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C3.ai, Inc.·4

Jun 15, 8:04 PM ET

SIEBEL THOMAS M 4

4 · C3.ai, Inc. · Filed Jun 15, 2026

Research Summary

AI-generated summary of this filing

Updated

C3.ai 10% Owner Thomas Siebel Sells 495,575 Shares

What Happened

  • Thomas M. Siebel (reported as a 10% owner) exercised and/or converted derivative awards and sold a total of 495,575 C3.ai (AI) shares across transactions in June 2026. The largest transaction: on 2026-06-15 he exercised 472,005 shares at $2.04 (exercise cost $962,890) and sold those shares the same day at a weighted-average price of $11.11 for proceeds of $5,243,976. He also sold 23,570 shares on 2026-06-12 at a weighted-average price of $10.92 for $257,384. Combined sale proceeds reported: ~$5,501,360.
  • Additional activity: settlement/conversion of 44,767 derivative units reported on 2026-06-11 (no cash reported), and transfers/gifts of 21,197 shares on 2026-06-15 (no cash). Some shares were withheld/sold to cover tax withholding related to RSU vesting.

Key Details

  • Transaction dates/prices:
    • 06/15/2026: Exercise/convert 472,005 @ $2.04 (acquired) and sale of 472,005 @ weighted avg $11.11 (proceeds $5,243,976). (Weighted sale prices ranged $10.845–$11.34 per footnote.)
    • 06/12/2026: Sale of 23,570 @ weighted avg $10.92 (proceeds $257,384). (Sale prices ranged $10.75–$11.06 per footnote.)
    • 06/11/2026: Conversion/settlement of 44,767 derivative units (no cash reported).
    • 06/15/2026: Gift/transfer of 21,197 shares (no cash).
  • Shares owned after the transactions: Not disclosed in the provided filing.
  • Notable footnotes:
    • RSUs represent rights to receive shares upon settlement (F1); some RSUs were fully vested (F12) or subject to time-based vesting (F11).
    • Tax withholding: issuer automatically withheld and sold shares to satisfy tax obligations on RSU vesting (F2).
    • Some sales were effected under a pre-established Rule 10b5-1 trading plan dated Sept 20, 2024 (F5).
    • Several shares are held in trusts/vehicles of which Siebel is trustee/general partner (F4, F7–F10).
  • Filing timeliness: The report was filed on 2026-06-15 covering transactions as early as 2026-06-11. The June 11 transactions appear to have been reported after the 2-business-day Form 4 deadline (i.e., filed 4 days later), while the June 15 transactions were reported the same day.

Context

  • This was primarily an exercise of derivative awards followed by immediate sales (a cashless or same‑day sale), which is common when insiders exercise options/RSUs and sell shares to cover taxes or realize gains. The gift/transfer entries do not reflect market purchases or sales and are not an indicator of sentiment.
  • As a reported 10% owner (not necessarily acting as a routine corporate officer trade), Siebel’s transactions involve holdings in trusts and related entities; many sales were pre-planned (10b5-1) or to satisfy tax withholding, which are routine administrative actions rather than new bullish purchases.

Insider Transaction Report

Form 4
Period: 2026-06-11
C3.ai, Inc.AI
SIEBEL THOMAS M
DirectorCEO and Chairman of the Board10% Owner
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-06-11+44,767→ 767,129 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-06-12$10.92/sh−23,570$257,384→ 743,559 total
  • Gift

    Class A Common Stock

    2026-06-15−21,197→ 722,362 total
  • Gift

    Class A Common Stock

    [F4]
    2026-06-15+21,197→ 6,923,353 total(indirect: See Footnote)
  • Exercise/Conversion

    Class A Common Stock

    [F5]
    2026-06-15$2.04/sh+472,005$962,890→ 1,194,367 total
  • Sale

    Class A Common Stock

    [F5][F6]
    2026-06-15$11.11/sh−472,005$5,243,976→ 722,362 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F11]
    2026-06-11−44,767→ 223,994 total
    → Class A Common Stock (44,767 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F5][F12]
    2026-06-15−472,005→ 329,075 total
    Exercise: $2.04Exp: 2027-11-07→ Class A Common Stock (472,005 underlying)
Holdings

  • Class A Common Stock

    [F7]
    (indirect: See Footnote)
    9,216

  • Class A Common Stock

    [F8]
    (indirect: See Footnote)
    170,294

  • Class A Common Stock

    [F9]
    (indirect: See Footnote)
    72,695

  • Class A Common Stock

    [F10]
    (indirect: See Footnote)
    1,237,115
Footnotes (12)
  • [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]The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
  • [F11]1/3rd of the RSUs vested on September 11, 2025 and 1/12th of the RSUs shall vest quarterly thereafter, so long as the Reporting Person continues to provide services through such vesting dates.
  • [F12]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 $10.75 to $11.06, 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 transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.
  • [F6]The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $10.845 to $11.34, 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.
  • [F7]The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
  • [F8]The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
  • [F9]The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
Signature
/s/ Sasha Pesic, Attorney-in-Fact|2026-06-15

Documents

1 file
  • 4
    wk-form4_1781568269.xmlPrimary

    FORM 4