0001577526false00015775262024-04-092024-04-09

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On April 9, 2024, the board of directors (the “Board”) of C3.ai, Inc. (the “Company”) elected Alan Murray to the Board, effective May 1, 2024. Mr. Murray was elected as a Class I director to hold office until the Company’s 2024 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation, or removal.

Consistent with its compensation for directors generally, Mr. Murray will receive options to purchase shares of Class A common stock, but will not receive any cash compensation for his service on the Board. As a newly elected director, Mr. Murray will receive options to purchase shares of Class A Common Stock under the Company's Amended and Restated 2020 Equity Incentive Plan, as amended, having an aggregate grant date fair value of $900,000 and vesting over a five-year period.

There is no arrangement or understanding between Mr. Murray and any other persons pursuant to which he was elected as a director. Mr. Murray has no direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.

On April 9, 2024, the Company issued a press release announcing Mr. Murray’s election to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

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.