C3ai Inc

During the three months ended April 30, 2025, 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.

Appointment of Officer

On June 16, 2025, Rob Schilling was appointed as the Company’s Executive Vice President and Chief Commercial Officer, overseeing all customer-facing operations. Mr. Schilling brings decades of experience in technical enterprise sales to the Company. Most recently, he was the Senior Vice President of ERP Sales for Oracle’s North America Applications division, guiding enterprise customers in service industries towards the value of Oracle’s cloud application suite. Prior to Oracle, Mr. Schilling was CEO at SpaceTime, through its acquisition by Nokia, where he oversaw development, strategy, and sales for IoT, Analytics, and Applications as GVP of Nokia Software. Prior to that, he held Senior Vice President & General Manager roles at SAP. Mr. Schilling holds a Bachelor’s degree from the University of California, Santa Barbara.

In connection with his appointment as Executive Vice President and Chief Commercial Officer, the Company and Mr. Schilling have entered into an offer letter, pursuant to which Mr. Schilling will receive an annual base salary of $600,000 per year, and an annual target bonus opportunity of $1,400,000. In addition, subject to the approval of the Company’s Board of Directors (“Board”), Mr. Schilling will receive an award under the Company’s 2020 Equity Incentive Plan of restricted stock units (“RSUs”) having an approximate value of $25,000,000, which will vest over a five-year period.

Additionally, subject to the approval of the Board, on September 30, 2025, Mr. Schilling will be granted a number of RSUs having an approximate value on such date equivalent to 29,004 shares of Oracle Corporation (“Oracle”) common stock. These RSUs will represent the right to be issued an equivalent number of shares of Class A Common Stock of the Company upon vesting of the RSUs. This grant will immediately vest on the date of grant, subject to Mr. Schilling remaining employed by the Company through the date of grant.

There are no arrangements or understandings between Mr. Schilling and any other persons pursuant to which he was selected as Executive Vice President and Chief Commercial Officer. There are no family relationships between Mr. Schilling and any director or executive officer of the Company, and there are no transactions between Mr. Schilling and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

The foregoing description is qualified in its entirety by reference to Mr. Schilling’s offer letter with the Company, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending July 31, 2025.

Section 16 Officer Transition

In connection with Mr. Schilling’s appointment, as of June 16, 2025, Mr. Schilling began supervising Alliances. In her role of managing Alliances, Merel Witteveen, our Senior Vice President, Operations, now reports to Mr. Schilling. Ms. Witteveen will continue to perform marketing responsibilities and continue to report to Mr. Siebel, our Chairman and Chief Executive Officer, with respect to these responsibilities.