C3ai Inc
For the period ended Apr 30, 2025. Filed Jun 23, 2025.
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FY2025 · Filed Jun 23, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
- Financial Statements
See Index to Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.
- Financial Statement Schedules
Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.
- Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference as indicated.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | SEC File No. | Exhibit | Filing Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-39744 | 3.1 | December 11, 2020 |
| 3.2 | Amended and Restated Bylaws of the Registrant. | S-1/A | 333-250082 | 3.4 | November 30, 2020 |
| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1/A | 333-250082 | 4.1 | November 30, 2020 |
| 4.2 | Amended and Restated Registration Rights Agreement by and among the Registrant and certain of its stockholders, dated August 15, 2019. | S-1/A | 333-250082 | 4.2 | November 23, 2020 |
| 4.2.1 | Amendment to Registration Rights Agreement and Waiver of Registration Rights and Notice by and among the Registrant and certain of its stockholders, dated December 3, 2020. | 10-K | 001-39744 | 4.2.1 | June 25, 2021 |
| 4.3 | Voting Agreement by and among the Registrant, Thomas M. Siebel and Patricia A. House, dated January 15, 2015. | S-1 | 333-250082 | 4.3 | November 13, 2020 |
| 4.4 | Description of Capital Stock of the Registrant. | 10-K | 001-39744 | 4.4 | June 25, 2021 |
| 10.1+ | C3.ai, Inc. 2020 Equity Incentive Plan, as amended, and forms thereunder. | 10-Q | 001-39744 | 10.1 | December 7, 2023 |
| 10.2+ | C3.ai, Inc. 2020 Employee Stock Purchase Plan. | S-1/A | 333-250082 | 10.3 | November 30, 2020 |
| 10.3+ | Revised Offer Letter by and between the Registrant and Edward Y. Abbo, dated July 15, 2011. | S-1 | 333-250082 | 10.6 | November 13, 2020 |
| 10.4*+ | Special Advisor Agreement by and between the Registrant and Jim Hagemann Snabe, dated March 31, 2025 | ||||
| 10.5+ | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-8 | 333-253944 | 10.1 | March 5, 2021 |
| 10.6 | Lease by and between the Registrant and Google LLC (as successor-in-interest to VII Pac Shores Investors, LLC), dated October 28, 2011. | S-1 | 333-250082 | 10.7 | November 13, 2020 |
| 10.6.1 | First Amendment to Lease by and between the Registrant and Google LLC, dated April 4, 2017. | S-1 | 333-250082 | 10.8 | November 13, 2020 |
| 10.6.2 | Second Amendment to Lease by and between the Registrant and Google LLC, dated November 7, 2017. | S-1 | 333-250082 | 10.9 | November 13, 2020 |
| 10.6.3 | Third Amendment to Lease by and between the Registrant and Google LLC, dated August 25, 2021. | 10-Q | 001-39744 | 10.1 | December 2, 2021 |
| 10.6.4 | Fourth Amendment to Lease by and between the Registrant and Google LLC, dated April 6, 2022. | 10-K | 001-39744 | 10.9.4 | June 23, 2022 |
| 10.6.5 | Sublease by and between the Registrant and First Virtual Group, Inc., dated February 21, 2023. | 10-Q | 001-39744 | 10.1 | March 3, 2023 |
| 10.7# | Joint Venture Agreement by and between the Registrant and Baker Hughes Holdings LLC, dated June 6, 2019. | S-1 | 333-250082 | 10.10 | November 13, 2020 |
| 10.7.1# | First Amendment to Joint Venture Agreement by and between the Registrant and Baker Hughes Holdings LLC, dated September 26, 2019. | S-1 | 333-250082 | 10.11 | November 13, 2020 |
| 10.7.2# | Second Amendment to Joint Venture Agreement by and between the Registrant and Baker Hughes Holdings LLC, dated June 1, 2020. | S-1 | 333-250082 | 10.12 | November 13, 2020 |
| 10.7.3 | Third Amendment to Joint Venture Agreement by and between the Registrant and Baker Hughes Holdings LLC, dated October 31, 2021. | 10-Q | 001-39744 | 10.4 | December 2, 2021 |
| 10.8# | Office Lease by and between the Registrant and DWF IV 1400-1500 Seaport Blvd. LLC dated August 25, 2021. | 10-Q | 001-39744 | 10.2 | December 2, 2021 |
| 10.9+ | Offer Letter by and between the Company and Hitesh Lath, dated February 28, 2024. | 10-Q | 001-39744 | 10.1 | February 29, 2024 |
| 10.10+ | Offer Letter by and between the Company and Merel Witteven, dated August 8, 2024 | 10-Q | 001-39744 | 10.1 | September 5, 2024 |
| 19.1* | C3.ai Inc. Insider Trading Policy (as Amended and Restated February 17, 2025) | ||||
| 21.1* | List of subsidiaries of the Registrant. | ||||
| 23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | ||||
| 24.1* | Power of Attorney (included on signature page) | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1+ | C3.ai, Inc. Incentive Compensation Recoupment Policy | 10-K | 001-39744 | 97.1 | June 18, 2024 |
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|---|---|
| 101.SCH* | XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104** | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101). |
- Filed herewith.
** The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
- Indicates management contract or compensatory plan.
Portions of this exhibit (indicated by asterisks) have been omitted as the registrant has determined that (1) the omitted information is not material and (2) the omitted information would likely cause competitive harm to the registrant if publicly disclosed.
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