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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2025
C3.AI, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
1400 Seaport Blvd
Redwood City, CA
(Address of Principal Executive Offices)
001-39744
(Commission File Number)
26-3999357
(IRS Employer Identification No.)
94063
(Zip Code)
(650) 503-2200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which registered |
| Class A Common Stock, par value $0.001 per share |
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AI |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
The Board of Directors (the “Board”) of C3.ai, Inc. (the “Company”) unanimously appointed Stephen Ehikian as the Company’s Chief Executive Officer, effective September 1, 2025. 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.
In connection with his appointment as Chief Executive Officer, on August 29, 2025, the Company and Mr. Ehikian entered into an employment letter (the “Employment Letter”), pursuant to which Mr. Ehikian will receive a base salary of $1,000,000 per year and is eligible to receive an annual discretionary performance bonus with a target amount 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 bonus amount of $1,000,000 will be guaranteed for the first year of Mr. Ehikian’s employment and paid, less payroll withholdings and deductions, quarterly in equal installments, provided that he remains a full-time active employee on each payment date.
As a material inducement to his acceptance of the Company’s offer of employment, and subject to the approval of the Board or the Compensation Committee, Mr. Ehikian will receive an award of restricted stock units (“RSUs”) having an approximate value of $20,000,000. This RSU award will vest in accordance with the following schedule, subject to vesting acceleration provisions set forth in the Employment Letter: a portion of the grant having a grant date fair value equal to approximately $7,000,000 will vest on December 30, 2025 (the “Contingent Portion”), and the remaining portion of the grant will vest quarterly thereafter in eleven equal installments until the grant is either fully vested or his continuous service terminates, whichever occurs first.
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, as a material inducement to his acceptance of the Company’s offer of employment, and subject to the approval of the Board or Compensation Committee, Mr. Ehikian will receive a stock option award to purchase shares of the Company’s Class A Common Stock having an approximate grant date fair value of $15,000,000. This stock option award will vest in accordance with the following schedule, subject to vesting acceleration provisions set forth in the Employment Letter: 5% of the grant will vest three months after the date of grant, and 5% of the grant will vest quarterly thereafter until the grant is either fully vested or Mr. Ehikian’s continuous service terminates, whichever occurs first.
Each of the above-described awards will be granted under an inducement equity incentive plan and applicable form of award agreement to be adopted by the Board.
The Employment Letter also provides that, upon certain qualifying terminations of Mr. Ehikian’s employment within the first 12 months of his employment or within 36 months following a change in control, he will be entitled to certain severance payments and equity vesting acceleration.
There are no arrangements or understandings between Mr. Ehikian and any other person pursuant to which Mr. Ehikian was selected as Chief Executive Officer. Mr. Ehikian does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 3, 2025, the Company issued a press release announcing the appointment of Stephen Ehikian as the Company’s Chief Executive Officer. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01 Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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| 104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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C3.ai, Inc. |
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| Dated: September 5, 2025 |
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By: |
/s/ Thomas M. Siebel |
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Thomas M. Siebel |
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Executive Chairman |
EX-99.1
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pressreleaseregardingappoi.htm
EX-99.1
Document
C3 AI Appoints Stephen Ehikian as Chief Executive Officer
Siebel to continue as Executive Chairman
REDWOOD CITY, Calif. — September 3, 2025 — C3 AI (NYSE: AI), the Enterprise AI application software company, today announced that Stephen Ehikian has been appointed Chief Executive Officer of C3 AI, effective September 1, 2025. Mr. Ehikian is a recognized innovator in the enterprise software industry and most recently served as Acting Administrator of the U.S. General Services Administration (GSA). Thomas M. Siebel will continue to serve as Executive Chairman.
“I am honored to join C3 AI at such a pivotal time in the AI era,” said Stephen Ehikian, CEO, C3 AI. “C3 AI is one of the most important companies in the AI landscape and enterprise software, with a platform and applications that are unmatched. I am confident that we will be able to capture an increasing share of the immense market opportunity in Enterprise AI.”
Mr. Ehikian is a seasoned technology leader with a record of building and scaling AI companies that defined new categories in enterprise software. He successfully built RelateIQ and Airkit.ai, both acquired by Salesforce. RelateIQ became the foundation of Salesforce Einstein, and Airkit.ai is now a core component of Salesforce Agentforce.
Mr. Ehikian most recently served as President Trump’s appointee as Acting Administrator of the General Services Administration. In this role, he significantly strengthened the GSA’s technology infrastructure, was responsible for implementing the President’s AI Action Plan, and drove the modernization of the federal procurement process.
“Stephen combines entrepreneurial success, technological expertise, and public service experience — and a deep underlying understanding of how AI can serve both commercial markets and government,” said Dr. Condoleezza Rice, the 66th U.S. Secretary of State, and C3 AI Board Member. “With Stephen’s balance of vision, innovation, and accountability, and Tom continuing in his role as Executive Chairman, C3 AI is poised to extend its global reach.”
“As the global race for AI leadership accelerates, Stephen will ensure C3 AI will set the standard for how AI is applied to national security, government systems, and industry,” said General (Ret.) John Hyten, Former Vice Chairman of the Joint Chiefs of Staff and C3 AI Board Member.
“Throughout his career, Stephen has demonstrated how technology can create value — for businesses, institutions, and society,” said Jim Hagemann Snabe, Chairman, Siemens, former co-CEO, SAP, and C3 AI Board Member. “With his deep technical expertise and proven ability to build future-forward companies, I am confident C3 AI will extend its leadership in Enterprise AI and define the future of agentic AI.”
“Under the leadership of Stephen Ehikian, we have the rare combination of the right person, at the right company, in the right market, at the right time,” said Thomas M. Siebel, Executive Chairman, C3 AI. “The board of directors, the executive leadership team, and I are enthusiastic about working with Stephen as he drives the growth and market penetration of C3 AI to realize its full potential.”
Use of Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding our market opportunity, global reach, and leadership position, our ability to continue to deliver unmatched value to customers, our ability to extend our leadership in Enterprise AI, define the future of agentic AI, and set the standard in various AI domains, the continuing role and responsibilities of Mr. Siebel, and statements regarding our expectations regarding the impact of our new chief executive officer on our business and operations. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including our history of losses and ability to achieve and maintain profitability in the future, our historic dependence on a limited number of existing customers that account for a substantial portion of our revenue, our ability to attract new customers and retain existing customers, our ability to successfully transition the role of chief executive officer to Mr. Ehikian and integrate Mr. Ehikian into the C3 AI organization, the ability of our restructured global sales and services organization to achieve desired productivity levels in a reasonable period of time, market awareness and acceptance of enterprise AI solutions in general and our products in particular, the length and unpredictability of our sales cycles, and the time and expense required for our sales efforts. Some of these risks are described in greater detail in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, and other filings and reports we make with the Securities and Exchange Commissions from time to time, including our Quarterly Report on Form 10-Q that will be filed for the fiscal quarter ended July 31, 2025, although new and unanticipated risks may arise. The future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Except to the extent required by law, we do not undertake to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations.
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About C3.ai, Inc.
C3 AI is the Enterprise AI application software company. C3 AI delivers a family of fully integrated products including the C3 Agentic AI Platform, an end-to-end platform for developing, deploying, and operating enterprise AI applications, C3 AI applications, a portfolio of industry-specific SaaS enterprise AI applications that enable the digital transformation of organizations globally, and C3 Generative AI, a suite of domain-specific generative AI offerings for the enterprise.
C3 AI Public Relations
Axicom
Mindy Nelson
830-214-4823
pr@c3.ai
Investor Relations
ir@c3.ai
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