8-KFiled Aug 26, 8:00 PM ET

C3.ai Appoints John C. Dwyer to Board; $900K Option Award

$AI · C3.ai, Inc.

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C3.ai Appoints John C. Dwyer to Board; $900K Option Award

What Happened C3.ai announced that on August 25, 2026 its board appointed John C. Dwyer as a Class III director, effective that same day. His initial term runs until the Company’s 2026 Annual Meeting of Stockholders. Mr. Dwyer will serve as a non-employee director and has entered the company’s standard indemnification agreement.

Key Details

  • Appointment date: August 25, 2026; initial term ends at the 2026 Annual Meeting of Stockholders.
  • Director class: Class III director.
  • Compensation: Entitled to standard non-employee director pay, including an initial stock option award with a grant-date fair value of $900,000 that vests over five years.
  • Related-party status: No arrangements or understandings with other persons and no material related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Why It Matters Board appointments affect corporate governance and oversight. Investors should note the addition of Mr. Dwyer to the board and the equity-based compensation (a $900,000 option award vesting over five years), which is standard for non-employee directors and could result in future share issuance if exercised. The filing also states there are no related-party transactions tied to his appointment.