UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 143, 2025

C3.AI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

1400 Seaport Blvd

Redwood City, CA

(Address of Principal Executive Offices)

001-39744

(Commission File Number)

26-3999357

(IRS Employer Identification No.)

94063

(Zip Code)

(650) 503-2200

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.~~02 Departure~~07 Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On October 3, 2025, C3.ai, Inc. (ethe “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on August 21, 2025 (the “Proxy Statement”).

~~Adoption~~Proposal 1 – Election of ~~2025~~Directors. ~~Inducement~~The ~~Plan~~Company’s stockholders elected each of the following Class II director nominees to hold office until the Company’s 2028 Annual Meeting of Stockholders, and until his successor is duly elected and qualified or until his earlier death, resignation, or removal. The results of the vote were:

On September 14, 2025, the Board of Directors (the “Board”) of C3.ai, Inc. (the “Company”) unanimously approved and adopted the C3.ai, Inc. 2025 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Section 303A.08 of the NYSE Listed Company Manual.


Nominee	For	Withhold	Broker Non-Vote
General (Ret.) John Hyten	212,303,543	4,651,864	37,032,708
Richard C. Levin	212,645,179	4,310,228	37,032,708
Bruce Sewell	199,436,155	17,519,252	37,032,708

~~The~~Proposal ~~Board~~2 ~~has~~– ~~reserved 5~~Approval,~~000,000~~ ~~shares~~on ofan ~~the~~Advisory ~~Company’s~~Basis, ~~Class~~of ~~A Common Stock for issuance pursuant to awards granted under~~ the ~~Inducement~~Compensation ~~Plan.~~of ~~Awards under~~ the ~~Inducement~~Company’s ~~Plan~~Named ~~may~~Executive ~~be granted only to persons who satisfy the standards for “employment inducement awards” under Section 303A~~Officers.08 ofThe ~~the NYSE Listed~~ Company’s ~~Manual. Awards~~stockholders ~~under the Inducement Plan must be~~ approved, byon ~~either~~an ~~(i)~~advisory abasis, ~~majority~~the compensation of the Company’s ~~“Independent~~named ~~Directors”~~executive (officers, as ~~determined~~disclosed ~~under~~in ~~Section 303A.02 of~~ the ~~NYSE~~Proxy ~~Listed~~Statement. ~~Company~~The ~~Manual),~~results ~~or (ii) the Compensation Committee~~ of the ~~Board~~vote ~~(“Compensation Committee”), provided that the Compensation Committee is composed solely of Independent Directors.~~were:

The Inducement Plan is incorporated herein by reference to Exhibit 99.1 of the Company’s registration statement on Form S-8, as filed with the Securities and Exchange Commission on September 15, 2025. The foregoing description of the terms of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Plan.


For	Against	Abstain	Broker Non-Vote
186,563,591	29,855,073	536,743	37,032,708

~~Item~~Proposal 93 – Ratification of Independent Registered Public Accounting Firm.01 ~~Exhibits~~The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2026. The results of the vote were:

(d) Exhibits.


For	Against	Abstain
251,472,840	1,822,718	692,557

Exhibit

Exhibit Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

10.1

2025 Inducement Plan.

S-8

333-290265

99.1

September 15, 2025

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

No other matters were submitted for stockholder action at the Annual Meeting.

SIGNATURES

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

	C3.ai, Inc.
Dated: September 18, 2025
Dated: October 9, 2025
	By:	/s/ Stephen Ehikian
		Stephen Ehikian
		Chief Executive Officer

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