Michael Wayne Clayville - 11 Dec 2025 Form 4 Insider Report for C3.ai, Inc. (AI)

Role: Director
Signature: /s/ Thomas M. Siebel, Attorney-in-Fact
Issuer symbol: AI
Transactions as of: 11 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 15 Dec 2025, 21:55:07 UTC
Previous filing: 19 Nov 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Clayville Michael Wayne	Director	C/O C3.AI, INC., 1400 SEAPORT BLVD, REDWOOD CITY	/s/ Thomas M. Siebel, Attorney-in-Fact	15 Dec 2025	0002096472

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AI	Stock Option (Right to Buy)	Award	$0	+34,091		$0.000000	34,091	11 Dec 2025	Class A Common Stock	34,091	$15.92	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	12.5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") during the term of the option; provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter following December 11, 2025 (the "Vesting Commencement Date") until the two-year anniversary of the Vesting Commencement Date of the option date, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the second anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.

Content

12.5% of the shares subject to the option shall vest on the last day of each such fiscal quarter (the "Quarterly Shares") during the term of the option; provided the Reporting Person remains a director of the Company and attends in person the regularly scheduled meeting of the Board during each fiscal quarter following December 11, 2025 (the "Vesting Commencement Date") until the two-year anniversary of the Vesting Commencement Date of the option date, however, if the Reporting Person fails to attend any such regularly scheduled meeting, then vesting for the Quarterly Shares shall not occur and will be suspended (any such suspended Quarterly Shares being referred to collectively as the "Suspended Shares"). For any Suspended Shares, such shares shall vest only following the second anniversary of the Vesting Commencement Date, if the Reporting Person satisfies the attendance requirements in subsequent periods.