C3.ai Files Proxy Statement Addendum

TL;DR

C3.ai filed proxy docs, nothing new for traders yet.

AI Summary

C3.ai, Inc. filed a Definitive Additional Materials proxy statement on September 5, 2025. This filing relates to the company's Schedule 14A, which is a proxy statement used for soliciting shareholder votes. The filing fee was not required for this submission.

Why It Matters

This filing is a routine regulatory document that provides shareholders with information necessary to participate in corporate governance, such as voting on company matters.

Risk Assessment

Risk Level: low — This is a standard regulatory filing with no new material financial information or strategic changes disclosed.

Key Players & Entities

• C3.ai, Inc. (company) — Registrant
• 0001577526-25-000028 (filing_id) — Accession Number
• 20250905 (date) — Filing Date

FAQ

Key Financial Figures

• $1,000,000 — er, Mr. Ehikian's annual base salary is $1,000,000, and he is eligible for an annual targe
• $2,000,000 — 0,000, with the potential to earn up to $2,000,000 at the discretion of the Compensation C
• $20,000,000 — an approximate grant date fair value of $20,000,000 (the "RSU Award"), with the portion of
• $7,000,000 — date fair value equal to approximately $7,000,000 to vest on December 30, 2025 (the "Cont
• $15,000,000 — an approximate grant date fair value of $15,000,000. This stock option award will vest in a

Filing Documents

• c3ai-20250905xproxysupplem.htm (DEFA14A) — 24KB
• 0001577526-25-000028.txt ( ) — 26KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 C3.ai, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee ( Check the appropriate box) No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed C3.AI, INC. SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 3, 2025 This proxy statement supplement (this "Proxy Supplement") amends and supplements the definitive proxy statement on Schedule 14A (the "Proxy Statement") of C3.ai, Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") on August 21, 2025, in connection with the solicitation of proxies by the Company's Board of Directors (the "Board") for its 2025 Annual Meeting of Stockholders to be held virtually on October 3, 2025, at 1000 a.m. Pacific Time (the "Annual Meeting"). The purpose of this Proxy Supplement is to provide subsequent information relating to the Board's appointment of Stephen Ehikian as Chief Executive Officer of the Company. Except as updated by this Proxy Supplement, all information set forth in the Proxy Statement remains unchanged. This Proxy Supplement should therefore be read in conjunction with the Proxy Statement. Appointment of Chief Executive Officer Effective September 1, 2025, the Board unanimously appointed Stephen Ehikian as the Company's Chief Executive Officer. Thomas M. Siebel will continue to be engaged as Executive Chairman. Mr. Ehikian, 44, is a seasoned technology leader. He was a member of the founding team and served as Chief Operating Officer and Chief Financial Officer of RelateIQ from 2011 to July 2014, when it was acquired by Salesforce. He served as Vice President of Products at Salesforce from July 2014 to July 2017. Mr. Ehikian then served as Chief Executive Officer and Cofounder of Airkit.ai, from October 2017 until November 2023, when it was acquired by Salesforce. Following the acquisition, Mr. Ehikian served as Vice President of AI Products at Salesforce from November 2023 to January 2024. From January 2025 to July 2025, Mr. Ehikian served as Acting Administrator and Deputy Administrator of the General Services Administration. Mr. Ehikian holds a bachelor's degree in mechanical engineering and economics from Yale University and an M.B.A. from the Stanford Graduate School of Business. Compensatory Matters In connection with his appointment as Chief Executive Officer, the Company entered into an employment letter with Mr. Ehikian on August 29, 2025 (the "Employment Letter"). The Employment Letter provides for at-will employment. Pursuant to the Employment Letter, Mr. Ehikian's annual base salary is $1,000,000, and he is eligible for an annual target bonus of $1,000,000, with the potential to earn up to $2,000,000 at the discretion of the Compensation Committee of the Board (the "Compensation Committee"). Payment of the target amount of Mr. Ehikian's annual bonus will be guaranteed for his first year of employment and paid quarterly in equal installments over that period so long as he remains a full-time active employee on each payment date. Under the terms of the Employment Letter, if Mr. Ehikian resigns voluntarily for any reason or is terminated for cause within 24 months following his first day of employment with the Company, and if the Contingent Portion of the RSU Award has vested, then Mr. Ehikian must repay to the Company, a cash amount equal to the fair market value, measured as of December 30, 2025, of the Contingent Portion of the RSU Award. In addition, subject to the approval of the

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