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C3.ai (NYSE: AI) chair Thomas Siebel reports mid-December stock sales

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

C3.ai, Inc. Executive Chairman, director and 10% owner Thomas M. Siebel reported selling Class A common stock in mid-December 2025. On December 16, 2025, he sold 392,064 shares at a weighted-average price of $14.37, and on December 17, 2025, he sold 140,768 shares at a weighted-average price of $14.22. The filing states these transactions were made under a pre-established Rule 10b5-1 trading plan dated September 20, 2024.

Following these transactions, Siebel continues to beneficially own significant amounts of C3.ai stock, including indirect holdings through The Siebel Living Trust and several affiliated entities such as First Virtual Holdings, Siebel Asset Management partnerships, and The Siebel 2011 Irrevocable Children's Trust.

Positive

  • None.

Negative

  • None.
Insider SIEBEL THOMAS M
Role Executive Chairman
Sold 532,832 shs ($7.64M)
Type Security Shares Price Value
Sale Class A Common Stock 140,768 $14.22 $2.00M
Sale Class A Common Stock 392,064 $14.37 $5.63M
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 941,845 shares (Indirect, See Footnote); Class A Common Stock — 722,362 shares (Direct)
Footnotes (1)
  1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $14.15 to $14.55, 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. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.57, 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. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SIEBEL THOMAS M
(Last) (First) (Middle)
C/O C3.AI, INC.
1400 SEAPORT BLVD
(Street)
REDWOOD CITY CA 94603
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
C3.ai, Inc. [ AI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/16/2025 S(1) 392,064 D $14.37(2) 1,082,613 I See Footnote(3)
Class A Common Stock 12/17/2025 S(1) 140,768 D $14.22(4) 941,845 I See Footnote(3)
Class A Common Stock 722,362 D
Class A Common Stock 9,216 I See Footnote(5)
Class A Common Stock 170,294 I See Footnote(6)
Class A Common Stock 72,695 I See Footnote(7)
Class A Common Stock 1,237,115 I See Footnote(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The transaction being reported was effected pursuant to a previously established Rule 10b5-1 trading plan dated September 20, 2024.
2. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $14.15 to $14.55, 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.
3. The shares are held by The Siebel Living Trust u/a/d 7/27/93, as amended, of which the Reporting Person is trustee.
4. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $14.00 to $14.57, 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.
5. The shares are held by First Virtual Holdings, LLC, of which the Reporting Person is Chairman.
6. The shares are held by Siebel Asset Management, L.P., of which the Reporting Person is the general partner.
7. The shares are held by Siebel Asset Management III, L.P., of which the Reporting Person is the general partner.
8. The shares are held by The Siebel 2011 Irrevocable Children's Trust, of which the Reporting Person is co-trustee.
/s/ Thomas M. Siebel 12/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did C3.ai (AI) report in this Form 4?

The Form 4 reports that Thomas M. Siebel, Executive Chairman, director and 10% owner of C3.ai, Inc., sold shares of the company’s Class A common stock in transactions on December 16 and 17, 2025.

How many C3.ai (AI) shares did Thomas Siebel sell and at what prices?

On December 16, 2025, Thomas Siebel sold 392,064 Class A shares at a weighted-average price of $14.37. On December 17, 2025, he sold an additional 140,768 Class A shares at a weighted-average price of $14.22.

Were Thomas Siebel’s C3.ai (AI) stock sales made under a Rule 10b5-1 plan?

Yes. The filing states that the reported transactions were effected under a previously established Rule 10b5-1 trading plan dated September 20, 2024, which sets pre-arranged trading instructions.

How many C3.ai (AI) shares does Thomas Siebel still beneficially own after these sales?

After the reported sales, Thomas Siebel continues to beneficially own substantial C3.ai holdings, including 722,362 Class A shares held directly and additional Class A shares held indirectly through various trusts and entities listed in the filing.

Through which entities does Thomas Siebel hold indirect C3.ai (AI) shares?

Indirect holdings are reported through The Siebel Living Trust, First Virtual Holdings, LLC, Siebel Asset Management, L.P., Siebel Asset Management III, L.P., and The Siebel 2011 Irrevocable Children's Trust, where he serves as trustee, co-trustee, or general partner.

What does it mean that the C3.ai (AI) sale prices are weighted-average prices?

The filing notes that the reported prices of $14.37 and $14.22 are weighted-average prices for multiple trades executed in price ranges, and that detailed trade-by-trade pricing information is available upon request.