C3.ai, Inc.·4

Jun 3, 5:43 PM ET

SIEBEL THOMAS M 4

4 · C3.ai, Inc. · Filed Jun 3, 2026

Research Summary

AI-generated summary of this filing

Updated

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

What Happened

  • Thomas M. Siebel (reported as a 10% owner) exercised/converted derivatives to acquire 6,166,667 shares at $11.16 per share (cash paid ≈ $68,820,004) and converted an additional 32,736 RSUs into shares. He then sold 17,350 shares in the open market for a weighted-average price of $11.32 (proceeds ≈ $196,402). He also reported a gift/transfer of 6,182,053 shares (reported as disposed by Siebel and acquired by related parties/trusts) with no cash proceeds. The filing shows the RSUs were fully vested.

Key Details

  • Transaction dates: June 1–3, 2026. Form filed June 3, 2026 (appears timely).
  • Major exercises: 6,166,667 shares @ $11.16 (total ≈ $68.82M); 32,736 RSU conversions (no cash).
  • Open-market sale: 17,350 shares at weighted-average $11.32 (range $11.22–$11.435) — proceeds ≈ $196,402. The issuer withheld and sold shares to satisfy RSU tax withholding obligations (issuer sale/tax withholding).
  • Gift/transfer: 6,182,053 shares reported as gifts (no proceeds); filing also shows same number acquired by related trusts/entities.
  • Holdings after transaction: Not specified in this Form 4.
  • Reporting status: Siebel is a 10% owner; many shares are held in trusts and entities where he serves as trustee/chairman/general partner (see footnotes).

Context

  • Exercise/conversion (code M) means derivative instruments were converted into common stock; one set of conversions appears tied to RSUs (F1, F11) and vested awards. The sale of 17,350 shares was used to satisfy tax withholding on vested RSUs (issuer withheld and sold shares).
  • The large gift/transfer entries do not necessarily reflect market sentiment — they often represent estate planning or transfers among related trusts/vehicles.
  • As a 10% owner, Siebel’s transactions are Section 16 filings required for large holders (these are disclosures of ownership changes, not recommendations).

Insider Transaction Report

Form 4
Period: 2026-06-01
SIEBEL THOMAS M
DirectorCEO and Chairman of the Board10% Owner
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-06-01+32,736755,098 total
  • Exercise/Conversion

    Class A Common Stock

    2026-06-01$11.16/sh+6,166,667$68,820,0046,921,765 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-06-02$11.32/sh17,350$196,4026,904,415 total
  • Gift

    Class A Common Stock

    2026-06-036,182,053722,362 total
  • Gift

    Class A Common Stock

    [F4]
    2026-06-03+6,182,0536,902,156 total(indirect: See Footnote)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F9]
    2026-06-0132,73665,474 total
    Class A Common Stock (32,736 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F10][F11]
    2026-06-016,166,6670 total
    Exercise: $11.16Exp: 2030-08-26Class A Common Stock (6,166,667 underlying)
Holdings
  • Class A Common Stock

    [F5]
    (indirect: See Footnote)
    9,216
  • Class A Common Stock

    [F6]
    (indirect: See Footnote)
    170,294
  • Class A Common Stock

    [F7]
    (indirect: See Footnote)
    72,695
  • Class A Common Stock

    [F8]
    (indirect: See Footnote)
    1,237,115
Footnotes (11)
  • [F1]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
  • [F10]Due to rounding in connection with the reverse stock split, the total shares include 1 additional share that was not originally reported on the Reporting Person's Form 3.
  • [F11]Fully vested.
  • [F2]Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein.
  • [F3]The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $11.22 to $11.435, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  • [F4]The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
  • [F5]The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
  • [F6]The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
  • [F7]The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
  • [F8]The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
  • [F9]1/12th of the RSUs vest on each quarterly anniversary from December 1, 2023, so long as the Reporting Person continues to provide services through such vesting date.
Signature
/s/ Sasha Pesic, Attorney-in-Fact|2026-06-03

Documents

1 file
  • 4
    wk-form4_1780522981.xmlPrimary

    FORM 4