we were seeing significant expansion in the cloud computing market and the proliferation of IoT sensors was expanding dramatically across many industries. We were increasingly approached by manufacturing companies, financial services companies, oil and gas companies, and the U.S. Department of Defense to deploy the same types of AI applications that we had successfully deployed in enterprises and utilities including AI Predictive Maintenance, AI Fraud Detection, AI Inventory Optimization, and C3 Energy Management.

At that time, the common expression for these types of applications was “IoT,” and we appropriately rebranded the company as C3 IoT to communicate to the market that we were again expanding our market offerings from primarily one vertical market (energy) to a broadening range of markets.

In response to this increased demand, the company tailored its core applications to meet the needs of those industries. As such, in addition to the C3 Platform, we offered market-specific versions of all our applications including AI Predictive Maintenance, AI Inventory Optimization, and AI Energy Management for the utility, oil and gas, defense, and financial services industries. In addition, the company introduced the concept of 4-to-16-week product trials as part of the sales process.

This market and product line expansion again proved successful as the company booked2 approximately $203 million in contracts and recognized $120.4 million in revenue from 2016 – 2018.

C3 AI: 2019 – Present

As the market for cloud computing, big data, IoT, and predictive analytics continued to expand, the market perception of IoT - as expressed in the literature, technical conferences, the academy, and in customer expectations - changed. While IoT had previously been considered at the confluence of sensor devices and AI applications, it was clear that IoT was becoming a concept increasingly centered on the devices - the IoT sensors themselves - with the AI applications considered a separate category. As this developed, the C3 IoT brand became confusing to the market, as many customers had the impression that the company was primarily in the business of manufacturing IoT sensors and devices.

To eliminate this market confusion, we rebranded the company C3 AI, clearly communicating that we were in the computer software business.

In addition to the products and services that the company offered since its inception, C3 AI again expanded its product offerings that now include over 100 AI production applications for the utility, oil & gas, state and local governments, financial services, manufacturing, health, and communications industries, and U.S. defense and intelligence sectors. Across industries, we introduced a number of AI application products that serve all vertical markets including C3 AI Ex Machina to address the needs of the growing citizen data science market, C3 AI CRM, C3 AI Data Vision, C3 AI ESG, and C3 Generative AI.

Again, this market expansion proved successful, enabling C3 AI to book2 over $1.4 billion in additional contracts and recognize $1.3 billion in revenue from 2019 – 2024.

C3 AI was well ahead of its time in predicting the scale of the opportunity in enterprise AI applications. We began when the market was nascent, and as the market has developed and expanded, we have expanded our branding and our market offerings to meet market expectations.

How We Generate Revenue

We generate revenue primarily from the sale of subscriptions, which accounted for 8786% and 9084% of our total revenue in the three months ended ~~January~~July 31, 2025 and 2024, respectively~~, and 86% and 88% of our total revenue in the nine months ended January 31, 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.

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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. ~~We also recognize revenue upon delivery to the customer for software licenses that do not require maintenance and support services.~~ Customers who choose to run the software in our cloud environment pay the hosting costs charged by our cloud providers. In the first quarter of fiscal year 2023, we ~~announced~~introduced a consumption-based pricing model, beginning with aan ~~pilot~~initial production deployment phase which may include access to the C3 Agentic AI Platform, one or more C3 AI ~~Application~~Applications or C3 Generative AI, and C3 AI Center of Excellence, or COE, support services. Following the ~~pilot~~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. 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 ~~service fees and~~ prioritized engineering services and services fees. Professional services revenue represented 1314% and 1016% of our total revenue for the three months ended ~~January~~July 31, 2025 and 2024, respectively~~, and 14% and 12% of our total revenue in the nine months ended January 31, 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.~~

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, 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 revenue accounted for 4387% and 8977% of total professional services revenue for the three months ended ~~January~~July 31, 2025 and 2024, respectively~~, and 65% and 78% of total professional services revenue for the nine months ended January 31, 2025 and 2024, respectively~~.

~~Our~~Service ~~total~~fees include revenue ~~was~~from ~~$98.8 million~~services ~~and~~such ~~$280.3 million~~as ~~for the three and nine months ended January 31~~consulting, ~~2025~~training, ~~representing a 26%~~ and ~~25%~~paid ~~increase,~~implementation ~~compared to the same period last year~~services. ~~Our~~For ~~subscription~~service ~~revenue grew to $85.7 million and $240.3 million for the three and nine months ended January 31~~fees, ~~2025,~~revenue ~~representing~~is atypically ~~22%~~recognized ~~and~~over ~~21%~~time ~~increase,~~as ~~compared to~~ the ~~same~~services ~~period~~are ~~last year~~performed.

Consumption-based Pricing Transition

We believe the transition from a primarily subscription-based pricing model to a consumption-based pricing model brought us in line with industry-standard cloud software pricing standards, making it easier and less costly for new customers to initially acquire our solutions and then increase their spending if their usage and adoption increased. We anticipated and announced that this transition would have a short-to-medium term negative effect upon revenue growth, as the average sales price was significantly reduced and the contracts often lacked a time-certain multi-period commitment. We are still in the process of working through the transition to the new pricing model.

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The table below shows the trends in revenue and remaining performance obligations, or RPO, over the last two years.

	April 30, 2023			July 31, 2023			October 31, 2023			January 31, 2024			April 30, 2024			July 31, 2024			October 31, 2024			January 31, 2025
Total revenue (in thousands)	$	72,410		$	72,362		$	73,229		$	78,401		$	86,590		$	87,213		$	94,338		$	98,782
% growth year-over-year	—		%	11		%	17		%	18		%	20		%	21		%	29		%	26		%
RPO (in thousands)	$	381,437		$	334,560		$	303,552		$	286,867		$	244,304		$	204,470		$	260,520		$	208,165
Subscription Revenue% growth year-over-year	1		%	8		%	12		%	23		%	41		%	20		%	22		%	22		%

Remaining Performance Obligations

As it relates to our ~~legacy~~ subscription-based pricing agreements, we monitor remaining performance obligations, or RPO. While RPO isprovides ~~not~~insight ~~necessarily~~into ~~indicative~~committed ofrevenue, ~~future~~it ~~revenue~~may ~~growth~~not ~~because~~accurately itreflect isfuture ~~not~~revenue ~~applicable~~growth, toparticularly for pay-as-you- go consumption pricing agreements. ~~Moreover,~~and ~~RPO~~due isto ~~influenced by several~~ factors, ~~including~~such ~~the~~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. ~~Due~~As toa ~~these factors~~result, it is important to review RPO in conjunction with revenue and other financial metrics disclosed elsewhere in this Quarterly Report on Form 10-Q. RPO was $208.2 million as of January 31, 2025, which includes $74.6 million of non-cancellable commitments where actual product selection and quantities of specific products or services will be determined at a later date. RPO was $244.3 million as of April 30, 2024.

RPO ~~represents~~was ~~the~~$223.2 ~~amount~~million as of ~~our~~July 31, ~~contracted future revenue that has not yet been recognized~~2025, ~~including~~which ~~both~~includes ~~deferred~~$67.4 ~~revenue~~million ~~and~~of non-cancellable ~~contracted~~commitments ~~amounts~~where ~~that~~actual ~~will~~product beselection ~~invoiced~~ and ~~recognized~~quantities asof ~~revenue~~specific inproducts ~~future~~or ~~periods.~~services ~~Our~~will ~~RPO~~be asdetermined ofat ~~January 31,~~a ~~2025~~later ~~is comprised of $33~~date.0 ~~million~~RPO ~~related~~was ~~to deferred revenue and~~ $~~175~~235.21 million ~~of commitments from non-cancellable contracts. Our RPO~~ as of April 30, ~~2024 was comprised of $39~~2025.~~0 million related to deferred revenue and $205.3 million of commitments from non-cancellable contracts.~~

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. Our RPO as of July 31, 2025 is comprised of $29.9 million related to deferred revenue and $193.3 million of commitments from non-cancellable contracts. Our RPO as of April 30, 2025 was 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.

~~As we continue our transition to consumption-based pricing model, and lower ASP subscription contracts, we expect RPO to continue to decline.~~27

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 AI Platform and much of our other C3 AI Software are industry agnostic, we also expect to expand into other industries.

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~~In the first quarter of fiscal year 2023, we announced a change to our go~~Go-to-~~market~~Market strategy including a way for new customers to subscribe for our products at smaller initial contract sizes and pay for services based on their monthly consumption of vCPU and vGPU hours. Customers generally begin with a one to two-quarter-long pilot which includes the necessary resources required to deploy the C3 AI Platform and/or C3 AI Applications and receive necessary training to operate and maintain the software in production use. Following the pilot 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.Strategy

~~Acquiring~~Our ~~new~~go-to-market ~~customers~~strategy ~~and~~has ~~expanding~~been ~~our~~historically focused on large organizations recognized as leaders in their respective industries or public sectors that are attempting to solve complicated business ~~with~~problems ~~our~~by ~~existing~~digitally transforming their operations. These large organizations, or lighthouse customers, isinclude companies and public agencies within the ~~purpose~~oil ofand ~~our~~gas, ~~go-to-market~~power ~~effort~~and utilities, aerospace and ~~drives~~defense, ~~our~~industrial ~~growth.~~products, ~~Making~~life ~~new~~sciences, and ~~existing~~financial ~~customers~~services ~~successful~~industries, isamong ~~critical~~others. toThis ~~our~~has ~~long-term~~resulted ~~success~~in C3 AI powering some of the largest and most complex Enterprise AI applications. ~~After~~These welighthouse ~~help~~customers ~~our~~serve as proof points for other potential customers ~~solve~~in their ~~initial~~respective ~~use~~industries. ~~cases,~~As ~~they~~a ~~frequently~~result, ~~identify~~we ~~incremental~~have ~~opportunities~~a ~~within~~customer ~~their~~base ~~operations~~of ~~and~~a ~~expand~~relatively ~~their~~small ~~use~~number of large organizations that generate high average total subscription contract value, but we expect that, over time, as more customers adopt our ~~products.~~technology ~~The~~based ~~increased~~on ~~engagement~~the isproof ~~measured~~points provided by these lighthouse customers, the revenue represented by these lighthouse customers will decrease as a ~~combination~~percentage of ~~increased~~total ~~vCPU/vGPU~~revenue. ~~usage,~~As ~~increased~~our C3 Agentic AI ~~Software~~Platform ~~subscriptions~~ and ~~subscriptions~~much toof ~~the~~our other C3 AI ~~Platform~~software ~~for~~are ~~in-house~~industry AIagnostic, ~~application~~we ~~development~~also expect to expand into other industries.

In the first quarter of fiscal year 2023, we introduced a change to our go-to-market strategy including a way for new customers to subscribe for our products at smaller initial contract sizes and pay for services based on their monthly consumption of vCPU and vGPU hours. Customers generally begin with a 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, ~~Microsoft Azure,~~ and Google Cloud ~~Platform, or GCP~~. In addition, we have strategic alliances with leading hardware infrastructure providers to deliver our software optimized for their technology. These partners include Hewlett Packard Enterprise and Intel. These partners supply infrastructure solutions, data management and processing services, or hardware and networking devices (e.g., IoT gateways) to support C3 AI product implementations and complement C3 AI’s products.

•Consulting and Services Partners. We partner with a number of ~~systems~~consulting firms and system integrators specializing in Enterprise AI ~~implementations~~implementation, including McKinsey & Company, PwC, Fractal, and Paradyme.

•Independent Software Vendors. We partner with ~~Independent~~independent ~~Software~~software ~~Vendors~~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

~~Pilot~~Initial ~~and~~Production ~~trial count~~Deployment

Historically, our go to market strategy has focused on enterprise-wide, multi-period, large-value subscription contracts that entailed a long sales cycle, considerable sales effort and protracted negotiations. Our ~~transition~~introduction toof a consumption-based pricing model for new customers helps us to better meet the needs of customers and align us with the model that is becoming common for enterprise software companies.

Our ~~transition to a~~ consumption-based pricing model is designed to increase the number of customers and accelerate growth by making it easier and less costly to adopt C3 AI solutions.

A consumption-based pricing model begins with a paid “Pilot” phase of generally up-to six months that may include developer access to the C3 AI Platform, one C3 AI Application or C3 Generative AI and COE support services. Trials are limited period agreements where a defined business problem or use case is addressed with C3 AI software and the customer is presented with the resulting insights and a working application showcasing the utility, benefit and economic value to be gained from a production deployment. Following the pilot and trial periods, 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.28

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WeA ~~consider~~consumption-based ~~the~~pricing model begins with a paid “Initial Production Deployment” phase (formerly known as “Pilot” phase) of generally up-to six months that may include developer access to the C3 Agentic AI Platform, one C3 AI Application or C3 Generative AI and ~~trial~~COE ~~count~~support asservices. aFollowing ~~key~~the ~~business~~initial ~~metric~~production deployment period, ascustomers iteither ~~reflects~~pay ~~trends~~a inmonthly ~~market~~fee ~~penetration~~and consumption charges using vCPU and ~~customer~~vGPU ~~acquisition~~hours as the metric to calculate payment or enter into a time-certain multi-period commitment that may include consumption charges.

We ~~count~~consider anthe ~~agreement~~initial asproduction adeployment ~~pilot~~count oras ~~trial when an agreement meeting the characteristics of~~ a ~~pilot~~key orbusiness ~~trial~~metric, as ~~described~~it ~~above~~reflects istrends ~~executed~~in ~~with~~market ~~the~~penetration and customer acquisition.

We ~~executed~~count 50an ~~and~~agreement 29as ~~pilots~~an ~~and~~initial ~~trials~~production ~~during~~deployment agreement when an agreement meeting the ~~quarter~~characteristics ~~ended~~of ~~January 31,~~initial ~~2025~~production ~~and~~deployment ~~2024,~~as ~~respectively~~described above is executed with the customer.

We executed 28 and 52 initial production deployment agreements during the fiscal quarters ended July 31, 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 Quarterly Report on Form 10-Q in Part II, 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 utilizing 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, including real-time monitoring, daily and weekly reports to management, as well as quarterly reviews with our customers.

We intend to attract new customers across multiple industries where we have limited meaningful presence today, yet represent very large market opportunities such as telecommunications, ~~pharmaceuticals, state and local government,~~ smart cities, transportation, and healthcare, among others.

Historically, we have had a relatively small number of customers with large total subscription contract values. As a result, revenue growth 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 I, Item 2 of this Quarterly Report on Form 10-Q.

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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 had a disruptive effect on our financial performance in the three months ended July 31, 2025. This disruptive effect, together with the impact of our Executive Chairman’s unanticipated health issues preventing him from participating in the sales process as actively as he had in the past, may have had a negative effect on our sales results in the three months ended July 31, 2025. Our future success and financial performance depends 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 expand 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 II, Item 1A of this Quarterly Report on Form 10-Q.

Appointment of Chief Executive Officer and CEO Transition

On September 3, 2025, we announced that our Board of Directors appointed Stephen Ehikian to succeed Mr. Siebel as CEO, effective September 1, 2025. Mr. Ehikian is a recognized innovator in the enterprise software industry and most recently served as Acting Administrator of the U.S. General Services Administration, or GSA. Mr. Siebel plans to continue in the role of Executive Chairman. We will need to successfully transition the role of Chief Executive Officer to Mr. Ehikian and integrate Mr. Ehikian into the C3 AI organization in order to successfully execute on our business strategy. See “The transition of our CEO and our ability to retain key members of our senior management may impact the successful execution of our business strategy.” included in Part II, Item 1A of this Quarterly Report on Form 10-Q.

C3 Generative AI

Investing in generative AI positions us as leaders in the Enterprise AI space. By offering innovative generative AI solutions that improve operational efficiency for verticals, we enable more enterprises across industries to benefit from technology advancements as we address a broader market with our Enterprise AI applications.

As the AI landscape continues to evolve, we remain at the forefront of generative AI technologies. This is clear in the product innovations we continue to roll out. In early fiscal year 2024, we launched the C3 Generative AI, with 28 domain-specific generative AI offerings that addressed needs unique to industries, business processes, and enterprise systems.

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C3 Generative AI is a vehicle that allows us to diversify our customer base and market reach. Aiming to develop technology that serves high impact, under-served verticals, we launched the C3 Generative AI for Government Programs application. This application was built to help government agencies and the residents they serve navigate public benefits programs more efficiently and effectively. With C3 Generative AI for Government Programs, federal, state, or local government agencies can eliminate service delays, reduce wait times, make contact centers more effective, and improve the citizen experience.

The value of our innovations is evident in the benefits customers are realizing as adoption grows. In fiscal year 2025, we continue to have strong customer demand and adoption in diverse use cases, including operator assistance, intelligence analysis, complex documentation drafting, and customer service.

To help customers get started with C3 Generative AI faster and allow enterprises to truly understand the value of our technology, we launched C3 Generative AI Accelerator Program. This program is a three-day workshop designed to help organizations implement generative AI solutions effectively. The in-person program emphasizes a hands-on approach with participating teams engaged in unstructured and structured data integration, accuracy tuning, and application configuration using C3 Generative AI and the C3 Agentic AI Platform. At the end of the Accelerator, participating teams have working prototype applications that they can showcase within their organizations. Participants also work with C3 AI experts to develop customized AI scale-out and value capture plans that are tailored to each organization’s specific requirements.

Our intellectual property advancements in generative AI highlight our power as a pioneer in Enterprise AI. In October 2024, we were awarded a foundational U.S. patent (USNo. 12,111,859) for our generative AI agentic technology. The patent details a sophisticated system and method for orchestrating multiple AI agents using multimodal foundation models. This patent reinforces C3 AI’s commitment to innovation and its leadership in generative AI. Key patented technologies include:

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•AI Orchestrator: The C3 AI orchestrator coordinates multiple AI agents, invokes specialized machine-learning models or mathematical tools as necessary and handles all data types and tasks.

•Autonomy: Meaning the AI agents can operate independently to perform tasks across various business functions like sales, service, marketing, and commerce. AI agents can be fully customized to fit the specific needs of any industry or business process, using tools that are already familiar to programmers and data scientists.

•Multimodal Model Integration: The system integrates advanced multimodal models to break down inputs into a series of instructions for a multiplicity of AI agents.

•Natural Language Summarization: The technology generates comprehensive summaries from varied data sources, significantly improving decision making.

C3•Traceability ~~Generative AI is a highly differentiated product offering that provides customers with safe, secure, fast,~~ and ~~reliable~~Security: ~~insights~~C3 ~~from~~Generative ~~data~~AI ~~across~~Agents ~~the~~provide ~~enterprise.~~full Atraceability ~~key priority for us is not just~~ to ~~meet but anticipate the needs of the Enterprise AI market. In many ways~~sources, ~~generative~~comprehensive AIenterprise isaccess ~~accelerating our strategic initiatives to achieve this goal. We expect to continue to invest heavily in generative AI~~controls, ~~leveraging~~high ~~these advanced technologies not only to enhance our existing offerings~~security, ~~but~~minimal ~~also to create new~~hallucinations, ~~innovative~~and ~~applications~~are ~~that~~LLM ~~expand our impact in Enterprise AI~~agnostic.

C3 Generative AI is a highly differentiated product offering that provides customers with safe, secure, fast, and reliable insights from data across the enterprise. We differentiated C3 Generative AI from other market offerings, introducing expanded functionalities and innovative capabilities, including:

▪Omni-Modal Parsing at Scale: C3 Generative AI now extracts high-quality content and metadata from a wide array of unstructured formats — including presentations, spreadsheets, rich text, audio, and video — transforming them into a structured knowledge graph. This enables users to seamlessly search, link and analyze information across disparate systems, reducing time spent on manual information discovery.

▪Dynamic Planning Agent with Multi-Agent Collaboration: C3 AI’s planning agent performs multi-step reasoning across all data types, coordinating with other agents to solve complex tasks and workflows. This enables organizations to automate decision chains that previously required cross-functional input, from scenario planning to operational forecasting.

▪Easy Agent and Tool Authoring: C3 Generative AI offers a streamlined developer experience, enabling users to rapidly create or enhance agents by integrating new tools in minutes, without the need for system upgrades. This flexibility allows enterprises to quickly adapt AI capabilities to meet evolving needs.

▪On-the-Fly Custom Visualizations: C3 Generative AI can autonomously generate context-specific visualizations from natural language queries. This feature allows users to transition from questions to insights instantly, eliminating the need for manual charting, coding, or dashboard configuration.

A key priority for us is not just to meet but anticipate the needs of the Enterprise AI market. In many ways, generative AI is accelerating our strategic initiatives to achieve this goal. We expect to continue to invest heavily in generative AI, leveraging these advanced technologies not only to enhance our existing offerings, but also to create new, innovative applications that expand our impact in Enterprise AI.

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.

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We expect to maintain high levels of investment in product innovation over the coming years 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.

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Brand Awareness

We believe we are in the early stages of a large and expanding market for AI enabled digital transformation. As a result, we intend to continue to invest in brand awareness, market education, strategic paid media, and thought leadership, particularly as it relates to generative AI. We engage the market through digital, radio, outdoor, airport, and print advertising; virtual and physical events, including our C3 Transform annual user conference; and C3 AI ~~Live~~Webinars, a series of ~~livestreamed~~ events featuring C3 AI customers, C3 AI partners, and C3 AI experts in AI, Machine Learning, or ML, and data science.

We anticipate continuing to make significant 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, ~~Microsoft,~~ and ~~GCP~~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 ~~Enterprise~~ 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 ~~pilots~~initial production deployments of our applications as part of our customer acquisition strategy.

WeIn ~~announced~~September 2024, we entered into a new global alliance agreement with Microsoft — 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 immediate availability of all C3 Enterprise AI solutions through Azure sales channels, including the Microsoft Commercial Cloud, technical integration, and aligned product development. We plan to invest aggressively to support this distribution channel.

WeIn January 2025, we also ~~announced~~entered into a new 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.

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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 investments to expand geographically by increasing our direct sales team in international markets and supplementing the direct sales effort with strategic partners to significantly expand our reach and market coverage. We derived approximately 149% and 1413% of our total revenue for the three months ended ~~January~~July 31, 2025 and 2024, respectively, ~~and~~ from ~~13% and 15% of our total revenue for the nine months ended January 31, 2025 and 2024, respectively, from~~ international customers.

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Impact of Macroeconomic Conditions

Our business and financial condition have been, and may continue to be, impacted by adverse macroeconomic conditions and uncertainties, including 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 macroeconomic conditions, including geopolitical instability, a potential U.S. government shutdown, 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 II, Item 1A of this Quarterly Report on Form 10-Q.

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, ~~pilots~~initial ~~and~~production ~~trials~~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, application design, 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.

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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. We expect our operating expenses ~~as a percentage of total revenue~~ to increase as we continue to invest to grow our business. ~~Over the long-term, we expect those percentages to stabilize and then move lower as our business matures.~~

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.

We expect our sales and marketing expenses will increase in absolute dollar amounts as we continue to ~~invest in brand awareness and programmatic spend to generate demand. We also expect to~~ hire additional sales personnel to increase sales coverage of target industry vertical and geographic markets. Consequently, sales and marketing expense as a percent of total revenue will remain high in the near-term. As our business scales through customer expansion and market awareness, we anticipate that sales and marketing expense as a percent of total revenue will decline over time.

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.

We expect ~~research and development expense~~ to ~~increase in absolute dollars as we~~ continue to invest in our existing and future product offerings. We may experience variations from period to period with our total research and development expense as a percentage of revenue as we develop and deploy new applications targeting new use cases and new industries. Over a longer horizon, we anticipate that research and development expense as a percent of total revenue will decline.

General and Administrative. General and administrative ~~expense~~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.

WeOur ~~expect our~~ general and administrative expense tomay increase in absolute dollars as we continue to grow our business. We have incurred, and expect to continue to incur, additional 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 higher expenses for general and director and officer insurance, investor relations, and professional services. We expect that general and administrative expense as a percent of total revenue will decline over the long-term as we benefit from the economies of scale of our overall business.

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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 period and market interest rates.

Other Income (Expense) ~~Income~~, Net

Other income (expense) ~~income~~, 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.

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 condensed consolidated statements of operations for the periods presented:

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

(in thousands)

~~(in thousands)~~

Revenue

Subscription

8560,~~679~~301

7073,~~400~~456

~~240,297~~

~~198,201~~

Professional services

139,~~103~~960

813,~~001~~757

~~40,036~~

~~25,791~~

Total revenue

9870,~~782~~261

7887,~~401~~213

~~280,333~~

~~223,992~~

Cost of revenue

Subscription (1)

3741,~~799~~481

3233,~~273~~292

~~106,129~~

~~93,644~~

Professional services (1)

2,~~636~~336

~~841~~1,755

~~5,851~~

~~3,399~~

Total cost of revenue

4043,~~435~~817

3335,~~114~~047

~~111,980~~

~~97,043~~

Gross profit

5826,~~347~~444

4552,~~287~~166

~~168,353~~

~~126,949~~

Operating expenses

Sales and marketing (1)

6162,~~201~~513

5752,~~140~~125

~~168,969~~

~~150,920~~

Research and development (1)

5964,~~356~~651

4952,~~480~~927

~~167,998~~

~~150,747~~

General and administrative (1)

2524,~~375~~099

2119,~~213~~700

~~66,845~~

~~61,317~~

Total operating expenses

~~145~~151,~~932~~263

~~127~~124,~~833~~752

~~403,812~~

~~362,984~~

Loss from operations

(87124,~~585~~819)

(8272,~~546~~586)

~~(235,459)~~

~~(236,035)~~

Interest income

8,~~677~~218

910,~~995~~003

~~28,240~~

~~30,597~~

Other (expense) income, net

(957)

409

(916)

(468)

Other income (expense), net

132

Loss before provision for income taxes

(79116,~~865~~469)

(7262,~~142~~555)

~~(208,135)~~

~~(205,906)~~

Provision for income taxes

~~336~~300

~~489~~272

~~865~~

~~863~~

Net loss

(80116,~~201~~769)

(7262,~~631~~827)

~~(209,000)~~

~~(206,769)~~

3935

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________________________________________________________________________________________________________________________________

(1)Includes stock-based compensation expense as follows:

Three Months Ended January 31,

Nine Months Ended January 31,

Three Months Ended July 31,

2025

2024

~~2025~~

~~2024~~

(in thousands)

~~(in thousands)~~

Cost of subscription

8,~~563~~622

87,~~674~~694

~~24,084~~

~~25,244~~

Cost of professional services

~~941~~668

~~309~~714

~~2,139~~

~~1,248~~

Sales and marketing

2124,~~860~~181

1718,~~528~~833

~~61,495~~

~~52,533~~

Research and development

19,~~896~~323

18,~~757~~431

~~56,326~~

~~52,475~~

General and administrative

11,~~392~~981

9,~~715~~011

~~30,329~~

~~27,532~~

Total stock-based compensation expense

6264,~~652~~775

54,~~983~~683

~~174,373~~

~~159,032~~

The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:

	Three Months Ended January 31,				Nine Months Ended January 31,
	Three Months Ended July 31,
	2025		2024		~~2025~~		~~2024~~
Revenue
Subscription	8786	%	9084	%	86	%	88	%
Professional services	1314		1016		14		12
Total revenue	100		100		~~100~~		~~100~~
Cost of revenue
Subscription	3859		4138		38		42
Professional services	3		12		2		2
Total cost of revenue	4162		4240		40		43
Gross profit	5938		5860		60		57
Operating expenses
Sales and marketing	6289		7360		60		67
Research and development	6092		6361		60		67
General and administrative	2634		2723		24		27
Total operating expenses	~~148~~215		~~163~~143		~~145~~		~~163~~
Loss from operations	(89178)		(~~105~~83)		~~(85)~~		~~(106)~~
Interest income	912		1311		10		14
Other (expense) income, net	(1)		1		—		—
Other income (expense), net	—		—
Loss before provision for income taxes	(81166)		(9272)		~~(75)~~		~~(93)~~
Provision for income taxes	—		1—		—		—
Net loss	(81166)	%	(9372)	%	~~(76)~~	%	~~(93)~~	%

4036

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Comparison of the Three ~~and Nine~~ Months Ended ~~January~~July 31, 2025 and 2024

Revenue

	Three Months Ended January 31,				$ Change		% Change		Nine Months Ended January 31,				$ Change		% Change
	Three Months Ended July 31,				$ Change		% Change
	2025		2024						~~2025~~		~~2024~~
	(in thousands)								~~(in thousands)~~
Revenue
Subscription	$	8560,~~679~~301	$	7073,~~400~~456	$	15(13,~~279~~155)	22(18)	%	$	~~240,297~~	$	~~198,201~~	$	~~42,096~~	21	%
Professional services	139,~~103~~960		813,~~001~~757		5(3,~~102~~797)		64(28)	%	~~40,036~~		~~25,791~~		~~14,245~~		55	%
Total revenue	$	9870,~~782~~261	$	7887,~~401~~213	$	20(16,~~381~~952)	26(19)	%	$	~~280,333~~	$	~~223,992~~	$	~~56,341~~	25	%

Subscription revenue accounted for 8786% and 9084% of our total revenue for the three months ended ~~January~~July 31, 2025 and 2024, respectively. Subscription revenue ~~increased~~decreased by $1513.32 million, or 2218%, for the three months ended ~~January~~July 31, 2025, compared to the same period last year. Approximately 2232% and 2919%, respectively, of the total subscription revenue for the three months ended July 31, 2025 and 2024 was attributable to revenue from new customers, and the remaining 7868% and 7181%, respectively, was attributable to revenue from existing customers. ~~for~~Existing customers are those from whom revenue was recognized during the three months ended ~~January~~July 31, ~~2025 and~~ 2024~~, respectively~~.

~~Subscription~~Professional ~~revenue~~services ~~accounted for 86% and 88% of our total~~ revenue ~~for~~decreased ~~the nine months ended January 31, 2025 and 2024, respectively. Subscription revenue increased~~ by $423.18 million, or 2128%, for the ~~nine~~three months ended ~~January~~July 31, 2025, compared to the same period last year~~. Approximately 15% and 19%~~, ~~respectively,~~predominantly ofdue ~~the~~to ~~total~~a ~~subscription~~decrease ~~revenue~~in ~~was~~prioritized ~~attributable~~engineering toservices ~~revenue~~of ~~from~~$2.0 million ~~new customers,~~ and ~~the~~a ~~remaining~~decrease ~~85%~~in ~~and~~professional ~~81%,~~services ~~respectively,~~of ~~was~~$1.8 million ~~attributable~~as toa ~~revenue~~result ~~from~~of ~~existing~~a ~~customers~~decrease ~~for~~in the ~~nine~~number ~~months~~of ~~ended~~implementation ~~January 31, 2025~~ and ~~2024,~~training ~~respectively~~projects.

Professional services revenue increased by $5.1 million, or 64%, for the three months ended January 31, 2025, compared to the same period last year, predominantly due to an increase in professional services of $6.5 million as a result of an increase in the number of consulting projects for C3 AI Platform and C3 AI Application customers, offset by a decrease in prioritized engineering services of $1.4 million.

Professional services revenue increased by $14.2 million, or 55%, for the nine months ended January 31, 2025, compared to the same period last year, predominantly due to an increase in professional services of $8.5 million as a result of an increase in the number of service, consulting, and training projects for C3 AI Platform and C3 AI Application customers and an increase in prioritized engineering services of $5.8 million.

Cost of Revenue

	Three Months Ended January 31,				$ Change		% Change		Nine Months Ended January 31,				$ Change		% Change
	Three Months Ended July 31,				$ Change		% Change
	2025		2024						~~2025~~		~~2024~~
	(in thousands)								~~(in thousands)~~
Cost of revenue
Subscription	$	3741,~~799~~481	$	3233,~~273~~292	$	58,~~526~~189	1725	%	$	~~106,129~~	$	~~93,644~~	$	~~12,485~~	13	%
Professional services	2,~~636~~336		~~841~~1,755		~~1,795~~581		~~213~~33	%	~~5,851~~		~~3,399~~		~~2,452~~		72	%
Total cost of revenue	$	4043,~~435~~817	$	3335,~~114~~047	$	78,~~321~~770	2225	%	$	~~111,980~~	$	~~97,043~~	$	~~14,937~~	15	%

The increase in cost of subscription revenue for the three months ended ~~January~~July 31, 2025 compared to the same period last year was primarily due to higher payroll and contractor costs of $47.1 million, and higher data center costs of $0.73 million~~, and higher software amortization costs of $0~~.~~5 million.~~

The increase in cost of ~~subscription~~professional services revenue for the ~~nine~~three months ended ~~January~~July 31, 2025 compared to the same period last year was primarily due to higher payroll and contractor costs of $70.45 million~~, higher data center costs of $3~~.~~7 million, and higher software amortization costs of $1.2 million.~~

The increase in cost of professional services revenue for the three months ended January 31, 2025 compared to the same period last year was primarily due to higher payroll and contractor costs of $1.6 million.

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The increase in cost of professional services revenue for the nine months ended January 31, 2025 compared to the same period last year was primarily due to higher payroll and contractor costs of $2.0 million, and higher other service costs of $0.2 million.

Gross Profit and Gross Margin

	Three Months Ended January 31,						$ Change		% Change		Nine Months Ended January 31,						$ Change		% Change
	Three Months Ended July 31,						$ Change		% Change
	2025			2024							~~2025~~			~~2024~~
	(in thousands)										~~(in thousands)~~
Gross profit	$	5826,~~347~~444		$	4552,~~287~~166		$	13(25,~~060~~722)	29(49)	%	$	~~168,353~~		$	~~126,949~~		$	~~41,404~~	33	%
Gross margin
Subscription	5631		%	5455		%					56		%	53		%
Professional services	8077		%	8987		%					85		%	87		%
Total gross margin	5938		%	5860		%					60		%	57		%

The ~~increase~~decrease in total gross ~~margins~~margin for the three months ended ~~January~~July 31, 2025 compared to the same period last year was driven by andecline ~~increase~~ in ~~subscription~~both ~~margin, offset by a decrease in professional services margin. The~~ subscription ~~margin for the three months ended January 31, 2025 increased as a result of the growth of subscription revenue slightly outpacing the cost of subscription revenue growth~~ and ~~higher mix of revenue from demonstration licenses. The~~ professional ~~service~~services margin decreased for the three months ended January 31, 2025 due to higher personnel-related costs as a result of an increase in the number of service projects for C3 AI Platform and C3 AI Application customers, compared to the same period last year.

The ~~increase in total gross margins for the nine months ended January 31, 2025 compared to the same period last year was driven by an increase in~~ subscription margin, ~~offset by a decrease in professional services margin. The subscription margin~~ for the ~~nine~~three months ended ~~January~~July 31, 2025 increased as a result of the growth of subscription revenue slightly outpacing the cost of subscription revenue growth and higher mix of revenue from demonstration licenses. The professional service margin for the nine months ended January 31, 2025 decreased primarily due to ~~higher~~decline ~~personnel-related costs as a result of an increase~~ in ~~the~~subscription ~~number~~revenue ofand ~~service~~higher ~~projects~~payroll ~~for C3 AI Platform~~ and C3contractor AIcosts ~~Application~~supporting ~~customers,~~initial ~~offset~~production andeployment ~~increase in prioritized engineering services revenue, compared to the same period last year~~projects.

~~Operating Expenses~~37

	Three Months Ended January 31,				$ Change		% Change		Nine Months Ended January 31,				$ Change		% Change
	2025		2024						2025		2024
	(in thousands)								(in thousands)
Operating expenses
Sales and marketing	$	61,201	$	57,140	$	4,061	7	%	$	168,969	$	150,920	$	18,049	12	%
Research and development	59,356		49,480		9,876		20	%	167,998		150,747		17,251		11	%
General and administrative	25,375		21,213		4,162		20	%	66,845		61,317		5,528		9	%
Total operating expenses	$	145,932	$	127,833	$	18,099	14	%	$	403,812	$	362,984	$	40,828	11	%

Sales and Marketing. The increase in sales and marketing expense for the three months ended January 31, 2025 compared to the same period last year was primarily due to higher payroll costs of $6.3 million as a result of additional headcount and overall costs to support the growth in our business, and increased stock-based compensation primarily related to additional equity awards granted to current and new employees, higher marketing event costs of $1.4 million, higher recruiting expenses of $0.6 million, and higher professional services costs of $0.4 million, partially offset by lower marketing costs of $4.4 million.

The increase in sales and marketing expense for the nine months ended January 31, 2025 compared to the same period last year was primarily due to higher payroll costs of $13.9 million as a result of increased headcount and overall costs to support the growth in our business, and increased stock-based compensation primarily related to additional equity awards granted to current and new employees, higher advertising spend of $8.4 million, higher marketing event costs of $1.9 million, higher professional services of $1.2 million, higher travel and entertainment expenses of $1.0 million, and higher data center costs of $0.8 million, partially offset by lower marketing costs of $11.7 million.

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~~Research and Development.~~ The ~~increase~~professional inservice ~~research~~margin ~~and~~decreased ~~development expense~~ for the three months ended ~~January~~July 31, 2025 ~~compared~~due to ~~the~~decline ~~same~~in ~~period~~prioritized ~~last~~engineering ~~year~~service ~~was~~projects ~~primarily~~compared ~~due~~ to ~~higher~~the ~~payroll~~same ~~and~~period ~~contractor~~last ~~costs of $8~~year.~~2 million, and higher data center costs of $1.0 million.~~

~~The~~Operating increase in research and development expense for the nine months ended January 31, 2025 compared to the same period last year was primarily due to higher payroll and contractor costs of $16.9 million.Expenses

General and Administrative. The increase in general and administrative expense for the three months ended January 31, 2025 compared to the same period last year was primarily due to higher payroll costs of $2.4 million as a result of additional headcount and overall costs to support the growth in our business and increased stock-based compensation primarily related to additional equity awards granted to current and new employees, higher professional services costs of $0.2 million and higher other general and administrative costs.


	Three Months Ended July 31,				$ Change		% Change
	2025		2024
	(in thousands)
Operating expenses
Sales and marketing	$	62,513	$	52,125	$	10,388	20	%
Research and development	64,651		52,927		11,724		22	%
General and administrative	24,099		19,700		4,399		22	%
Total operating expenses	$	151,263	$	124,752	$	26,511	21	%

Sales and Marketing. The increase in ~~general~~sales and ~~administrative~~marketing expense for the ~~nine~~three months ended ~~January~~July 31, 2025 compared to the same period last year was primarily due to higher payroll costs of $315.71 million as a result of ~~increased~~additional headcount and overall costs to support the growth in our business, and increased stock-based compensation primarily related to additional equity awards granted to current and new employees ~~and higher other general and administrative costs~~, partially offset by lower ~~corporate~~advertising ~~insurance~~and marketing costs of $16.30 million.

Research and Development. The increase in research and development expense for the three months ended July 31, 2025 compared to the same period last year was primarily due to higher payroll and contractor costs of $9.4 million and higher data center costs of $1.4 million.

General and Administrative. The increase in general and administrative expense for the three months ended July 31, 2025 compared to the same period last year was primarily due to higher payroll costs of $4.0 million as a result of additional headcount and overall costs to support the growth in our business and increased stock-based compensation primarily related to additional equity awards granted to current and new employees, and higher professional services costs of $0.7 million.

Interest Income

Three Months Ended January 31,

$ Change

% Change

Nine Months Ended January 31,

$ Change

% Change

Three Months Ended July 31,

$ Change

% Change

2025

2024

~~2025~~

~~2024~~

(in thousands)

~~(in thousands)~~

Interest income

8,~~677~~218

910,~~995~~003

(1,~~318~~785)

(1318)

~~28,240~~

~~30,597~~

~~(2,357)~~

~~(8)~~

The decrease in interest income for the three months ended ~~January~~July 31, 2025 compared to the same period last year was primarily due to higher prevailing interest rates on our marketable securities portfolio and higher volume of investments in the three months ended ~~January~~July 31, 2024.

~~The~~Other ~~decrease~~Income ~~in interest income for the nine months ended January 31~~(Expense), ~~2025 compared to the same period last year due to higher prevailing interest rates on our marketable securities portfolio and higher volume of investments in the nine months ended January 31, 2024.~~Net

Other (Expense) Income, Net


	Three Months Ended July 31,				$ Change		% Change
	2025		2024
	(in thousands)
Other income (expense), net	$	132	$	28	$	104	371	%

	Three Months Ended January 31,				$ Change		% Change		Nine Months Ended January 31,				$ Change		% Change
	2025		2024						2025		2024
	(in thousands)								(in thousands)
Other (expense) income, net	$	(957)	$	409	$	(1,366)	(334)	%	$	(916)	$	(468)	$	(448)	(96)	%

The increase in other income (expense), net for the three months ended July 31, 2025 compared to the same period last year was primarily due to higher foreign currency gains on the remeasurement of Euro-denominated cash and accounts receivable balances, in the three months ended July 31, 2025.

The decrease in other (expense) income, net for the three months ended January 31, 2025 compared to the same period last year was primarily due to higher foreign currency losses on the remeasurement of Euro-denominated cash and accounts receivable balances, in the three months ended January 31, 2025.38

The increase in other (expense) income, net for the nine months ended January 31, 2025 compared to the same period last year was primarily due to foreign currency losses on the remeasurement of Euro-denominated cash and accounts receivable balances, in the nine months ended January 31, 2025.

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Provision for Income Taxes

Three Months Ended January 31,

$ Change

% Change

Nine Months Ended January 31,

$ Change

% Change

Three Months Ended July 31,

$ Change

% Change

2025

2024

~~2025~~

~~2024~~

(in thousands)

~~(in thousands)~~

Provision for income taxes

~~336~~300

~~489~~272

~~(153)~~28

~~(31)~~10

~~865~~

~~863~~

—

The change in provision for income taxes for the three ~~and nine~~ months ended ~~January~~July 31, 2025 compared ~~with~~to the same period last year 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) provided by operating activities less purchases of property and equipment ~~and capitalized software development costs~~. 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.

	Nine Months Ended January 31,
	Three Months Ended July 31,
	2025		2024
	(in thousands)
Net cash used in operating activities	$	(52,671)	$	(83,705)
Net cash (used in) provided by operating activities	$	(33,535)	$	8,042
Less:
Purchases of property and equipment	(~~2,101~~760)		(~~22,718~~924)
Capitalized software development costs	—		(2,750)
Free cash flow	$	(34,295)	$	7,118
Free cash flow	$	(54,772)	$	(109,173)
Net cash used in investing activities	$	(51,171)	$	(41,550)
Net cash used in investing activities	$	(6,542)	$	(92,600)
Net cash provided by financing activities	$	1,289	$	182
Net cash provided by financing activities	$	17,161	$	6,037

Liquidity and Capital Resources

Since inception, we have financed operations primarily through sales generated from our customers and sales of equity securities. As of ~~January~~July 31, 2025 and April 30, ~~2024~~2025, we had $~~125~~80.19 million and $~~167~~164.14 million of cash and cash equivalents and $~~599~~631.20 million and $~~583~~578.23 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 $1.35 billion as of ~~January~~July 31, 2025. 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.

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We believe that existing cash, 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:~~ 39

	Nine Months Ended January 31,
	2025		2024
	(in thousands)
Net cash used in operating activities	$	(52,671)	$	(83,705)
Net cash used in investing activities	$	(6,542)	$	(92,600)
Net cash provided by financing activities	$	17,161	$	6,037
Net decrease in cash, cash equivalents, and restricted cash	$	(42,052)	$	(170,268)

Operating Activities. Net cash used in operating activities of $52.7 million for the nine months ended January 31, 2025 was due to our net loss of $209.0 million adjusted for certain non-cash items, primarily consisting of stock-based compensation of $174.4 million, cash outflows related to changes in operating assets and liabilities of $19.0 million, accretion of discounts on marketable securities of $10.7 million, and depreciation and amortization of $9.2 million. The $19.0 million of cash outflows related to changes in operating assets and liabilities was primarily attributable to an increase in accounts receivable of $52.0 million and a decrease to deferred revenue of $6.0 million. This was partially offset by an increase in accounts payable of $16.9 million, an increase in other liabilities of $12.5 million, an increase in accrued compensation of $7.6 million, an increase in lease liabilities of $1.4 million, and a decrease in prepaid expenses, other current assets and other assets of $0.6 million.

Net cash used in operating activities of $83.7 million for the nine months ended January 31, 2024 was due to net loss of $206.8 million adjusted for certain non-cash items, primarily consisting of stock-based compensation of $159.0 million, cash outflows related to changes in operating assets and liabilities of $33.0 million, accretion of discounts on marketable securities of $13.2 million, and depreciation and amortization of $9.5 million. The $33.0 million of cash outflows related to changes in operating assets and liabilities was primarily attributable to an increase in accounts receivable of $38.9 million, a decrease to deferred revenue of $6.5 million, a decrease in accounts payable of $4.9 million, and an increase in prepaid expenses, other current assets and other assets of $3.4 million. This was partially offset by cash inflows related to an increase in lease liabilities of $14.3 million, and an increase in other liabilities of $6.3 million.

Investing Activities. Net cash used in investing activities of $6.5 million for the nine months ended January 31, 2025 was attributable to purchases of marketable securities of $518.8 million and capital expenditures of $2.1 million mainly related to the computer equipment and servers, offset by maturities and sales of marketable securities of $514.4 million.

Net cash used in investing activities of $92.6 million for the nine months ended January 31, 2024 was attributable to purchases of marketable securities of $657.4 million and capital expenditures of $25.5 million mainly related to the leasehold improvements associated with the new leased space, offset by maturities and sales of marketable securities of $590.3 million.

Financing Activities. Net cash provided by financing activities of $17.2 million during the nine months ended January 31, 2025 was due to $19.6 million of proceeds from the exercise of stock options for Class A common stock, $5.0 million of proceeds from issuance of Class A common stock under the 2020 ESPP, partially offset by $7.5 million of taxes paid related to net share settlement of equity awards.

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~~Net~~The ~~cash~~following ~~provided~~table bysummarizes ~~financing~~our ~~activities~~cash offlows ~~$6.0 million during the nine months ended January 31, 2024 was due to $11.4 million of proceeds from the exercise of stock options~~ for ~~Class A common stock and $5.1 million of proceeds from~~ the ~~issuance~~periods ofpresented: ~~Class A common stock under the ESPP, offset by $10.4 million of taxes paid related to net share settlement of equity awards.~~


	Three Months Ended July 31,
	2025		2024
	(in thousands)
Net cash (used in) provided by operating activities	$	(33,535)	$	8,042
Net cash used in investing activities	$	(51,171)	$	(41,550)
Net cash provided by financing activities	$	1,289	$	182
Net decrease in cash, cash equivalents, and restricted cash	$	(83,417)	$	(33,326)

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 three months ended July 31, 2025, cash used in operating activities was $33.5 million, an increase of $41.6 million compared to the same period last year. The increase was primarily attributable to an increase in cash paid for payroll and related costs, and to vendors, partially offset by an increase in cash received from customers.

Investing Activities. Net cash used in investing activities of $51.2 million for the three months ended July 31, 2025 was attributable to purchases of marketable securities of $206.5 million and capital expenditures of $0.8 million mainly related to computer equipment and servers, partially offset by maturities and sales of marketable securities of $156.1 million.

Net cash used in investing activities of $41.6 million for the three months ended July 31, 2024 was attributable to purchases of marketable securities of $230.9 million and capital expenditures of $0.9 million mainly related to the leasehold improvements associated with the new leased space, partially offset by maturities and sales of marketable securities of $190.3 million.

Financing Activities. Net cash provided by financing activities of $1.3 million during the three months ended July 31, 2025 was due to proceeds from the exercise of stock options for Class A common stock.

Net cash provided by financing activities of $0.2 million during the three months ended July 31, 2024 was due to $3.1 million of proceeds from the exercise of stock options for Class A common stock, partially offset by $2.9 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. Commitments and Contingencies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Except as disclosed in Note 6., there has been no other material change in our contractual obligations and commitments other than in the ordinary course of business since our fiscal year ended April 30, ~~2024~~2025. See our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2024~~2025, which was filed with the SEC on June 1823, ~~2024~~2025, for additional information regarding our contractual obligations.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of condensed 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.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates discussed in the Annual Report on Form 10-K for the fiscal year ended April 30, 2024, which was filed with the SEC on June 18, 2024. 40

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

Interest Rate Risk

As of ~~January~~July 31, 2025, we had cash, cash equivalents, and marketable securities of $~~724~~711.39 million. As of April 30, ~~2024~~2025, we had cash, cash equivalents, and marketable securities of $~~750~~742.47 million. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. As of ~~January~~July 31, 2025, a hypothetical 10% relative change in interest rates would not have had a material impact on the value of our cash equivalents or marketable securities portfolio. Any realized gains or losses resulting from such interest rate changes would only occur if we sold the marketable securities prior to maturity.

Foreign Currency Exchange Risk

Our functional currency is the U.S. dollar. For ~~the~~each ~~three~~of ~~months ended January 31, 2025 and 2024, approximately 4% and 4%, respectively, and for~~ the ~~nine~~three months ended ~~January~~July 31, 2025 and 2024, approximately ~~4% and~~ 5%, ~~respectively,~~ of our sales were denominated in euros, and therefore our revenue, accounts receivable, and cash deposits are subject to foreign currency risk. Our foreign operating expenses are denominated in the local currencies of the countries in which we operate. Our ~~condensed~~ consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. A hypothetical 10% change in foreign currency exchange rates may result in a material impact on our unaudited condensed ~~consolidated~~ financial statements. To mitigate our risks associated with fluctuations in foreign currency exchange rates, we enter into foreign currency forward contracts to hedge a portion of our forecasted foreign currency denominated expenses. These foreign currency forward contracts are intended to reduce foreign exchange impact on our forecasted expenses.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. If our costs were to become subject to significant inflationary pressures, including higher employee compensation costs, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, or results of operations.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Based on such evaluation, our management, including our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, human error, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Except as disclosed in Note 6. Commitments and Contingencies—Legal Proceedings in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, we are not presently a party to any other such litigation the outcome of which, we believe, if determined adversely to us, would individually, or taken together, have a material adverse effect on our business, operating results, cash flows, or financial condition.

ITEM 1A. RISK FACTORS

You should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes. Our business, results of operations, financial condition and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references to our business being harmed in these risk factors will include harm to our business, C3 AI Software (which includes our C3 Agentic AI Platform, C3 AI Applications and C3 Generative AI), reputation, brand, financial condition, results of operations, and prospects. In such event, the market price of our Class A common stock could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Our Industry

We have a history of losses, we anticipate our operating expenses will continue to increase in the future, and we may not be able to achieve or maintain profitability in the future.

We incurred net losses in each period since our founding in 2009. We generated net losses of approximately $80116.28 million and $7262.68 million for the three months ended ~~January~~July 31, 2025 and 2024, respectively~~, and $209~~.~~0 million~~ ~~and $206.8 million for the nine months ended January 31, 2025 and 2024, respectively.~~ As a result, we had an accumulated deficit of $1.35 billion as of ~~January~~July 31, 2025. We expect to continue to incur net losses for the foreseeable future. These losses and accumulated deficit reflect the substantial investments we made to acquire new customers, commercialize our C3 AI Software, and continue to develop our C3 AI Software. While we have experienced revenue growth in recent periods, we do not know whether or when we will generate sufficient revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future results of operations if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our C3 AI Software and business, including:

•investments in our research and development team and in the development of new features and enhancements of our C3 AI Software, including the hiring of additional development staff, and fees paid to third parties for related enhancements;

•investments in sales, marketing, and services, including expanding our sales force and our customer service team, increasing our customer base, increasing market awareness of our C3 AI Software, and development of new technologies;

•expanding our operations and infrastructure; and

•hiring additional employees.

We will also face increased compliance costs associated with growth, the expansion of our customer base, and being a public company. Our efforts to grow our business may be costlier than we expect, our revenue growth may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, such as the other risks described herein, unforeseen expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and Class A common stock may significantly decrease.

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Further, in future periods, our revenue growth may be adversely impacted due to a number of factors, including a reduction in demand for our C3 AI Software, reduction in consumption of our C3 AI Software, increased competition, contraction of our overall market, our inability to accurately forecast demand for our C3 AI Software, or our failure, for any reason, to capitalize on growth opportunities. We experienced a decline in revenue and an increase in operating losses in the first quarter of fiscal year 2026, as compared to the previous quarter and as compared to one year prior. The results were attributed, in part, to disruption from a comprehensive restructuring of our global sales and services organizations and our Executive Chairman’s unanticipated health limitations during the quarter. Our results of operations may continue to be negatively impacted by our Executive Chairman’s ability to engage in oversight of our sales and marketing organization and/or our announced CEO transition. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change, or if we do not address these risks successfully, our business will be harmed.

Historically, a limited number of customers have accounted for a substantial portion of our revenue. If existing customers do not renew their contracts with us, or if our relationships with our largest customers are impaired or terminated, our revenue and remaining performance obligations could decline, and our results of operations would be adversely impacted.

Certain of our customers, including customers that, at the time, represented a significant portion of our business, have in the past reduced their spend with us or decided to not renew their subscriptions with us, which has reduced our anticipated future payments or revenue from these customers. It is not possible for us to predict the future level of demand from our larger customers for our C3 AI Software. In addition, our average total subscription contract value is decreasing, and we expect it to continue to decrease as we expand our customer base beyond a small number of large customers to a larger number of smaller customers.

Our customers generally have no obligation to renew, upgrade, or expand their subscriptions with us after the terms of their existing subscriptions expire. In addition, our customers may opt to decrease their usage of our C3 AI Software. As a result, we cannot provide assurance that our customers will renew, upgrade, or expand their subscriptions with us, if they renew at all. If one or more of our customers elect not to renew their subscriptions with us, or if our customers renew their subscriptions with us for shorter time periods, or if our customers decrease their usage of our C3 AI Software, or if our customers otherwise seek to renegotiate terms of their existing agreements on terms less favorable to us, our business and results of operations would be adversely affected and our revenue and remaining performance obligations could decline. This adverse impact would be even more pronounced for customers that represent a material portion of our revenue or business operations.

Our business depends on our ability to attract new customers and on our existing customers purchasing additional subscriptions from us and renewing their existing subscriptions.

To increase our revenue, we must continue to attract new customers. Our success will depend to a substantial extent on the widespread adoption of our C3 AI Software. Although demand for data management, ML, analytics, and AI platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. Numerous factors may impede our ability to add new customers, including but not limited to, our failure to compete effectively against alternative products or services, to attract and effectively train new sales and marketing personnel, to develop or expand relationships with partners and resellers, to successfully innovate and deploy new applications and other solutions, to provide a quality customer experience and customer support, or to ensure the effectiveness of our marketing programs. If we are not able to attract new customers, it will have an adverse effect on our business, financial condition and results of operations.

In addition, our future success depends on our ability to sell additional subscriptions for our C3 AI Software to our existing customers, and our customers renewing their subscriptions when the contract term expires. Our customers generally have no contractual obligation to renew, upgrade, or expand their subscriptions after the terms of their existing subscriptions expire. Similarly, after completing a pilot or trial, customers do not have an obligation to continue to license our products, and we may not be able to convert pilot or trial customers into customers purchasing ongoing subscriptions or continue with a monthly consumption-based fee. In addition, our customers may opt to decrease their usage of our C3 AI Software. Given our limited experience with customer renewals of our AI products and services, we may not be able to accurately predict customer renewal rates. Our customers’ renewal and expansion commitments may decline or fluctuate as a result of a number of factors, including, but not limited to, their satisfaction with our C3 AI Software and our customer support, the frequency and severity of software and implementation errors or other reliability issues, the pricing of our subscriptions or competing solutions, changes in their IT budget, the effects of global economic conditions, and our customers’ financial circumstances, including their ability to maintain or expand their spending levels. In order for us to maintain or improve our results of operations, it is important that our customers renew or expand their subscriptions with us. If our customers do not purchase additional subscriptions, increase their usage of our software, or renew their subscriptions with us, our business, financial condition, and results of operations may be harmed.45

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WeIn ~~have~~addition, ~~limited~~our ~~historical~~future ~~experience~~success ~~with~~depends ~~supporting~~on orour ~~selling~~ability to ~~smaller~~sell additional subscriptions for our C3 AI Software to our existing customers, ~~non-enterprise~~and our customers renewing their subscriptions when the contract term expires. WeOur ~~intend~~customers generally have no contractual obligation to ~~grow~~renew, ~~our~~upgrade, ~~customer~~or ~~base~~expand ~~and~~their ~~further~~subscriptions ~~contribute~~after the terms of their existing subscriptions expire. Similarly, after completing an initial production deployment, customers do not have an obligation to continue to license our ~~overall~~products, ~~growth~~and bywe ~~introducing~~may ~~product~~not ~~offerings~~be able to convert initial production deployment or trial customers into customers purchasing ongoing subscriptions or continue with a ~~lower~~monthly ~~entry~~consumption-based ~~price~~fee. ~~point~~In addition, ~~such~~our ascustomers ~~our~~may ~~no-code~~opt ~~offering~~to decrease their usage of our C3 AI ~~Ex Machina~~Software. ~~However,~~Given byour ~~broadening~~limited ~~our~~experience with customer ~~base~~renewals toof ~~include~~our ~~smaller~~AI orproducts ~~mid-size~~and ~~customers~~services, we ~~will~~may not be ~~faced~~able ~~with~~to ~~risks~~accurately ~~that~~predict ~~may~~customer ~~not~~renewal berates. ~~present~~Our customers’ renewal and expansion commitments may decline or ~~that~~fluctuate ~~are~~as ~~present~~a toresult of a ~~lesser~~number ~~extent~~of ~~with~~factors, ~~respect~~including, tobut ~~sales~~not limited to, ~~large~~their ~~organizations.~~satisfaction ~~Because~~with ofour C3 AI Software and our ~~limited~~customer ~~experience~~support, inthe ~~supporting~~frequency and severity of software and implementation errors or ~~selling~~other toreliability ~~smaller~~issues, ~~non-enterprise~~the ~~customers,~~pricing weof ~~may~~our besubscriptions ~~unsuccessful~~or competing solutions, changes in ~~our~~their ~~efforts~~IT tobudget, ~~get~~the ~~future~~effects ~~smaller~~of global economic conditions, and our customers’ financial circumstances, including their ability to ~~renew~~maintain or expand their ~~subscriptions~~spending levels. In order for us to maintain or improve our ~~offerings.~~results Ifof ~~such~~operations, ~~customers~~it dois ~~not~~important that our customers renew or expand their ~~agreements~~subscriptions orwith ~~renew~~us. onIf ~~less~~our ~~favorable~~customers ~~terms~~do ornot ~~for~~purchase ~~less~~additional ~~usage~~subscriptions, ~~our~~increase ~~revenue~~their ~~may~~usage ~~grow~~of ~~more~~our ~~slowly~~software, ~~than~~or ~~expected~~renew ortheir ~~decline,~~subscriptions ~~and~~with us, our business, financial condition, and results of operations may be harmed.

We have limited historical experience with supporting or selling to smaller, non-enterprise customers. We intend to grow our customer base and further contribute to our overall growth by introducing product offerings with a lower entry price point. However, by broadening our customer base to include smaller or mid-size customers, we will be faced with risks that may not be present or that are present to a lesser extent with respect to sales to large organizations. Because of our limited experience in supporting or selling to smaller, non-enterprise customers, we may be unsuccessful in our efforts to get future smaller customers to renew or expand their subscriptions to our offerings. If such customers do not renew their agreements or renew on less favorable terms or for less usage, our revenue may grow more slowly than expected or decline, and our business, financial condition, and results of operations may be harmed.

Achieving renewal or expansion of usage and subscriptions may require us to engage increasingly in sophisticated and costly sales and support efforts that may not result in additional sales. In addition, the rate at which our customers expand the deployment of our C3 AI Software depends on a number of factors. If our efforts to expand our relationships with our customers are not successful, our business, financial condition, and results of operations may be harmed.

Because we derive substantially all of our revenue from subscriptions to our C3 AI Software and Center of Excellence support services, failure of Enterprise AI solutions in general and our C3 AI Software in particular to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects.

We derive and expect to continue for the foreseeable future to derive substantially all of our revenue from subscriptions to our C3 AI Software and Center of Excellence support services. As such, the market acceptance of Enterprise AI solutions in general, and our C3 AI Software in particular, are critical to our continued success. Market acceptance of an Enterprise AI solution depends in part on market awareness of the benefits that Enterprise AI can provide over legacy products, emerging point products, and manual processes. In addition, in order for cloud-based Enterprise AI solutions to be widely accepted, organizations must overcome any concerns with placing sensitive information on a cloud-based platform. Demand for our C3 AI Software in particular is affected by a number of other factors, some of which are beyond our control. These factors include continued market acceptance of our C3 AI Software, the pace at which existing customers realize benefits from the use of our C3 AI Software and decide to expand deployment of our C3 AI Software across their business, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. We expect that the needs of our customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our C3 AI Software continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of Enterprise AI solutions in general or our C3 AI Software in particular, our business operations, financial results, and growth prospects will be materially and adversely affected.

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Our current C3 AI Software, as well as applications, features, and functionality that we may introduce in the future, may not be widely accepted by our customers, may receive negative attention or may require us to compensate or reimburse third parties, any of which may lower our margins and harm our business.

Our ability to engage, retain, and increase our base of customers and to increase our revenue will depend on our ability to successfully create new applications, features, and functionality, both independently and together with third parties. We may introduce significant changes to our existing C3 AI Software or develop and introduce new and unproven applications, including technologies with which we have little or no prior development or operating experience. These new applications and updates may fail to engage, retain, and increase our base of customers or may suffer from lag in adoption. New applications may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such applications to new and existing customers. The short- and long-term impact of any major change to our C3 AI Software, or the introduction of new applications, is particularly difficult to predict. If new or enhanced applications fail to engage, retain, and increase our base of customers, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such applications, any of which may harm our business.

In addition, we are required to compensate or reimburse third parties in connection with certain sales of our current C3 AI Software as part of our partner relationships. New applications, features and functionality that we introduce in the future or new partner relationships may increase the amount of compensation or reimbursement we pay to third parties. Any future requirement or increase in the rate that we compensate or reimburse third parties would lower our profit margins and harm our business.

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We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

The market for our products is intensely competitive and characterized by rapid changes in technology, customer requirements, and industry standards, and frequent new platform and application introductions and improvements. We anticipate continued competitive challenges from current competitors who address different aspects of our offerings. We also expect competitive challenges from new entrants into the industry. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate and revenue that could adversely affect our business and results of operations.

Our main sources of current and potential competition fall into several categories:

•internal IT organizations that develop internal solutions and provide self‑support for their enterprises;

•commercial enterprise and point solution software providers;

•open source software providers with data management, ML, and analytics offerings;

•public cloud providers offering discrete tools and micro-services with data management, ML, and analytics functionality;

•system integrators that develop and provide custom software solutions;

•legacy data management product providers; and

•strategic and technology partners who may also offer our competitors’ technology or otherwise partner with them, including our strategic partners who may offer a substantially similar solution based on a competitor’s technology or internally developed technology that is competitive with ours.

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

•greater name recognition, longer operating histories, and larger customer bases;

•larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products;

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•broader, deeper, or otherwise more established relationships with technology, channel, and distribution partners and customers;

•wider geographic presence or greater access to larger customer bases;

•greater focus in specific geographies or industries;

•lower labor and research and development costs;

•larger and more mature intellectual property portfolios; and

•substantially greater financial, technical, and other resources to provide support, make acquisitions, hire talent, and develop and introduce new products.

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Some of our larger competitors have substantially broader and more diverse platform and application offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages potential customers from subscribing to our C3 AI Software, including by selling at zero or negative margins, bundling with other offerings, or offering closed technology platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of platform or application performance or features. As a result, even if the features of our C3 AI Software are superior, potential customers may not purchase our offerings. These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns or other significant reductions in capital spending by customers. If we are unable to sufficiently differentiate our solutions from the integrated or bundled products of our competitors, such as by offering enhanced functionality, performance or value, we may see a decrease in demand for our offerings, which could adversely affect our business, operating results, and financial condition.

Moreover, new innovative start‑up companies, and larger companies that are making significant investments in research and development, may introduce products that have greater performance or functionality, are easier to implement or use, or incorporate technological advances that we have not yet developed or implemented, or may invent similar or superior technologies that compete with ours. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

Some of our competitors have made or could make acquisitions of businesses that allow them to offer more competitive and comprehensive solutions. As a result of such acquisitions, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these platforms and applications to market, initiate or withstand substantial price competition, or develop and expand their product and service offerings more quickly than we can. These competitive pressures in our market or our failure to compete effectively may result in fewer orders, reduced revenue and gross margins, and loss of market share. In addition, it is possible that industry consolidation may impact customers’ perceptions of the viability of smaller or even mid‑size software firms and consequently customers’ willingness to purchase from such firms.

We may not compete successfully against our current or potential competitors. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition, and results of operations could be adversely affected. In addition, companies competing with us may have an entirely different pricing or distribution model. Increased competition could result in fewer customer orders, price reductions, reduced operating margins, and loss of market share. Further, we may be required to make substantial additional investments in research, development, marketing, and sales in order to respond to such competitive threats, and we cannot assure you that we will be able to compete successfully in the future.

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Our sales cycles can be long and unpredictable, particularly with respect to large subscriptions, and our sales efforts require considerable time and expense.

Our results of operations may fluctuate, in part, because of the complexity of customer problems that our C3 AI Software address, the resource‑intensive nature of our sales efforts, the length and variability of the sales cycle for our C3 AI Software, and the difficulty in making short‑term adjustments to our operating expenses. The timing of our sales is difficult to predict. The length of our sales cycle can vary substantially from customer to customer and can extend over a number of years for some customers. Our sales efforts involve educating our customers about the use, technical capabilities, and benefits of our C3 AI Software. Customers often undertake a prolonged evaluation process, which frequently involves not only our C3 AI Software but also those of other companies. In addition, the size of potential customers may lead to longer sales cycles. For instance, we invest resources into sales to large organizations and large organizations typically undertake a significant evaluation and negotiation process due to their leverage, size, organizational structure and approval requirements, all of which can lengthen our sales cycle. We may also face unexpected deployment challenges with large organizations or more complicated deployment of our C3 AI Software. Large organizations may demand additional features, support services, and pricing concessions or require additional security management or control features. Some organizations may also require an on-premise solution rather than a cloud solution, which potentially requires additional implementation time and potentially a longer sales cycle. We may spend substantial time, effort and money on sales efforts to large organizations without any assurance that our efforts will produce any sales or that these customers will deploy our C3 AI Software widely enough across their organization to justify our substantial upfront investment. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers.

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Individual sales have historically and may in the future represent a large proportion of our overall sales during any given period, which impacts our ability to plan and manage cash flows and margins. These large individual sales have, in some cases, occurred in quarters or years subsequent to those we anticipated, or have not occurred at all. If our sales cycle lengthens or our substantial upfront investments do not result in sufficient revenue to justify our investments, our operating results could be adversely affected. In addition, within each quarter or year, it is difficult to project when a deal will close. Therefore, it is difficult to determine whether we are achieving our quarterly or annual expectations until near the end of the applicable quarter or year. Most of our expenses are relatively fixed or require time to adjust. Therefore, if expectations for our business are not accurate, we may not be able to adjust our cost structure on a timely basis, and our margins and cash flows may differ from expectations.

Certain revenue metrics such as net dollar-based retention rate or annual recurring revenue may not be accurate indicators of our future financial results.

Other subscription-based software companies often report on metrics such as net dollar-based revenue retention rate, annual recurring revenue or other revenue metrics, and investors and analysts sometimes look to these metrics as indicators of business activity in a period for businesses such as ours. However, due to our dependence on a small number of high-value customer contracts, these metrics are not accurate indicators of future revenue for any given period of time because the gain or loss of even a single high-value customer contract could cause significant volatility in these metrics. If investors and analysts view our business through these metrics, the trading price of our Class A common stock may be adversely affected.

Changes in our subscription or pricing models could adversely affect our operating results.

As the markets for our subscriptions grow, as new competitors introduce new products or services that compete with ours, or as we enter into new international markets, we may be unable to attract new customers at the same price or based on the same pricing model as we have historically used. Regardless of pricing model used, large customers may demand higher price discounts than in the past. Our competitors may also introduce new products that compete with ours or reduce their prices, or we may be unable to attract new customers or retain existing customers based on our historical subscription and pricing models. As a result, we may be required to reduce our prices, offer shorter contract durations or offer alternative pricing models, any of which could adversely affect our business.

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We have limited experience with respect to determining the optimal prices for subscriptions for our C3 AI Software. In the past, we have been able to increase our prices for our C3 AI Software, but we may choose not to introduce or be unsuccessful in implementing future price increases or changes in our pricing models. In the second quarter of fiscal year 2023, we announced a change to our go-to-market strategy. This change includes a way for new customers to utilize our products at a smaller initial contract size and pay for services based on their monthly consumption of vCPU hours, rather than payment pursuant to a purely subscription-based payment option. Unlike customers utilizing our subscription-based option, in which revenue is recognized ratably over the term of the subscription, for customers utilizing our new consumption-based payment option, we will recognize revenue on consumption. Because such customers will have flexibility in the timing of their consumption, we do not have the same visibility into the timing of revenue recognition for such customers that we have with our subscription-based customers. There is a risk that customers using the consumption-based option will consume our platform more slowly than we expect, and our actual results may differ from our forecasts. This risk may increase as more customers move to the consumption-based model. Further, investors and securities analysts may not understand how our consumption-based option differs from our subscription-based option, or the intersection of our consumption-based option and our subscription-based option. If our results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our Class A common stock could decline substantially, and we could face costly lawsuits, including securities class actions.

Given our limited experience with our current pricing models, we may not be able to accurately predict customer renewal or retention rates. As a result, we may be required or choose to reduce our prices or change our pricing model, which could harm our business, results of operations, and financial condition.

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Our revenue growth depends in part on the success of our strategic relationships with third parties, including channel partners, and if we are unable to establish and maintain successful relationships with them, our business, operating results, and financial condition could be adversely affected.

We seek to grow our partner ecosystem as a way to grow our business. We anticipate that we will continue to establish and maintain relationships with third parties, such as channel partners, resellers, OEMs, system integrators, independent software and hardware vendors, and platform and cloud service providers. For example, in June 2019, we entered into a strategic collaboration with Baker Hughes whereby Baker Hughes operates as the exclusive channel partner and reseller of our C3 AI Software in the oil and gas industry and a non-exclusive reseller in other industries. This arrangement was most recently revised in January 2023 and ~~continues~~again ~~until~~in April 30, 2025~~, with options to renew~~. We also have strategic relationships with AWS, FIS, Google Cloud, Microsoft, and Raytheon.

We plan to continue to establish and maintain similar strategic relationships in certain industry verticals and otherwise, and we expect our channel partners to become an increasingly important aspect of our business. However, these strategic relationships could limit our ability in the future to compete in certain industry verticals and, depending on the success of our third-party partners and the industries that those partners operate in generally, may negatively impact our business because of the nature of strategic alliances, exclusivity provisions, or otherwise. We work closely with select vendors to design solutions to specifically address the needs of certain industry verticals or use cases within those verticals. As our agreements with strategic partners terminate or expire, we may be unable to renew or replace these agreements on comparable terms, or at all.

Our future growth in revenue and ability to achieve and sustain profitability depends in part on our ability to identify, establish, and retain successful strategic partner relationships in the United States and internationally, which will take significant time and resources and involve significant risk. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute our C3 AI Software. We cannot be certain that we will be able to negotiate commercially attractive terms with any strategic partner, if at all. In addition, all channel partners must be trained to distribute our C3 AI Software. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training. If we do not succeed in identifying suitable strategic partners or maintain our relationships with such partners, our business, operating results, and financial condition may be adversely affected.

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Moreover, we cannot guarantee that the partners with whom we have strategic relationships will continue to devote the resources necessary to expand our reach and increase our distribution. In addition, customer satisfaction with services and other support from our strategic partners may be less than anticipated, negatively impacting anticipated revenue growth and results of operations. We cannot be certain that these partners will prioritize or provide adequate resources to selling our C3 AI Software. Further, some of our strategic partners offer competing platforms and applications or also work with our competitors. As a result of these factors, many of the companies with whom we have strategic alliances may choose to pursue alternative technologies and develop alternative platforms and applications in addition to or in lieu of our C3 AI Software, either on their own or in collaboration with others, including our competitors. We cannot assure you that our strategic partners will continue to cooperate with us. In addition, actions taken or omitted to be taken by such parties may adversely affect us. Moreover, we rely on our channel partners to operate in accordance with the terms of their contractual agreements with us. For example, our agreements with our channel partners limit the terms and conditions pursuant to which they are authorized to resell or distribute our C3 AI Software and offer technical support and related services. If we are unsuccessful in establishing or maintaining our relationships with third parties, or if our strategic partners do not comply with their contractual obligations to us, our business, operating results, and financial condition may be adversely affected. Even if we are successful in establishing and maintaining these relationships with third parties, we cannot assure you that these relationships will result in increased customer usage of our C3 AI Software or increased revenue to us.

In addition, some of our sales to government entities have been made, and in the future may be made, indirectly through our channel partners. Government entities may have statutory, contractual, or other legal rights to terminate contracts with our channel partners for convenience or due to a default, and, in the future, if the portion of government contracts that are subject to renegotiation or termination at the election of the government entity are material, any such termination or renegotiation may adversely impact our future operating results. In the event of such termination, it may be difficult for us to arrange for another channel partner to sell our C3 AI Software to these government entities in a timely manner, and we could lose sales opportunities during the transition. Government entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government entity refusing to renew its subscription to our C3 AI Software, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities.

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If the market for our C3 AI Software fails to grow as we expect, or if businesses fail to adopt our C3 AI Software, our business, operating results, and financial condition could be adversely affected.

It is difficult to predict customer adoption rates and demand for our C3 AI Software, the entry of competitive platforms, or the future growth rate and size of the cloud-based software and software-as-a-service business software markets. A substantial majority of our revenue has come from sales of our subscription-based software products, which we expect to continue for the foreseeable future. Although demand for data management, ML, and analytics platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. We cannot be sure that this market will continue to grow or, even if it does grow, that businesses will adopt our C3 AI Software. Our future success will depend in large part on our ability to further penetrate the existing market for Enterprise AI software, as well as the continued growth and expansion of what we believe to be an emerging market for Enterprise AI platforms and applications that are faster, easier to adopt, and easier to use. Our ability to further penetrate the Enterprise AI market depends on a number of factors, including the cost, performance, and perceived value associated with our C3 AI Software, as well as customers’ willingness to adopt a different approach to data analysis. We have spent, and intend to keep spending, considerable resources to educate potential customers about digital transformation, AI, and ML in general and our C3 AI Software in particular. However, we cannot be sure that these expenditures will help our C3 AI Software achieve any additional market acceptance. Furthermore, potential customers may have made significant investments in legacy analytics software systems and may be unwilling to invest in new platforms and applications. If the market fails to grow or grows more slowly than we currently expect or businesses fail to adopt our C3 AI Software, our business, operating results, and financial condition could be adversely affected.

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If we fail to respond to rapid technological changes, extend our C3 AI Software, or develop new features and functionality, our ability to remain competitive could be impaired.

The market for our C3 AI Software is characterized by rapid technological change and frequent new platform and application introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of platforms and applications embodying new technologies can quickly make existing platforms and applications obsolete and unmarketable. Data management, ML, and analytics platforms and applications are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced platforms and applications. The success of any enhancements or improvements to our existing C3 AI Software or any new applications depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance.

Our ability to grow our customer base and generate revenue from customers will depend heavily on our ability to enhance and improve our C3 AI Software, to develop additional functionality and use cases, introduce new features and applications and interoperate across an increasing range of devices, operating systems, and third-party applications. Our customers may require features and capabilities that our current C3 AI Software does not have or may face use cases that our current C3 AI Software does not address. We invest significantly in research and development, and our goal is to focus our spending on measures that improve quality and ease of adoption and create organic customer demand for our C3 AI Software. When we develop a new enhancement or improvement to our C3 AI Software, we typically incur expenses and expend resources upfront to develop, market and promote the new enhancement and improvement. Therefore, when we develop and introduce new enhancements and improvements to our C3 AI Software, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market. There is no assurance that our enhancements to our C3 AI Software or our new application experiences, functionality, use cases, features, or capabilities will be compelling to our customers or gain market acceptance. If our research and development investments do not accurately anticipate customer demand, or if we fail to develop our C3 AI Software in a manner that satisfies customer preferences in a secure, timely and cost-effective manner, we may fail to retain our existing customers or increase demand for our C3 AI Software.

Moreover, even if we introduce new capabilities in our C3 AI Software, we may experience a decline in revenue from sales of our existing C3 AI Software that is not offset by revenue from the new C3 AI Software capabilities and applications. For example, customers may delay ordering subscriptions of new C3 AI Software capabilities or applications to permit them to make a more thorough evaluation of the C3 AI Software or until industry and marketplace reviews become widely available. Some customers may hesitate to migrate to new C3 AI Software due to concerns regarding the complexity of migration and suite or application infancy issues on performance. In addition, we may lose existing customers who choose a competitor’s AI platforms and applications rather than migrate to our new C3 AI Software capabilities and applications. This could result in a temporary or permanent revenue shortfall and adversely affect our business.

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Any failure of our C3 AI Software to operate effectively with future infrastructure platforms and technologies could reduce the demand for our C3 AI Software. If we are unable to respond to these changes in a timely and cost-effective manner, our C3 AI Software may become less marketable, less competitive, or obsolete, and our business may be adversely affected.

The introduction of new AI platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our C3 AI Software obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new C3 AI Software experiences, features, or capabilities. We have in the past experienced delays in our internally planned release dates of new features and capabilities, and there can be no assurance that new C3 AI Software features or capabilities will be released according to schedule. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business. Moreover, new productivity features for our C3 AI Software may require substantial investment, and we have no assurance that such investments will be successful. If customers do not widely adopt our new C3 AI Software features and capabilities, we may not be able to realize a return on our investment. If we are unable to develop, license, or acquire new features and capabilities to our C3 AI Software on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business could be harmed.

~~If we were to lose the services of our CEO or other members of our senior management team, we may not be able to execute our business strategy.~~52

~~Our~~Table ~~success depends in a large part upon the continued service~~ of key members of our senior management team. In particular, our founder and CEO, Thomas M. Siebel, is critical to our overall management, sales strategy, culture, strategic direction, engineering, and operations. In addition, Mr. Siebel is a recognized leader in information technology and is critical to the continued development of our C3 AI Software. On February 18, 2025, Mr. Siebel informed the Company that he had contracted an autoimmune disease and was experiencing significant vision impairment. In that communication, Mr. Siebel also stated that this health setback was not impacting his ability to manage the business in a hands-on manner, and that Jim H. Snabe, a member of our Board of Directors, had assumed the interim role of Special Advisor to the CEO to assist where and as needed. In addition, all of our executive officers are at-will employees, and we do not maintain any key person life insurance policies. The loss of any member of our senior management team could make it more difficult to execute our business strategy and, therefore, harm our business.Contents

The transition of our CEO and our ability to retain key members of our senior management may impact the successful execution of our business strategy.

Our success depends in a large part upon the continued service of key members of our senior management team. In particular, our founder and Executive Chairman, Thomas M. Siebel, is critical to our overall management, sales strategy, culture, strategic direction, engineering, and operations. In addition, Mr. Siebel is a recognized leader in information technology and is critical to the continued development of our C3 AI Software. On September 3, 2025, we announced that our Board of Directors had appointed Stephen Ehikian to succeed Mr. Siebel as CEO. Mr. Ehikian is a recognized innovator in the enterprise software industry and most recently served as Acting Administrator of the U.S. General Services Administration, or GSA. Mr. Siebel plans to continue in the role of Executive Chairman. Changes in our organization as a result of the CEO transition may have disruptive impact on our ability to implement our strategy. Until we integrate our new CEO, and unless he is able to succeed in his position, we may be unable to successfully manage and grow our business. In addition, all of our executive officers are at-will employees, and we do not maintain any key person life insurance policies. The loss of any member of our senior management team, whether in connection with the CEO transition or otherwise, could make it more difficult to execute our business strategy and, therefore, harm our business.

The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our C3 AI Software.

Our ability to expand our customer base and achieve broader market acceptance of our C3 AI Software depends to a significant extent on our ability to continue to expand our marketing and sales operations and the ~~ultimate~~ effectiveness of those operations has been in the past and may in the future be negatively impacted by our Executive Chairman’s inability to actively participate in the sales process. Moreover, the effectiveness of our marketing and sales operations may be negatively impacted by the transition of the CEO role from Mr. Siebel to Mr. Ehikian. We plan to continue expanding our sales force and strategic partners, both domestically and internationally.

Identifying and recruiting qualified sales representatives and training them is time consuming and resource intensive, and they may not be fully trained and productive for a significant amount of time. Our C3 AI Software is complicated and, as such, our sales force and operations require significant time and investment for proper recruitment, onboarding, and training in order for our sales operations to be productive. In addition, as we enter into new markets, expand the capabilities of our C3 AI Software and offer new C3 AI Software, we may need to identify and recruit additional sales and marketing efforts specific to such strategic expansion. Our efforts to do so may be increasingly resource intensive, time consuming, and ultimately unsuccessful. We also dedicate significant resources to sales and marketing programs, including internet and other online advertising. As more customers take advantage of our consumption-based pricing options, once a new customer begins using our C3 AI Software, our sales team will need to continue to focus on expanding consumption with that customer. All of these efforts require us to invest significant financial and other resources. In addition, the cost to acquire customers is high due to these marketing and sales efforts. Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue. We will not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

On August 8, 2025, we announced that we had restructured our global sales and services organization in the first quarter of fiscal 2026, including new leadership. This restructuring had a disruptive effect in the first quarter of fiscal 2026 and we may not realize the anticipated benefits of this restructuring. Moreover, this restructuring may exacerbate any of the risks set forth above. In addition, our business would be adversely affected if our marketing and sales efforts are not successful and generate increases in revenue that are smaller than anticipated. If our marketing and sales efforts are not effective, our sales and revenue may grow more slowly than expected or materially decline, and our business may be significantly harmed.

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If we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.

We believe that developing, maintaining, and enhancing awareness and integrity of our brand and reputation in a cost-effective manner are important to achieving widespread acceptance of our C3 AI Software and are important elements in attracting new customers and maintaining existing customers. We believe that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion of our brand depends on the effectiveness of our marketing efforts, our ability to provide a reliable and useful C3 AI Software at competitive prices, the perceived value of our C3 AI Software, our ability to maintain our customers’ trust, our ability to continue to develop additional functionality and use cases and our ability to differentiate our C3 AI Software and capabilities from competitive offerings. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand and reputation. We also rely on our customer base in a variety of ways, including to give us feedback on our C3 AI Software. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers and partners or retain our existing customers and partners and our business and financial condition may be adversely affected. Any negative publicity relating to our employees, partners, or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our C3 AI Software and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful.

We may not successfully manage our growth or plan for future growth.

Since our founding in 2009, we have experienced rapid growth. The growth and expansion of our business places a continuous and significant strain on our management, operational, and financial resources. Further growth of our operations to support our customer base, our expanding third-party relationships, our information technology systems, and our internal controls and procedures may not be adequate to support our operations. Managing our growth will also require significant expenditures and allocation of valuable management resources, including the challenges of integrating, developing, and motivating a rapidly growing employee base in various countries around the world. Certain members of our management have not previously worked together for an extended period of time, and some do not have experience managing a public company, which may affect how they manage our growth.

In addition, our rapid growth may make it difficult to evaluate our future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be harmed.

If we are unable to ensure that our C3 AI Software interoperates with a variety of software applications that are developed by others, including our partners, we may become less competitive and our business may be harmed.

Our C3 AI Software must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our C3 AI Software to adapt to changes in hardware and software technologies. In particular, we have developed our C3 AI Software to be able to easily integrate with key third-party applications, including the applications of software providers that compete with us as well as our partners. We are typically subject to standard terms and conditions of such providers, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. Our business will be harmed if any provider of such software systems:

•discontinues or limits our access to its software;

•modifies its terms of service or other policies, including fees charged to, or other restrictions on us, or other platform and application developers;

•changes how information is accessed by us or our customers;

•establishes more favorable relationships with one or more of our competitors; or

•develops or otherwise favors its own competitive offerings over our C3 AI Software.

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Third-party services and products are constantly evolving, and we may not be able to modify our C3 AI Software to assure their compatibility with that of other third parties as they continue to develop or emerge in the future or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our competitors may be able to disrupt the operations or compatibility of our C3 AI Software with their products or services, or exert strong business influence on our ability to, and terms on which we, operate our C3 AI Software. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our C3 AI Software or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our C3 AI Software with these products could decrease and our business, results of operations, and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations, and financial condition would be harmed.

Our ability to sell subscriptions to our C3 AI Software could be harmed by real or perceived material defects or errors in our C3 AI Software.

The technology underlying our C3 AI Software is inherently complex and may contain material defects or errors, particularly when new applications are first introduced, when new features or capabilities are released, or when integrated with new or updated third-party hardware or software. There can be no assurance that our existing C3 AI Software and new applications will not contain defects or errors. Any real or perceived errors, failures, vulnerabilities, or bugs in our C3 AI Software could result in negative publicity or lead to data security, access, retention, or other performance issues, all of which could harm our business. Correcting such defects or errors may be costly and time-consuming and could harm our business. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and would harm our business.

The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and prevent us from executing our business strategy.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, data scientists, engineers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for employees with high levels of expertise in designing, developing and managing platforms and applications for data management, ML, and analytics technologies, as well as for skilled data scientists, sales, and operations professionals. In addition, we are extremely selective in our hiring process which requires significant investment of time and resources from internal stakeholders and management. At times, we have experienced, and we may continue to experience, difficulty in hiring personnel who meet the demands of our selection process and with appropriate qualifications, experience, or expertise, and we may not be able to fill positions as quickly as desired. We completed our initial public offering in December 2020 and potential candidates may not perceive our compensation package, including our equity awards, as favorably as employees hired prior to our initial public offering. In addition, our recruiting personnel, methodology, and approach may need to be altered to address a changing candidate pool and profile. We may not be able to identify or implement such changes in a timely manner.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. If the perceived value of our equity awards declines, or if the mix of equity and cash compensation that we offer is unattractive, it may adversely affect our ability to recruit and retain highly skilled employees. Job candidates may also be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could impact hiring and result in a diversion of our time and resources. Additionally, laws and regulations, such as restrictive immigration laws, or export control laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture, and career development opportunities.

We believe that a critical component to our success and our ability to retain our best people is our culture. As we continue to grow and develop a public company infrastructure, we may find it difficult to maintain our company culture.

In addition, many of our employees may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. Moreover, the proceeds from our recent initial public offering could create disparities in wealth among our employees, which may harm our culture and relations among employees and our business.

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If we fail to attract new personnel or to retain our current personnel, our business would be harmed.

Our annual and quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our business.

Our annual and quarterly results of operations and key metrics may vary significantly in the future as they have in the past, particularly in light of our dependence on a limited number of high-value customer contracts, and period-to-period comparisons of our results of operations and key metrics may not be meaningful. Accordingly, the results of any one year or quarter should not be relied upon as an indication of future performance. Our results of operations and key metrics may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuation in our annual or quarterly results may negatively impact the value of our securities. Factors that may cause fluctuations in our annual or quarterly results of operations and key metrics include, without limitation, the risk factors listed elsewhere in this section and the factors listed below:

•our ability to generate significant revenue from new offerings;

•our ability to expand our number of partners and distribution of our C3 AI Software;

•our ability to hire and retain employees, in particular those responsible for the selling or marketing of our C3 AI Software;

•our ability to develop and retain talented sales personnel who are able to achieve desired productivity levels in a reasonable period of time and provide sales leadership in areas in which we are expanding our sales and marketing efforts;

•changes in the way we organize and compensate our sales teams;

•the timing of expenses and recognition of revenue;

•our ability to increase sales to large organizations as well as increase sales to a larger number of smaller customers;

•the length of sales cycles and seasonal purchasing or consumption patterns of our customers;

•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure, as well as international expansion and entry into operating leases;

•timing and effectiveness of new sales and marketing initiatives;

•changes in our pricing policies or those of our competitors;

•the timing and success of new platforms, applications, features, and functionality by us or our competitors;

•failures or breaches of security or privacy by us or our suppliers and business partners, and the costs associated with remediating any such failures or breaches;

•changes in the competitive dynamics of our industry, including consolidation among competitors;

•changes in laws and regulations that impact our business;

•any large indemnification payments to our users or other third parties;

•the timing of expenses related to any future acquisitions;

•the impact of any applicable changes in accounting standards or management assumptions, estimates or judgments on complex accounting matters;

•civil unrest and geopolitical instability; and

•general political, economic, and market conditions.

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Our performance metrics and certain other operational data in this report are subject to assumptions and limitations and may not provide an accurate indication of our future or expected results.

Our performance metrics and other operational data may involve judgment and therefore may not reflect our actual performance, and investors should consider these metrics in light of the assumptions used in calculating such metrics and limitations as a result thereof. Our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we report. In addition, investors should not place undue reliance on these metrics as an indicator of our future or expected results. Moreover, these metrics may differ from similarly titled metrics presented by other companies and may not be comparable to such other metrics. We regularly review and may adjust our processes for calculating our metrics to improve their accuracy. If our metrics are not accurate representations of our business; if we discover material inaccuracies in our metrics;; or if the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed, we may be subject to legal or regulatory actions, and our operating and financial results could be adversely affected.

We generally recognize revenue from subscriptions to our C3 AI Software over the terms of such subscriptions. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

We generally recognize revenue from subscriptions to our C3 AI Software over the terms of these subscriptions. As a result, a portion of the revenue we report in each year and each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during prior periods. Consequently, a decline in new or renewed subscriptions in any single year or quarter may only have a small impact on the revenue that we recognize for that period. However, such a decline will negatively affect our revenue in future periods. Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer expansion or retention may not be fully reflected in our results of operations until future periods. In addition, a significant portion of our costs are expensed as incurred. As a result, growth in the number of new customers could continue to result in our recognition of higher costs and lower revenue in the earlier periods of our subscriptions. Finally, our subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional subscription sales in any period, as revenue from new customers or from existing customers that increase their use of our C3 AI Software must be recognized over the applicable subscription term. These risks are further exacerbated by our dependence on high-value customer contracts.

Any failure to offer high-quality maintenance and support services for our customers may harm our relationships with our customers and, consequently, our business.

Once our C3 AI Software is deployed, our customers depend on our maintenance and support teams to resolve technical and operational issues and provide critical updates relating to our C3 AI Software. Our ability to provide effective customer maintenance and support is largely dependent on our ability to attract, train, and retain qualified personnel with experience in supporting customers with software such as ours and maintaining the same. The number of our customers has grown significantly and that has and will continue to put additional pressure on our customer maintenance and support teams. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support. We also may be unable to modify the scope and delivery of our maintenance services and technical support to compete with changes in the technical services provided by our competitors. Increased customer demand for maintenance and support services, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, if we experience increased customer demand for support and maintenance, we may face increased costs that may harm our results of operations. Further, as we continue to grow our operations and support our global customer base, we need to be able to continue to provide efficient support and effective maintenance that meets our customers’ needs globally. If we are unable to provide efficient customer maintenance and support globally or if we need to hire additional maintenance and support personnel, our business may be harmed. Our ability to attract new customers is highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality maintenance and support services, a failure of channel parties to maintain high-quality maintenance and support services or a market perception that we do not maintain high-quality maintenance and support services for our customers, would harm our business.

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Macroeconomic uncertainties have had, and could continue to have, an adverse impact on our business, our operations, and the markets and communities in which we, our partners, and users operate.

Global economic and business activities continue to face widespread macroeconomic uncertainties, including labor shortages and supply chain disruptions, inflation, interest rate fluctuations, bank failures, ~~and~~ monetary supply shifts, and the imposition of tariffs or other impacts on trade relations, as well as recession risks, which may continue for an extended period and which could result in our customer prospects and our existing customers experiencing slowdowns in their businesses, which in turn may result in reduced demand for our C3 AI Software, lengthening of sales cycles, loss of customers, and difficulties in collections. Our vendors and suppliers may experience, or may continue to experience, disruptions in their supply chains, which may result in service interruptions or additional operating expenses, and may increase the price at which our vendors and suppliers are willing to sell their products to us.

To the extent macroeconomic uncertainties continue to adversely affect our business, financial condition, and results of operations, many of the other risks described in this “Risk Factors” section could be exacerbated, including but not limited to, those related to our ability to increase sales to existing and new customers, develop and deploy new offerings and applications and maintain effective marketing and sales capabilities.

We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations and rules, contractual obligations, industry standards, policies, self-regulatory schemes, standards and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead, ~~and have in the past led,~~ to regulatory investigations or actions;, litigation (including class claims) and mass arbitration demands, as well as potential fines and penalties, disruptions of our business operations, reputational harm; loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

We collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, Process) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, sensitive third-party data, protected health information, and financial data. Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations that govern the processing of personal data by us and on our behalf.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). For example, the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, imposes specific requirements relating to the privacy, security and transmission of individually identifiable health information. In the past few years, numerous U.S. states - including California, Virginia, Colorado, Connecticut, and Utah - have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose strict requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (CCPA), applies to personal data of consumers, business representatives and employees who are California residents, and imposes obligations on covered businesses, including, but not limited to, providing specific disclosures in privacy notices and honoring requests of such individuals to exercise certain privacy rights related to their personal data. The CCPA provides for statutory fines for noncompliance ~~(up to $7,500 per intentional violation)~~ and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in several other states and at the federal level and local levels, and we expect more states to pass similar laws in the future, reflecting a trend toward more stringent privacy legislation in the United States. These new laws could further complicate compliance efforts and increase legal risk and compliance costs for us, the third parties with whom we work, and our customers.

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Outside the United States, an increasing number of laws, regulations, and industry standards apply to data privacy and security. In Canada, the Personal Information Protection and Electronic Documents Act, or PIPEDA, and various related provincial laws, as well as Canada’s Anti-Spam Legislation, or CASL, may apply to our operations. We also target customers in Asia and have operations in Japan and Singapore and may be subject to new and emerging data privacy regimes in Asia, including Japan’s Act on the Protection of Personal Information and Singapore’s Personal Data Protection Act. In the European Economic Area, or EEA, we are subject to the European General Data Protection Regulation, or GDPR, and in the United Kingdom, or UK, we are subject to the UK data protection regime, or UK GDPR (EU GDPR and UK GDPR, collectively GDPR). Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements, with violations potentially resulting in an order prohibiting the processing of personal data and/or fines of up to the greater of €20 million or 4% of the annual global revenues of the noncompliant company in the European Union, and up to the greater of GBP 17.5 million or 4% of the annual global revenues in the UK; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

In the ordinary course of business, we may transfer personal data from Europe and other jurisdictions to the United States or other countries. European and other data protection laws, including the GDPR also restrict the ability of companies to transfer personal data to the United States and other countries. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and the UK to the United States in compliance with law, such as the EEA’s standard contractual clauses, the UK’s International Data Transfer Agreement/Addendum, and the Transatlantic Privacy Framework (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. It is unclear how data transfers from countries such as the EEA and UK to the United States will be regulated in the long term, which measures must be put in place for onward transfers, and whether or not the Transatlantic Data Privacy Framework will provide a long-term solution to managing flows of personal data from the EEA and the UK to the United States.

As such, we, or our vendors, may be unable to implement measures sufficient to lawfully transfer personal data in a manner necessary to provide our services in certain regions without incurring significant cost, or at all. If we cannot implement a valid compliance mechanism for cross-border data transfers, we may face significant adverse consequences, including the interruption or degradation of our operations, increased exposure to regulatory actions, substantial fines and penalties, and injunctions against processing or transferring personal data from Europe or other foreign jurisdictions. The inability to import personal data to the United States could significantly and negatively impact our business operations, including by limiting our ability to collaborate with parties that are subject to such cross-border data transfer or localization laws; or requiring us to increase our personal data processing capabilities and infrastructure in foreign jurisdictions at significant expense. Additionally, companies that transfer personal data outside of the EEA and UK to other jurisdictions, particularly the United States, are subject to increased scrutiny from regulators, individual litigants and activist groups. Some European regulators have significantly restricted some companies’ data processing activities, including ordering certain companies to suspend or permanently cease the transfer of certain personal data out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations, which has materially impacted companies’ operations revenues. For example, in May 2023, the Irish Data Protection Commission determined that a major social media company’s use of the standard contractual clauses to transfer personal data from Europe to the United States was insufficient and levied a 1.2 billion Euro fine against the company and prohibited the company from transferring personal data to the United States. ~~Regulators~~Additionally, in the ~~United~~U.S. ~~States~~Department ~~are~~of ~~also~~Justice ~~increasingly~~issued ~~scrutinizing~~a ~~personal~~rule ~~data~~entitled ~~transfers~~the Preventing Access to U.S. Sensitive Personal Data and ~~may~~Government-Related ~~also~~Data ~~impose~~by ~~certain~~Countries ~~data~~of ~~localization~~Concern ~~requirements~~or Covered Persons, ~~particularly~~which ifplaces weadditional ~~transfer~~restriction ~~personal~~on certain data totransactions involving countries of concern (e.g., orChina, ~~process~~Russia, ~~personal~~Iran) ~~data~~and ofcovered ~~residents~~individuals of(i.e., ~~high~~individuals ~~risk~~and entities located in or ~~sanctioned~~controlled by individuals or entities located in those jurisdictions,) ~~pursuant~~that ~~to,~~may ~~for~~impact ~~example,~~certain ~~the~~business ~~Biden~~activities ~~Administration’s~~such ~~executive~~as ~~order~~vendor ~~Preventing~~engagements, ~~Access~~sale toor ~~Americans’~~sharing ~~Bulk~~of ~~Sensitive~~data, ~~Personal~~employment ~~Data~~of certain individuals, and ~~United~~investor ~~States~~agreements. ~~Government-Related~~Violations ~~Data~~of bythe ~~Countries~~rule ofcould ~~Concern~~lead to significant civil and criminal fines and penalties.

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Other data protection laws in the EEA and the UK, such as those implementing the ePrivacy Directive, restrict the use of cookies and similar technologies on which our website and product rely. Regulators are increasingly focused on compliance with requirements in the online tracking ecosystem, and current national laws implementing the ePrivacy Directive are likely to be replaced in the EU by a regulation known as the ePrivacy Regulation, which will significantly increase fines for non-compliance. Other countries outside of Europe increasingly emulate European data protection laws. As a result, operating our business or offering our services in Europe or other countries with similar data protection laws would subject us to substantial compliance costs and potential liability and may require changes to the ways we collect and use personal data. We may also become subject to new laws that regulate non-personal data. For example, the European Union’s Data Act imposes certain data and cloud service interoperability and switching obligations to enable users to switch between cloud service providers without undue delay or cost, as well as certain requirements concerning cross-border international transfers of, and governmental access to, non-personal data outside the EEA. Depending on how this Act and any similar laws are implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and C3 AI Software to comply with such obligations.

In addition to data privacy and security laws, we are also subject to the terms of external and internal privacy and security policies, codes, representations, certifications, industry standards adopted by industry groups, publications and frameworks, contractual obligations to third parties, and other statements related to privacy, information security, and data processing. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences. We are subject to contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with data protection laws or other obligations. We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers.

Our use of artificial intelligence, or AI, and machine learning, or ML, technologies, collectively, AI/ML technologies, may also subject us to certain privacy ~~obligations~~and data security laws, as well as increasing regulation and scrutiny. There is increasing U.S. and foreign activity in the regulation of AI and other similar uses of technology. In Europe, the EU AI Act entered into force on August 1, 2024 and will become fully applicable on August 2, 2026, with some provisions already applying from February 2025. ~~Although~~We we do not engage in developing or providing AI systems or general-purpose AI models that would qualify as “prohibited AI practices”. However, ~~restrictions~~if ~~and~~we ~~obligations~~or ~~under~~our ~~this~~customers ~~regulation~~are classified as developing or using "high-risk" AI systems, toor ~~the~~general-purpose ~~extent~~AI ~~applicable~~models, toincluding usgeneral-purpose AI models with systemic risk, the EU AI Act could impose more restrictions and obligations. This could increase the costs and burdens to us and our customers, delay or halt deployment of new products and services, and may reduce the number of new customers, negatively impacting our business and financial results. Under the EU AI Act, non-compliant companies may be subject to administrative fines of up to 35 million Euros or 7% of a company’s total worldwide annual turnover for the preceding financial year, whichever is the higher. Moreover, in the United Kingdom, the government has confirmed its position that existing regulators are to implement certain specific principles (safety, security and robustness; transparency and explainability; fairness; accountability and governance; contestability and redress), within those regulators’ existing remits, to guide and inform the responsible development and use of AI / ML within their relevant sectors / competences. We expect other jurisdictions will adopt similar laws. In the United States, several states and localities have enacted measures related to the use of AI and ML in products and services. We may have to change our business practices to comply with such obligations. For example, our employees and personnel use generative AI technologies to perform their work. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits. If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages. We also use AI and ML technologies in our products and services. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and consumer lawsuits. Depending on how these AI laws and regulations are interpreted, we may have to make changes to our business practices and products, including our C3 AI Software, to comply with such obligations. These obligations may make it harder for us to conduct our business using AI/ML, lead to regulatory fines or penalties, require us retrain our AI/ML, or prevent or limit our use of AI/ML. Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which may be incompatible with our use of AI/ML. Further, under privacy and data security laws ~~and~~as well as other obligations, we may be required to obtain certain consents to process personal data and our inability or failure to do so could result in adverse consequences. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI/ML where they allege the company has violated privacy and consumer protection laws. If we cannot use AI/ML or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

We may also be subject to new laws governing the privacy of consumer health data, including reproductive, sexual orientation, and gender identity privacy rights. For example, Washington’s My Health My Data Act (MHMD) broadly defines consumer health data, places restrictions on processing consumer health data (including imposing stringent requirements for consents), provides consumers certain rights with respect to their health data, and creates a private right of action to allow individuals to sue for violations of the law. Other states are considering and may adopt similar laws.60

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Obligations related to data privacy and security (and consumers’ data privacy expectations) are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires significant resources, which may necessitate changes to our information technologies, systems, and practices, including our C3 AI Software, possibly limiting our ability to develop new applications and features, and to those of any third parties with whom we work. Although we endeavor to comply with all applicable data privacy and security obligations, we may at times fail (or be perceived to have failed) to do so. Moreover, despite our efforts, our personnel or that of the third parties with whom we work may fail to comply with such obligations, which could negatively impact our business operations and compliance posture. For example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could result in adverse effects, including inability to or interruption in our ability to operate our business and proceedings against us by governmental entities or others. If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences. These consequences may include, but are not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class action claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans or restrictions on processing personal data; orders to destroy or not use personal data; and imprisonment of company officials. In particular, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations; interruptions or stoppages of data collection needed to train our algorithms; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our product; expenditure of time and resources to defend any claim or inquiry; adverse publicity; revision or restructuring of our operations; or reduced demand for our C3 AI Software. Governments and regulators in certain jurisdictions, including Europe, are increasingly seeking to regulate cybersecurity and the use, transfer, and other processing of non-personal information (for example, under the European Union’s Data Act), an area which has typically been the subject of very limited or no specific regulation. This means that, if and to the extent such regulations are relevant to our operations or those of our customers, certain of the risks and considerations may apply equally to our processing of both personal and non-personal information.

If our information technology systems or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including, but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.

Our C3 AI Software processes our customers’ proprietary and sensitive data, potentially including personal information, confidential information, protected health information, financial data, intellectual property, and trade secrets. Our C3 AI Software is built to be available on the infrastructure of third-party public cloud providers such as AWS, Microsoft Azure, and Google Cloud. We also use third parties to help us deliver services to our customers. These third parties may process personal information, protected health information, or other confidential information of our employees, partners or customers in a variety of contexts, including, without limitation, third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email and payroll, content delivery to customers, and other functions. We collect such information from individuals located both in the United States and abroad and may process such information outside the country in which it was collected. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. We may share or receive sensitive information with or from third parties.

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Cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, social engineering (including phishing), online and offline fraud and other malicious internet-based activity are prevalent in our industry and our customers’ industries and such attacks continue to increase. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties with whom we work may be vulnerable to a heightened risk of these attacks, including retaliatory and other cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. We also utilize third-party providers to host, transmit, or otherwise process electronic data in connection with our business activities. We or our vendors and business partners may experience social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing, credential harvesting, unavailable systems, unauthorized access or disclosure due to employee or other theft or misuse, denial-of-service attacks, sophisticated attacks by nation-state and nation-state supported actors, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by AI, and other similar threats. Ransomware attacks, including by organized criminal threat actors, nation-states, nation-state-supported actors, and “hacktivists,” are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, ability to provide our products or services, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Similarly, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our product) or the third-party information technology systems that support us and our services. Remote work has also become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.

Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information, or our technology systems, or those of the third parties with whom we work. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our platform. Any actual or potential security breach of our C3 AI Software, our operational systems, our physical facilities, or the systems or facilities of our partners, or the perception that one has occurred, could result in material adverse consequences, such as litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be perceived or asserted to be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our partners to comply with applicable law or regulations could result in proceedings against us by governmental entities or others, with further financial, operational, and reputational damage. While we may be entitled to damages if the third parties with whom we work fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award. In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

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The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our business and our competitive position. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements from regulators and customers regarding our products and services and also incur additional costs for oversight and monitoring of security risks relating to our own supply chain. For example, we have contractual and legal obligations, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data, and implement other requirements, such as providing credit monitoring and identifying theft protection services. Such disclosures and related actions can be costly, and the disclosures or the failure to comply with such applicable requirements could lead to material adverse consequences. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach involving customer or partner data on our systems or those of subcontractors processing customer or partner data on our behalf. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach and may cause us to breach customer contracts. Our agreements with certain customers ~~may~~ require us to use industry-standard, reasonable, or other specified measures to safeguard sensitive personal information or confidential information, and any actual or perceived breach of such measures may increase the likelihood and frequency of customer audits under our agreements, which is likely to increase the costs of doing business. An actual or perceived security breach could lead to claims by our customers, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts, which we have in certain agreements, would be enforceable or adequate or would otherwise protect us from liabilities, damages, or claims related to our data privacy and security obligations.

While we and a number of our vendors and business partners have implemented security measures ~~and~~ designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps designed to detect and remediate vulnerabilities in our information security systems (such as our hardware and/ or software, including that of third parties with whom we work), and ensure the security, privacy, integrity, confidentiality, availability, and authenticity of our information technology networks and systems, processing and information, but we may not be able to anticipate or to implement effective preventive and remedial measures against all data security and privacy threats or detect, mitigate and remediate all vulnerabilities on a timely basis. We cannot guarantee that the recovery systems, security protocols, network protection mechanisms and other security measures that we have integrated into our systems, networks and physical facilities, which are designed to protect against, detect and minimize security breaches and vulnerabilities, or those of our vendors and business partners, will be adequate to prevent or detect service interruption, system failure data loss or theft, or other material adverse consequences. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. No security solution, strategy, or measures can address all possible security threats or block all methods of penetrating a network or otherwise perpetrating a security incident. The risk of unauthorized circumvention of our security measures or those of the third parties with whom we work, has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers who employ complex techniques, including without limitation, the theft or misuse of personal and financial information, counterfeiting, “phishing” or social engineering incidents, ransomware, extortion, publicly announcing security breaches, account takeover attacks, denial or degradation of service attacks, malware, fraudulent payment and identity theft. The techniques used to sabotage, disrupt or to obtain unauthorized access to our C3 AI Software, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. Unremediated high risk or critical vulnerabilities pose material risks to our business. It may also be costly to detect, investigate, mitigate, contain, and remediate a security incident. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities.

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If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data); financial loss; and other similar harms. Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our C3 AI Software, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our C3 AI Software capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or our C3 AI Software, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

We may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Our risks are likely to increase as we continue to expand our C3 AI Software, grow our customer base, and store, transmit, and otherwise process increasingly large amounts of proprietary and sensitive data.

In addition to experiencing a security incident, we may experience negative consequences from our use of AI/ML within our company and in our products and services. Our or our customers’ sensitive information could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of generative AI technologies. Any sensitive information (including confidential, competitive, proprietary, or personal data) that we input into a third-party generative AI/ML platform could be leaked or disclosed to others, including if sensitive information is used to train the third parties’ AI/ML model. Additionally, where an AI/ML model ingests personal data and makes connections using such data, those technologies may reveal other personal or sensitive information generated by the model. Moreover, AI/ML models may create flawed, incomplete, or inaccurate outputs, some of which may appear correct. This may happen if the inputs that the model relied on were inaccurate, incomplete or flawed (including if a bad actor “poisons” the AI/ML with bad inputs or logic), or if the logic of the AI/ML is flawed (a so-called “hallucination”). We may use AI/ML outputs to make certain decisions. Due to these potential inaccuracies or flaws, the model could be biased and could lead us to make decisions that could bias certain individuals (or classes of individuals), and adversely impact their rights, employment, and ability to obtain certain pricing, products, services, or benefits, including exposure to reputational and competitive harm, customer loss, and legal liability.

We could suffer disruptions, outages, defects, and other performance and quality problems with our C3 AI Software or with the public cloud and internet infrastructure on which it relies.

Our business depends on our C3 AI Software to be available without disruption. We and the third parties with whom we work have experienced, or may in the future experience, disruptions, outages, defects, and other performance and quality problems related to our C3 AI Software. We have also experienced, and may in the future experience, disruptions, outages, defects, and other performance and quality problems with the public cloud and internet infrastructure on which our C3 AI Software relies. These problems can be caused by a variety of factors, including introductions of new functionality, vulnerabilities, coding errors, software defects, and defects in proprietary and open source software, human error or misconduct, capacity constraints, design limitations, as well as from internal and external security breaches, malware and viruses, ransomware, cyber events, denial or degradation of service attacks or other security-related incidents.

Further, if our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide our C3 AI Software and could experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

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Any disruptions, outages, defects, and other security performance and quality problems with our C3 AI Software or with the public cloud, internet infrastructure, or other technology on which it relies, or any material change in our contractual and other business relationships with our public cloud providers, could result in reduced use of our C3 AI Software, increased expenses, including significant, unplanned capital investments and/or service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition, reputation and results of operations.

We utilize third-party service providers to host and deliver our C3 AI Software, and any interruptions or delays in these services could impair our C3 AI Software and harm our business.

We currently serve our customers from third-party data center hosting facilities located in the United States, Asia, and Europe. Our operations depend, in part, on our third-party facility providers’ ability to protect these facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, and similar events. In the event that our data center arrangements are terminated, or if there are any lapses of service or damage to a center, we could experience lengthy interruptions in our C3 AI Software as well as delays and additional expenses in making new arrangements.

We designed our system infrastructure and procure and own or lease the computer hardware used for our C3 AI Software. Design and mechanical errors, spikes in usage volume, and failure to follow system protocols and procedures could cause our systems to fail, resulting in interruptions in our C3 AI Software. Any interruptions or delays in our service, whether as a result of third-party error, our own error, natural disasters, or security breaches, whether accidental or willful, could harm our relationships with our customers and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their subscriptions, any of which could materially adversely affect our business.

We may face exposure to foreign currency exchange rate fluctuations.

We sell to customers globally and have international operations primarily in Europe. As we continue to expand our international operations, we will become more exposed to the effects of fluctuations in currency exchange rates. Although the majority of our cash generated from revenue is denominated in U.S. dollars, a small amount is denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. For the three months ended ~~January~~July 31, 2025 and 2024, 56% and 8% of our revenue, respectively, ~~and for the nine months ended January 31, 2025 and 2024, 6% and 6% of our revenue, respectively,~~ were denominated in currencies other than U.S. dollars. For the three months ended ~~January~~July 31, 2025 and 2024, ~~9% and 8% of our expenses, respectively, and for the nine months ended January 31, 2025 and 2024,~~ 6% and 65% of our expenses, respectively, were denominated in currencies other than U.S. dollars. Because we conduct business in currencies other than U.S. dollars but report our results of operations in U.S. dollars, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could materially impact our results of operations. Therefore, increases in the value of the U.S. dollar and decreases in the value of foreign currencies could result in the dollar equivalent of our revenue being lower. We do not currently maintain a program to hedge exposures to non-U.S. dollar currencies.

Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

We sell to U.S. federal, state, local, and foreign governmental agency customers, as well as to customers in highly regulated industries such as financial services, telecommunications, and healthcare. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government demand and payment for our products and services may be impacted by public sector budgetary cycles and funding reductions or delays, such as an extended federal government shutdown, which may adversely affect public sector demand for our products and services. Government contracting requirements may change and restrict our ability to sell into the government sector. Government demand and payment for our C3 AI Software is affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our C3 AI Software.

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Further, governmental and highly regulated entities may demand contract terms that differ from our standard arrangements and may be less favorable than terms agreed with other customers. In our experience, government entities often require shorter term subscriptions than our private sector customers due to budget cycles, making one-year subscriptions not uncommon. Government entities and highly regulated organizations typically have longer implementation cycles, sometimes require acceptance provisions that can lead to a delay in revenue recognition, can have more complex IT and data environments, and may expect greater payment flexibility from vendors.

Contracts with governmental entities may also include preferential pricing terms, such as “most favored customer” pricing. In the event that we are successful in being awarded a government contract, the award may be subject to appeals, disputes, or litigation, including but not limited to bid protests by unsuccessful bidders.

As a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to non-ordinary course audits and internal investigations, which may prove costly to our business, divert management time, or limit our ability to continue selling our products and services to our government customers. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our partners, downward contract price adjustments or refund obligations, civil or criminal penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government would adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception and growth prospects.

Governmental and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. All these factors can add further risk to business conducted with these customers. If sales expected from a government entity or highly regulated organization for a particular period are not realized in that period or at all, our business, financial condition, results of operations, and growth prospects could be materially and adversely affected.

Our business could be adversely affected if our employees cannot obtain and maintain required security clearances, we cannot obtain and maintain a required facility security clearance, or we do not comply with legal and regulatory obligations regarding the safeguarding of classified information.

One of our U.S. government contracts requires our employees to maintain security clearances, and also requires us to comply with the U.S Department of Defense, or DoD, security rules and regulations. The DoD has strict security clearance requirements for personnel who perform work in support of classified programs. In general, access to classified information, technology, facilities, or programs are subject to additional contract oversight and potential liability. In the event of a security incident involving classified information, technology, facilities, or programs, or personnel holding clearances, we may be subject to legal, financial, operational and reputational harm. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit, and retain employees who already hold security clearances. If our employees are unable to obtain security clearances in a timely manner, or at all, or if our employees who hold security clearances are unable to maintain their clearances or terminate employment with us, then a customer requiring classified work could terminate an existing contract or decide not to renew the contract upon its expiration. To the extent we are not able to obtain or maintain a facility security clearance, we may not be able to bid on or win new classified contracts, and our existing contract (and any future contracts we may subsequently obtain) requiring a facility security clearance could be terminated.

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If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, operating results and financial position could be adversely affected.

We actively monitor and manage our cash, cash equivalents and marketable securities so that sufficient liquidity is available to fund our operations and other corporate purposes. In the future, increased levels of liquidity may be required to adequately support our operations and initiatives and to mitigate the effects of business challenges or unforeseen circumstances. If we are unable to achieve and sustain such increased levels of liquidity, we may suffer adverse consequences including reduced investment in our C3 AI Software, difficulties in executing our business plan and fulfilling our obligations, and other operational challenges. Any of these developments could adversely affect our business, operating results and financial position.

We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.

Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations. Although we currently anticipate that our existing cash, cash equivalents and marketable securities and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and condition of the capital markets at the time we seek financing. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Class A common stock, convertible securities, and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences, and privileges senior to those of holders of our Class A common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, development efforts and to respond to business challenges could be significantly impaired, and our business, operating results and financial condition may be adversely affected.

We may acquire other businesses or receive offers to be acquired, which could require significant management attention, disrupt our business or dilute stockholder value.

We have in the past made, and may in the future make, acquisitions of other companies, products, and technologies. We have limited experience in acquisitions. We may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. Any acquisitions we complete may not ultimately strengthen our competitive position or achieve our goals, and may be viewed negatively by customers, developers, or investors. In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our company, the results of operations of the combined company could be adversely affected. Any integration process will require significant time and resources, require significant attention from management and disrupt the ordinary functioning of our business, and we may not be able to manage the process successfully, which could harm our business. In addition, we may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business.

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Issues raised by the use of AI, including ML, in our C3 Agentic AI Platform may result in reputational harm or liability or otherwise adversely affect our business, financial condition and results of operations.

AI is enabled by or integrated into some of the C3 Agentic AI Platform, including C3 Generative AI, and is a significant and growing element of our business. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Datasets in AI training, development, or operations may be insufficient, of poor quality, or reflect unwanted forms of bias. Inappropriate or controversial data practices by, or practices reflecting inherent biases of, data scientists, engineers, and end users of our systems could impair the acceptance of AI solutions. Third-party AI capabilities that can be integrated with our platforms could also produce false or “hallucinatory” inferences about customer data or enterprises, or other information or subject matter. If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. Some AI scenarios present ethical issues, and the enablement or integration of AI into our platforms may subject us to new or heightened legal, regulatory, ethical, or other challenges.

In addition, the regulatory framework for AI and ML technology is evolving and remains uncertain. It is possible that new laws and regulations will be adopted in the United States and other jurisdictions, or existing laws and regulations may be interpreted in new ways, that would affect the operation of our C3 Agentic AI Platform and the way in which we use AI and ML. In Europe, there is a proposed regulation related to AI that, if adopted, could impose onerous obligations related to the use of AI-related systems. Potential government regulation in the space of AI ethics may also increase the burden and cost of research and development in this area. The cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could adversely affect our financial results or financial condition.

GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, impairment of intangible assets, lease obligations, vendor allowances, tax matters and litigation, are complex and involve many subjective assumptions, estimates and judgments. Changes in accounting standards or their interpretation or changes in underlying assumptions, estimates or judgments could significantly change our reported or expected financial performance or financial condition. The implementation of new accounting standards could also require certain systems, internal process and other changes that could increase our operating costs.

Increased scrutiny regarding environmental, employment, social, and governance matters could adversely impact our reputation, our ability to retain employees, and the willingness of customers and others to do business with us.

There is increasing focus from investors, regulators, and other corporate stakeholders on corporate policies addressing environmental, employment, social, and governance matters. Stakeholder expectations regarding appropriate corporate conduct on these matters are continually evolving, as are expectations regarding appropriate methods and types of related corporate disclosure. Investors, regulators, or other corporate stakeholders may not be satisfied with our existing environmental, employment, social, and governance practices or those of our customers, strategic partners, or vendors. These stakeholders may also be dissatisfied with the pace at which any revisions to our practices or the practices of our customers, strategic partners, or vendors are adopted and implemented. Further, investors and other stakeholders may object to the societal costs or ethical or other implications, or the perceived costs or implications, associated with the use of our products made by one or more of our customers. If any of these events were to occur, our reputation, our ability to retain employees, and the willingness of customers and others to do business with us may be materially and adversely impacted. We may also incur additional costs and require additional resources, which could be material, to monitor, report, and comply with related corporate disclosure obligations in the future, whether those obligations are imposed by law, regulation, or market expectation.

Furthermore, if our competitors’ corporate social responsibility performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, employees and other stakeholders or our initiatives are not executed as planned, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

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Risks Related to Our International Operations

We are continuing to expand our operations outside the United States, where we may be subject to increased business and economic risks that could harm our business.

We have Customer-Entities in more than 15 countries, and 118% of our revenue for the ~~nine~~three months ended ~~January~~July 31, 2025 was generated from customers outside of North America. As of ~~January~~July 31, 2025, we had ten international sales locations, and we plan to add local sales support in further select international markets over time. We expect to continue to expand our international operations, which may include opening offices in new jurisdictions and providing our C3 AI Software in additional languages. Any new markets or countries into which we attempt to sell subscriptions to our C3 AI Software may not be receptive. For example, we may not be able to expand further in some markets if we are not able to satisfy certain government- and industry-specific requirements. In addition, our ability to manage our business and conduct our operations internationally in the future may require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems, and commercial markets. Future international expansion will require investment of significant funds and other resources. Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with:

•recruiting and retaining talented and capable employees outside the United States and maintaining our company culture across all of our offices;

•potentially different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues;

•compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, and consumer protection, and the risk of penalties to us and individual members of management or employees if our practices are deemed to be out of compliance;

•management of an employee base in jurisdictions that may not give us the same employment and retention flexibility as does the United States;

•operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States and the practical enforcement of such intellectual property rights outside of the United States;

•foreign government interference with our intellectual property that resides outside of the United States, such as the risk of changes in foreign laws that could restrict our ability to use our intellectual property;

•working with partners outside of the United States;

•securing our locally operated systems and our data and the data of our customers and partners accessible from such jurisdictions;

•compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions, anti-money laundering laws and other regulatory limitations on our ability to provide our C3 AI Software in certain international markets;

•foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the United States;

•political and economic instability, including military actions affecting the Middle East, Russia, Ukraine and/or surrounding regions;

•pandemics or epidemics that could result in decreased economic activity in certain markets, decreased use of our C3 AI Software, or in our decreased ability to import, export, or sell our C3 AI Software to existing or new customers in international markets;

•changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes, and other trade barriers;

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•generally longer payment cycles and greater difficulty in collecting accounts receivable;

•double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and

•higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.

Political actions, including trade protection and national security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions, trade and economic sanctions, quotas or other trade barriers and restrictions could affect our ability to provide our C3 AI Software to our Customers and generally fulfill our contractual obligations and have an adverse effect on our future business opportunities. For example, in response to Russian military actions related to Ukraine, the United States and certain allies have imposed economic sanctions and export control measures and may impose additional sanctions or export control measures, which have and could in the future result in, among other things, severe or complete restrictions on exports and other commerce and business dealings involving Russia, Belarus, certain regions of Ukraine, and/or particular entities and individuals. Such actions could limit or block the license of our C3 AI Software to persons or entities affiliated with Russia or countries acting in concert with Russia, and restrict access by C3 AI personnel located in Russia to our systems, negatively impacting future opportunities.

Further, due to political uncertainty and military actions involving Russia, Ukraine, and surrounding regions, we and the third parties with whom we work may be vulnerable to a heightened risk of security breaches, computer malware, social-engineering attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our C3 AI Software. These attacks are expected to occur in the future.

Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.

Compliance with laws and regulations applicable to our global operations substantially increases our cost of doing business in international jurisdictions. We may be unable to keep current with changes in laws and regulations as they occur. Although we have implemented policies and procedures designed to support compliance with these laws and regulations, there can be no assurance that we will always maintain compliance or that all of our employees, contractors, partners, and agents will comply. Any violations could result in enforcement actions, fines, civil and criminal penalties, damages, injunctions, or reputational harm. If we are unable to comply with these laws and regulations or manage the complexity of our global operations successfully, we may need to relocate or cease operations in certain foreign jurisdictions.

We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.

Certain of our C3 AI Software is subject to various restrictions under U.S. export control and trade and economic sanctions laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations, or EAR, and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC. U.S. export control and economic sanctions laws and regulations include restrictions or prohibitions on the sale or supply of certain AI platform and applications, services and technologies to U.S. embargoed or sanctioned countries, governments, persons, and entities. Further, U.S. export laws and regulations include broad licensing requirements, including requiring authorization for the export of certain items. In addition, various countries regulate the import of certain items, including through import permitting and licensing requirements and have enacted or could enact laws that could limit our ability to distribute our C3 AI Software or could limit our customers’ ability to implement our C3 AI Software in those countries.

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Changes in our C3 AI Software and, if required, obtaining the necessary export license or other authorization for a particular sale, or changes in export, sanctions, and import laws, may result in the delay or loss of sales opportunities, delay the introduction and sale of subscriptions to our C3 AI Software in international markets, prevent our customers with international operations from using our C3 AI Software or, in some cases, prevent the access or use of our C3 AI Software to and from certain countries, governments, persons, or entities altogether. Further, any change in export or import regulations, economic sanctions or related laws, shift in the enforcement or scope of existing regulations or change in the countries, governments, persons, or technologies targeted by such regulations could result in decreased use of our C3 AI Software or in our decreased ability to export or sell our C3 AI Software to existing or potential customers with international operations. Any decreased use of our C3 AI Software or limitation on our ability to export or sell our C3 AI Software would likely harm our business.

In addition, if our channel partners fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected through reputational harm, as well as other negative consequences, including government investigations and penalties.

Even though we take precautions to ensure that we and our channel partners comply with all relevant regulations, any failure by us or our channel partners to comply with U.S. export control and economic sanctions laws and regulations or other laws could have negative consequences, including reputational harm, government investigations and substantial civil and criminal penalties (e.g., fines, incarceration for responsible employees and managers, and the possible loss of export or import privileges).

We are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, and similar anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.

We are subject to the FCPA, U.S. domestic bribery laws, the UK Bribery Act, and other anti-corruption and similar laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party business partners or intermediaries, representatives, and agents from authorizing, offering, or providing, directly or indirectly, improper payments or other benefits to government officials or others in the private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. As we increase our international sales and business, our risks under these laws may increase.

As we increase our international sales and business and sales to the public sector, we may engage with third-party business partners and intermediaries to market our C3 AI Software and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party business partners or intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of our third-party business partners or intermediaries, our employees, representatives, contractors, and agents, even if we do not explicitly authorize such activities.

These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, our third-party business partners or intermediaries, employees, representatives, contractors, and agents may take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management, as well as significant defense costs and other professional fees. In addition, noncompliance with anti-corruption, or anti-bribery laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions against us, our officers, or our employees, disgorgement of profits, suspension or debarment from contracting with the U.S. government or other persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our reputation, business, stock price, financial condition, prospects and results of operations could be harmed.

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Risks Related to Taxes

We may be subject to liabilities on past sales for taxes, surcharges, and fees.

We currently collect and remit applicable sales tax in jurisdictions where we, through our employees, have a presence and where we have determined, based on legal precedents in the jurisdiction, that sales of our C3 AI Software are classified as taxable. We do not currently collect and remit other state and local excise, utility, user, and ad valorem taxes, fees or surcharges that may apply to our customers. We believe that we are not otherwise subject to, or required to collect, any additional taxes, fees or surcharges imposed by state and local jurisdictions because we do not have a sufficient physical presence or “nexus” in the relevant taxing jurisdiction or such taxes, fees, or surcharges do not apply to sales of our C3 AI Software in the relevant taxing jurisdiction. However, there is uncertainty as to what constitutes sufficient physical presence or nexus for a state or local jurisdiction to levy taxes, fees, and surcharges for sales made over the internet, and there is also uncertainty as to whether our characterization of our C3 AI Software as not taxable in certain jurisdictions will be accepted by state and local taxing authorities. Additionally, we have not historically collected value-added tax, or VAT, or goods and services tax, or GST, on sales of our C3 AI Software, generally, because we make almost all of our sales through our office in the United States, and we believe, based on information provided to us by our customers, that most of our sales are made to business customers.

Taxing authorities may challenge our position that we do not have sufficient nexus in a taxing jurisdiction or that our C3 AI Software is exempt from use, telecommunications, VAT, GST, and other taxes, which could result in increased tax liabilities for us or our customers, which could harm our business.

The application of indirect taxes (such as sales and use tax, VAT, GST, business tax, and gross receipt tax) to businesses that transact online, such as ours, is a complex and evolving area. Following the recent U.S. Supreme Court decision in South Dakota v. Wayfair, Inc., states are now free to levy taxes on sales of goods and services based on an “economic nexus,” regardless of whether the seller has a physical presence in the state. As a result, it may be necessary to reevaluate whether our activities give rise to sales, use, and other indirect taxes as a result of any nexus in those states in which we are not currently registered to collect and remit taxes. Additionally, we may need to assess our potential tax collection and remittance liabilities based on existing economic nexus laws’ dollar and transaction thresholds. We continue to analyze our exposure for such taxes and liabilities. The application of existing, new, or future laws, whether in the United States or internationally, could harm our business. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business.

We may have exposure to greater than anticipated tax liabilities, which could harm our business.

While to date we have not incurred significant income taxes in operating our business, we are subject to income taxes in the United States and various jurisdictions outside of the United States. Our effective tax rate could fluctuate due to changes in the proportion of our earnings and losses in countries with differing statutory tax rates. Our tax expense could also be impacted by changes in non-deductible expenses, changes in excess tax benefits of stock-based or other compensation, changes in the valuation of, or our ability to use, deferred tax assets and liabilities, the applicability of withholding taxes, and effects from acquisitions.

The provision for taxes on our financial statements could also be impacted by changes in accounting principles, changes in U.S. federal, state, or international tax laws applicable to corporate multinationals such as the ~~recent~~federal income tax legislation enacted inon July 4, 2025, titled the ~~United~~One ~~States~~Big Beautiful Bill Act (“OBBBA”), other fundamental changes in law currently being considered by many countries and changes in taxing jurisdictions’ administrative interpretations, decisions, policies and positions.

We are subject to review and audit by U.S. federal, state, local, and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our business could be harmed. We may also be subject to additional tax liabilities due to changes in non-income based taxes resulting from changes in federal, state, local, or international tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles, changes to our business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period.

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Our ability to use our net operating losses and certain other tax attributes to offset future taxable income or taxes may be subject to certain limitations.

As of April 30, ~~2024~~2025, we had net operating loss carryforwards, or NOLs, for U.S. federal and state purposes of $~~599~~764.37 million and $~~249~~310.37 million, respectively, which may be available to offset taxable income in the future, and portions of which expire in various years beginning in 2029. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. Under the Tax Cuts and Jobs Act of 2017, or the Tax Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020 is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Act or the CARES Act. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (as defined under Sections 382 and 383 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs and certain other tax attributes to offset post-change taxable income or taxes. We may experience a future ownership change under Section 382 of the Code that could affect our ability to utilize our NOLs to offset our income. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed. For example, on June 29, 2020, the Governor of California signed into law the 2020 Budget Act which temporarily suspended the utilization of NOLs and limits the utilization of research credits to $5.0 million annually for 2020, 2021, and 2022. Similar legislation was signed on June 27, 2024 which temporarily suspends the utilization of NOLs and limits the utilization of credits to $5.0 million annually for 2024, 2025, and 2026 for certain taxpayers. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our operating results and financial condition.

Risks Related to Our Intellectual Property

We are currently, and may be in the future, party to intellectual property rights claims and other litigation matters, which, if resolved adversely, could harm our business.

We primarily rely and expect to continue to rely on a combination of patent, patent licenses, trade secret, domain name protection, trademark, and copyright laws, as well as confidentiality and license agreements with our employees, consultants, and third parties, to protect our intellectual property and proprietary rights. From time to time, we are subject to litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. As we face increasing competition and gain an increasingly high profile, the possibility of intellectual property rights claims, commercial claims, and other assertions against us grows. We have in the past been, and may from time to time in the future become, a party to litigation and disputes related to our intellectual property, our business practices, and our C3 AI Software. While we intend to defend any lawsuit vigorously, litigation can be costly and time consuming, divert the attention of our management and key personnel from our business operations, and dissuade potential customers from subscribing to our C3 AI Software, which would harm our business. Furthermore, with respect to lawsuits, there can be no assurances that favorable outcomes will be obtained. We may need to settle litigation and disputes on terms that are unfavorable to us, or we may be subject to an unfavorable judgment that may not be reversible upon appeal. The terms of any settlement or judgment may require us to cease some or all of our operations or pay substantial amounts to the other party. In addition, our agreements with customers or partners typically include certain provisions for indemnifying them against liabilities if our C3 AI Software infringes a third party’s intellectual property rights, including in the third-party open source software components included in our C3 AI Software, which indemnification obligations could require us to make payments to our customers. During the course of any litigation or dispute, we may make announcements regarding the results of hearings and motions and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of our Class A common stock may decline. With respect to any intellectual property rights claim, we may have to seek a license to continue practices found to be in violation of third-party rights, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such practices may not be available to us at all, and we may be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative, non-infringing technology or practices could require significant effort and expense. Our business could be harmed as a result.

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Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with customers and other third parties generally include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, or other liabilities relating to or arising from our software, services, or other contractual obligations. Large indemnity payments could harm our business, results of operations, and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, generally, those limitations may not be fully enforceable in all situations, and we may still incur substantial liability under those agreements. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets.

As of ~~January~~July 31, 2025, our technology is protected by a broad patent portfolio, with 3037 issued patents in the United States, 2131 issued counterpart patents in a number of international jurisdictions, over 6068 patent applications pending in the United States, and ~~100~~113 patent applications pending internationally. Our issued patents expire beginning in 2033 through ~~2043~~2045. We continually review our development efforts to assess the existence and patentability of new intellectual property. The pending patent applications are presently undergoing examination or expected to undergo examination in the near future. These patents and patent applications seek to protect our proprietary inventions relevant to our business, in addition to other proprietary technologies which are maintained as trade secrets. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. We make business decisions about when to seek patent protection for a particular technology and when to rely upon copyright or trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that the resulting patents will effectively protect our ability to use every significant feature of our C3 AI Software. In addition, we believe that the protection of our trademark rights is an important factor in AI platform and application recognition, protecting our brand and maintaining goodwill. If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge our proprietary rights, pending and future patent, trademark and copyright applications may not be approved, and we may not be able to defend against or prevent infringement without incurring substantial expense. We have also devoted substantial resources to the development of our proprietary technologies and related processes. In order to protect our proprietary technologies and processes, we rely in part on trade secret laws and confidentiality agreements with our employees, consultants, and third parties. These agreements may not effectively prevent unauthorized disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights or develop similar technologies and processes. Further, laws in certain jurisdictions may afford little or no trade secret protection, and any changes in, or unexpected interpretations of, the intellectual property laws in any country in which we operate may compromise our ability to enforce our intellectual property rights. Our patents, copyrights, trademarks, or other intellectual property rights could be challenged or invalidated by others through administrative processes or litigation. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights with risks of possible counterclaims from suspected infringers. If the protection of our proprietary rights is inadequate to prevent use or appropriation by third parties, the value of our C3 AI Software, brand, and other intangible assets may be diminished, and competitors may be able to replicate our C3 AI Software more effectively. Any of these events would harm our business.

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Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our C3 AI Software and subject us to possible litigation.

A portion of the technologies we use incorporates third-party open source software, and we may incorporate third-party open source software in our solutions in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and requesting compliance with the open source software license terms. Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms. Some open source software licenses require end users who use, distribute or make available across a network software and services that include open source software to offer aspects of the technology that incorporates the open source software for no cost. We may also be required to make publicly available source code (which in some circumstances could include valuable proprietary code) for modifications or derivative works we create based upon, incorporating or using the open source software and/or to license such modifications or derivative works under the terms of the particular open source license. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide guidance of their proper legal interpretations. If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we could be required to incur significant legal expenses defending against those allegations and could be subject to significant damages, enjoined from offering or selling our solutions that contained the open source software, and required to comply with the foregoing conditions, and we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some of our software. Any of the foregoing could disrupt and harm our business.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our C3 AI Software. Any of the foregoing could harm our business and could help our competitors develop platforms and applications that are similar to or better than ours.

Because of the characteristics of open source software, there may be fewer technology barriers to entry by new competitors and it may be relatively easy for new and existing competitors with greater resources than we have to compete with us.

One of the characteristics of open source software is that the governing license terms generally allow liberal modifications of the code and distribution thereof to a wide group of companies and/or individuals. As a result, others could easily develop new platforms and applications based upon those open source programs that compete with existing open source software that we support and incorporate into our C3 AI Software. Such competition with use of the open source projects that we utilize can materialize without the same degree of overhead and lead time required by us, particularly if the customers do not value the differentiation of our proprietary components. It is possible for new and existing competitors with greater resources than ours to develop their own open source software or hybrid proprietary and open source software offerings, potentially reducing the demand for, and putting price pressure on, our C3 AI Software. In addition, some competitors make open source software available for free download and use or may position competing open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure and/or the availability of open source software will not result in price reductions, reduced operating margins and loss of market share, any one of which could seriously harm our business.

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If open source software programmers, many of whom we do not employ, or our own internal programmers do not continue to develop and enhance open source technologies, we may be unable to develop new technologies, adequately enhance our existing technologies or meet customer requirements for innovation, quality and price.

We rely to a significant degree on a number of open source software programmers, or committers and contributors, to develop and enhance components of our C3 AI Software. Additionally, members of the corresponding Apache Software Foundation Project Management Committees, or PMCs, many of whom are not employed by us, are primarily responsible for the oversight and evolution of the codebases of important components of the open source data management ecosystem. If the open source data management committees and contributors fail to adequately further develop and enhance open source technologies, or if the PMCs fail to oversee and guide the evolution of open source data management technologies in the manner that we believe is appropriate to maximize the market potential of our solutions, then we would have to rely on other parties, or we would need to expend additional resources, to develop and enhance our C3 AI Software. We also must devote adequate resources to our own internal programmers to support their continued development and enhancement of open source technologies, and if we do not do so, we may have to turn to third parties or experience delays in developing or enhancing open source technologies. We cannot predict whether further developments and enhancements to these technologies would be available from reliable alternative sources. In either event, we may incur additional development expenses and experience delays in technology release and upgrade. Delays in developing, completing, or delivering new or enhanced components to our C3 AI Software could cause our offerings to be less competitive, impair customer acceptance of our solutions, and result in delayed or reduced revenue for our solutions.

Our software development and licensing model could be negatively impacted if the Apache License, Version 2.0 is not enforceable or is modified so as to become incompatible with other open source licenses.

Components of our C3 AI Software have been provided under the Apache License 2.0. This license states that any work of authorship licensed under it, and any derivative work thereof, may be reproduced and distributed provided that certain conditions are met. It is possible that a court would hold this license to be unenforceable or that someone could assert a claim for proprietary rights in a program developed and distributed under it. Any ruling by a court that this license is not enforceable, or that we may not reproduce or distribute those open source software components as part of our C3 AI Software, may negatively impact our distribution or development of all or a portion of our solutions. In addition, at some time in the future it is possible that the license terms under which important components of the open source projects in our C3 AI Software are distributed may be modified, which could, among other consequences, negatively impact our continuing development or distribution of the software code subject to the new or modified license.

Further, full utilization of our C3 AI Software may depend on software, applications, hardware and services from various third parties, and these items may not be compatible with our C3 AI Software and its development or may not be available to us or our customers on commercially reasonable terms, or at all, which could harm our business.

Risks Related to Ownership of Our Class A Common Stock

The trading price of our Class A common stock may be volatile, and you could lose all or part of your investment.

The trading price of our Class A common stock has been and will likely continue to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A common stock. Factors that could cause fluctuations in the trading price of our Class A common stock include the risk factors set forth in this section as well as the following:

•price and volume fluctuations in the overall stock market from time to time;

•high volume retail trading by participants connected in a social network;

•volatility in the trading prices and trading volumes of technology stocks;

•changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

•sales of shares of our Class A common stock by us or our stockholders;

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•failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors, particularly in light of the significant portion of our revenue derived from a limited number of customers;

•changes in our financial, operating or other metrics, regardless of whether we consider those metrics as reflective of the current state or long-term prospects of our business, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed, or significantly exceed securities analyst expectations, particularly in light of the significant portion of our revenue derived from a limited number of customers;

•announcements by us or our competitors of new products, applications, features, or services;

•the public’s reaction to our press releases, other public announcements, and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry, which may include short seller reports;

•actual or anticipated changes in our results of operations or fluctuations in our results of operations;

•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

•actual or perceived privacy or data security incidents;

•developments or disputes concerning our intellectual property or other proprietary rights;

•announced or completed acquisitions of businesses, applications, products, services, or technologies by us or our competitors;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•any significant change in our management;

•general political and economic conditions and slow or negative growth of our markets; and

•technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors.

Accordingly, we cannot assure you of the liquidity of an active trading market, your ability to sell your shares of our Class A common stock when desired, or the prices that you may obtain for your shares of our Class A common stock. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares of our Class A common stock and may impair our ability to acquire or make investments in complementary companies, products, or technologies by using shares of our common stock as consideration.

In addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. For example, in March 2022, we and certain of our current and former officers and directors were sued in a putative class action lawsuit alleging violations of the federal securities laws for allegedly making material misstatements or omissions about our partnership with Baker Hughes and other strategic alliances, our market potential, and the uptake of our products. Securities litigation against us could result in substantial costs and a diversion of our management’s attention and resources. We may be the target of additional litigation of this type in the future as well.

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Short sellers may engage in manipulative activity intended to drive down the market price of our Class A common stock, which could also result in related regulatory and governmental scrutiny, among other effects.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of later buying lower priced identical securities to return to the lender. Accordingly, it is in the interest of a short seller of our Class A common stock for the price to decline. At any time, short sellers may publish, or arrange for the publication of, opinions or characterizations that are intended to create negative market momentum. Issuers, like us, whose securities have historically had limited trading history or volumes and/or have been susceptible to relatively high volatility levels can be vulnerable to such short seller attacks. Short selling reports can cause increased volatility in an issuer’s stock price, and result in regulatory and governmental inquiries. ~~For example, on April 4, 2023, a short seller report was published which contained certain allegations against us.~~ Any inquiry or formal investigation from a governmental organization or other regulatory body, including any inquiry from the SEC or the U.S. Department of Justice, could result in a material diversion of our management’s time and could have a material adverse effect on our business and results of operations.

The dual class structure of our common stock has the effect of concentrating voting control with the holders of our Class B common stock, limiting your ability to influence corporate matters.

Our Class B common stock has 50 votes per share, and our Class A common stock has one vote per share. As of ~~January~~July 31, 2025, Mr. Siebel and related entities beneficially owned approximately 87.8% of our Class B common stock and approximately 2018.80% of our outstanding Class A common stock, resulting in beneficial ownership of capital stock representing approximately 5351.34% of the voting power of our outstanding capital stock. Therefore, Mr. Siebel has control over our management and affairs and over all matters requiring stockholder approval, including election of directors and significant corporate transactions, such as a merger or other sale of us or our assets. This concentrated control will limit your ability to influence corporate matters for the foreseeable future, and, as a result, the market price of our Class A common stock could be adversely affected.

Each share of Class B common stock will be automatically converted into one share of Class A common stock upon the earliest of (1) the date that is six months following the death or incapacity of Mr. Siebel, (2) the date that is six months following the date that Mr. Siebel is no longer providing services to us as an officer, employee, director, or consultant, (3) December 11, 2040, and (4) the date specified by the holders of a majority of the then outstanding shares of Class B common stock, voting as a separate class. Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, Mr. Siebel retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, control a majority of the combined voting power of our Class A and Class B common stock. As a board member, Mr. Siebel owes a fiduciary duty to our stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders. As a stockholder, even a controlling stockholder, Mr. Siebel is entitled to vote his shares in his own interests, which may not always be in the interests of our stockholders generally.

FTSE Russell and Standard & Poor’s do not allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P ~~SmallCap~~Skullcap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. In addition, other stock indices may take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and would make our Class A common stock less attractive to other investors. As a result, the trading price and volume of our Class A common stock could be adversely affected.

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Substantial future sales of shares of our Class A common stock and Class B common stock by existing holders in the public market could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock and Class B common stock (after automatically converting to Class A common stock) in the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could depress the market price of our Class A common stock.

As of January 31, 2025, there were outstanding options to purchase an aggregate of approximately 28,806,000 shares of our Class A common stock, and approximately 23,579,000 shares of our Class A common stock subject to restricted stock unit awards. We have registered all of the shares of Class A common stock issuable upon exercise of outstanding options and upon exercise or settlement of any options or other equity incentives we may grant in the future for public resale under the Securities Act. Accordingly, these shares will become eligible for sale in the public market to the extent any such equity awards are exercised or settled for shares of Class A common stock, subject to compliance with applicable securities laws. In addition, certain of our stockholders have registration rights that would require us to register shares owned by them for public sale in the United States. 78

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As of July 31, 2025, there were outstanding options to purchase an aggregate of approximately 28,216,000 shares of our Class A common stock, and approximately 27,692,000 shares of our Class A common stock subject to restricted stock unit awards. We have registered all of the shares of Class A common stock issuable upon exercise of outstanding options and upon exercise or settlement of any options or other equity incentives we may grant in the future for public resale under the Securities Act. Accordingly, these shares will become eligible for sale in the public market to the extent any such equity awards are exercised or settled for shares of Class A common stock, subject to compliance with applicable securities laws. In addition, certain of our stockholders have registration rights that would require us to register shares owned by them for public sale in the United States.

Sales of our shares could also impair our ability to raise capital through the sale of additional equity securities in the future and at a price we deem appropriate. These sales could also cause the trading price of our Class A common stock to fall and make it more difficult for you to sell shares of our Class A common stock.

Provisions in our constituent documents and Delaware law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our Class A common stock may be lower as a result.

There are provisions in our certificate of incorporation and bylaws that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by our stockholders. These include provisions:

•establishing a classified board of directors so that not all members of our board of directors are elected at one time;

•permitting our board of directors to establish the number of directors and fill any vacancies and newly created directorships;

•providing that directors may only be removed for cause;

•prohibiting cumulative voting for directors;

•requiring super-majority voting to amend some provisions in our certificate of incorporation and bylaws;

•authorizing the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•eliminating the ability of stockholders to call special meetings of stockholders;

•prohibiting stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and

•our dual class common stock structure as described above.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision in our certificate of incorporation or our bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

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Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (3) any action asserting a claim against us arising under any provision of the Delaware General Corporation Law, or the certificate of incorporation or the amended and restated bylaws or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. In addition, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act. Accordingly, both state and federal courts have jurisdiction to entertain such claims. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions and a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business, financial condition, results of operations, and prospects.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

Our Class A common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our Class A common stock to decline.

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We will continue to incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies in the United States, which may harm our business.

As a public company listed in the United States, we have incurred and expect to continue to incur significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and the New York Stock Exchange, may increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors, or as members of senior management.

General Risks

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the New York Stock Exchange. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate such changes. We have limited experience with implementing the systems and controls necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls, or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

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Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in our periodic reports filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the New York Stock Exchange.

We are required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm is also required to formally attest to the effectiveness of our internal control over financial reporting. Our compliance with Section 404 requires that we incur substantial accounting expense and expend significant management efforts. We currently have an external audit group and have hired additional accounting and financial staff. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and update the systems and process documentation necessary to perform the evaluation needed to comply with Section 404. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business, financial condition and results of operations and could cause a decline in the market price of our Class A common stock.

We may be involved in legal proceedings that have a negative impact on our business.

From time to time, we are involved in legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial or intellectual property disputes or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or under insured could result in unanticipated costs, potentially harming our business, financial position, and results of operations. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

Our business could be disrupted by catastrophic events.

Occurrence of any catastrophic event, including earthquake, fire, flood, tsunami, or other weather event (many of which are becoming more acute and frequent as a result of global climate change), power loss, telecommunications failure, software or hardware malfunctions, political unrest, geopolitical instability, cyberattack, war, or terrorist attack, could result in lengthy interruptions in our service. In particular, our U.S. headquarters are located in the San Francisco Bay Area, a region known for seismic activity and wildfires, and our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster. In addition, acts of terrorism could cause disruptions to the internet or the economy as a whole. Even with our disaster recovery arrangements, our service could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our C3 AI Software to our customers would be impaired, or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster and to execute successfully on those plans in the event of a disaster or emergency, our business would be harmed.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None~~During the three months ended July 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.

Name and Position

Action

Date

Rule 10b5-1*

Non-Rule 10b5-1**

Total Shares of Common Stock to be Sold

Total Shares of Common Stock to be Purchased

Expiration Date

Hitesh Lath

Senior Vice President and Chief Financial Officer

Adoption

June 11, 2025

159,031

—

March 31, 2026

Robert Schilling

Executive Vice President and Chief Commercial Officer

Adoption

June 18, 2025

***

—

March 31, 2026

Richard C. Levin

Director

Adoption

June 18, 2025

72,000

—

June 30, 2026

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

*** Covers a number of shares of the Company’s Class A common stock that may be released to Mr. Schilling upon the vesting of restricted stock unit awards on or prior to March 31, 2026. The number of shares of the Company’s Class A common stock that may be released to Mr. Schilling upon the vesting of such restricted stock awards on or prior to March 31, 2026 is not yet determinable. Moreover, the number of shares of the Company’s Class A common stock that may be sold under the plan is not yet determinable.

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ITEM 6. EXHIBITS

(a) Exhibits.

Incorporated by Reference

ExhibitNumber

Description

Form

SEC File No.

Exhibit

Filing Date

3.1

Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

8-K

001-39744

3.1

December 11, 2020

3.2

Amended and Restated Bylaws of the Registrant, as currently in effect.

S-1/A

333-250082

3.4

November 30, 2020

10.1*+

Offer Letter by and between the Company and Robert Schilling, dated June 5, 2025.

10-K

001-393744

June 23, 2025

31.1*

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

XBRL Taxonomy Extension Schema Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

104**

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

__________________

* Filed herewith.

+ Indicates management contract or compensatory plan.

** The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the registrant under the Securities Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

(b) Financial Statement Schedules.

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the unaudited condensed consolidated financial statements or the notes thereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

C3.ai, Inc.

Date: March 6, 2025	By:	/s/ Thomas M. Siebel
Date: September 8, 2025	By:	/s/ Thomas M. Siebel
		Thomas M. Siebel
		Chief Executive Officer
		Executive Chairman
		(Principal Executive Officer)
		(Authorized Signatory)
Date: March 6, 2025	By:	/s/ Hitesh Lath
Date: September 8, 2025	By:	/s/ Hitesh Lath
		Hitesh Lath
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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