SIEBEL THOMAS M 4

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.