C3ai Inc

Trading Arrangements

During our last fiscal quarter, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.

• Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

Resignation of Chief Financial Officer

On February 27, 2024, Juho Parkkinen resigned from his position as the Company’s Chief Financial Officer and was appointed Vice President of Finance, effective March 1, 2024. As Vice President of Finance, Mr. Parkkinen will continue to report to Thomas M. Siebel, our Chief Executive Officer and Chairman.

Appointment of Chief Financial Officer

On February 28, 2024, Hitesh Lath was appointed as the Company’s Chief Financial Officer, effective as of March 1, 2024. In this position, Mr. Lath will succeed Mr. Parkkinen as the Company’s principal financial officer.

Mr. Lath, age 45, has served as the Company’s Chief Accounting Officer since December 2023. From December 2006 to November 2023, Mr. Lath served in various positions at Ernst & Young LLP, including most recently as a Partner. Mr. Lath holds a Bachelor of Commerce degree from Shri Ram College of Commerce, University of Delhi and a Master of Business Administration degree from the Wharton School at the University of Pennsylvania. Mr. Lath is a Certified Public Accountant in the State of California.

In connection with his appointment as the Company’s Chief Financial Officer, the Company and Mr. Lath have entered into a new offer letter (the “Lath Offer Letter”), pursuant to which Mr. Lath will receive an annual base salary of $375,000 and will have a target bonus opportunity of 100% of his base salary. On February 28, 2024, the compensation committee of the board of directors of the Company amended Mr. Lath’s outstanding equity awards to provide for certain acceleration vesting provisions as set forth the Lath Offer Letter.

There are no arrangements or understandings between Mr. Lath and any person pursuant to which he was appointed as the Chief Financial Officer of the Company. Mr. Lath does not have a family relationship with any of the executive officers or directors of the Company. There are no transactions in which Mr. Lath had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

The foregoing description of the Lath Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Lath Offer Letter, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.