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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): August 8, 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:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share AI 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 2.02    Results of Operations and Financial Condition.

On August 8, 2025, C3.ai, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the fiscal first quarter ended July 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01     Regulation FD Disclosure.

On August 8, 2025, the Company issued a press release regarding the restructuring of its sales and services organizations. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

The information contained in this Item 2.02, Item 7.01 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibits 99.1 and 99.2 hereto, 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     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
104 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.

C3.ai, Inc.
Dated: August 8, 2025
By: /s/ Thomas M. Siebel
Thomas M. Siebel
Chief Executive Officer and Chairman of the Board of Directors


EX-99.1 2 exhibit991-pressreleasedat.htm EX-99.1 Document

C3 AI Fiscal First Quarter 2026 Preliminary Financial Results
REDWOOD CITY, Calif. — August 8, 2025 — C3.ai, Inc. (“C3 AI,” “C3,” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced preliminary financial results for its fiscal first quarter ended July 31, 2025. All numbers reported are unaudited, preliminary estimates. Completed financial results for the first quarter ended July 31, 2025, an update on fiscal 2026 guidance, and additional details will be provided on September 3, 2025.

Fiscal First Quarter 2026 Preliminary Business Update
•Total revenue for the quarter was $70.2 million – $70.4 million.
•GAAP loss from operations was ($124.7) million – ($124.9) million.
•Non-GAAP loss from operations was ($57.7) million – ($57.9) million.
•$711.9 million in cash, cash equivalents, and marketable securities as of July 31, 2025.




Conference Call Details

What: C3 AI First Quarter Fiscal Year 2026 Financial Results Conference Call
When: Wednesday, September 3, 2025
Time: 2:00 p.m. PT / 5:00 p.m. ET
Participant Registration:
https://register-conf.media-server.com/register/BIb1a8b7bbc122497e974dc266fd57feea (live)
Webcast:
https://edge.media-server.com/mmc/p/mybiv4tr (live and replay)
Statement Regarding Use of Non-GAAP Financial Measures

The Company reports herein the following non-GAAP financial measure, which has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

•Non-GAAP loss from operations. Our non-GAAP loss from operations excludes the effect of stock-based compensation expense-related charges and employer payroll tax expense related to employee stock-based compensation. We believe the presentation of operating results that exclude these non-cash items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

We use this non-GAAP financial measure internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of this non-GAAP financial measure may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the table included at the end of this release for the reconciliation of GAAP loss from operations to Non-GAAP loss from operations.



Use of Forward-Looking Statements
The preliminary financial results presented herein are estimates and subject to the completion of the Company’s financial closing and other procedures and finalization of the Company’s consolidated financial statements for its quarter ended July 31, 2025 and subsequent events may occur that require adjustments to these results. These preliminary financial results have not been reviewed by the Company’s independent auditors. Accordingly, actual financial and operating results that will be reflected in the Company’s Quarterly Report on Form 10-Q for the three months ended July 31, 2025, including in its financial statements, may differ materially from these preliminary results. In addition, any statements regarding the Company's estimated financial results for the quarterly period ended July 31, 2025 included herein do not present all information necessary for an understanding of the Company's financial condition and results of operations as of and for the quarterly period ended July 31, 2025. Moreover, this preliminary information for the quarterly period ended July 31, 2025 is not necessarily indicative of results that may be achieved for any future period.
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 preliminary estimated financial results and other non-historical statements. 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 the risk that subsequent events may occur that require adjustments to the preliminary financial results presented herein, 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, 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 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.



About C3.ai, Inc.
C3.ai, Inc. (NYSE: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.

Investor Contact
ir@c3.ai

C3 AI Public Relations
Edelman
Lisa Kennedy
(415) 914-8336
pr@c3.ai

Source: C3.ai, Inc.



C3.AI, INC.
RECONCILIATION OF PRELIMINARY GAAP TO PRELIMINARY NON-GAAP FINANCIAL MEASURES
(In millions)
(Unaudited)

Range of Preliminary Results
Three Months Ended July 31, 2025
Reconciliation of GAAP loss from operations to non-GAAP loss from operations:
Loss from operations on a GAAP basis $ (124.7) $ (124.9)
Estimated stock-based compensation expense 64.8 64.8
Estimated employer payroll tax expense related to employee stock-based compensation 2.2 2.2
Loss from operations on a non-GAAP basis $ (57.7) $ (57.9)

EX-99.2 3 exhibit992-fy26q1salesands.htm EX-99.2 Document
Exhibit 99.2
C3 AI Restructures Sales and Services Organizations to Accelerate Growth
New leadership includes Chief Commercial Officer, General Manager of EMEA, North America
REDWOOD CITY, Calif. — August 8, 2025 — C3 AI (NYSE: AI), the Enterprise AI application software company, in the course of Q1, has restructured its global sales and services organization, including new leadership. That restructuring is now complete. New leadership includes:
Rob Schilling joins C3 AI as EVP and Chief Commercial Officer, responsible for all Sales, customer-facing teams, and Alliances, effective June 16, 2025. Schilling is a seasoned enterprise application sales leader. His prior experience includes SVP, ERP, Oracle, responsible for a billion-dollar cloud application business; GVP, Nokia Software; CEO, SpaceTime; SVP, SAP Americas; Chief Customer Officer, SAP Japan; and SVP of Sales at Siebel Systems. He brings almost a quarter century of senior enterprise sales leadership to lead the C3 AI go-to-market effort globally.
John Kitchingman joins C3 AI as General Manager, EMEA, effective June 30, 2025. He previously served as SVP, Global Customer Engagement at Dassault Systèmes and VP and Global Sales Leader, IBM Global Services.
Jeff Cosseboom joins C3 AI as Group Vice President, North America East Sales. He brings over three decades of enterprise sales experience as Chief Revenue Officer, Palladin Technologies; Area VP, Salesforce-Vlocity; VP, SAP; and GVP, Siebel Systems/Oracle.
Lars Farnstrom joins C3 AI as Group Vice President, Nordics. He is also an exceptionally experienced technology leader, including as CEO, Crate.io; VP, Nordics, C3 AI; CEO, Raw Lab; VP, Sales Northern Europe, C3 AI; and Group Director, CRM, Siebel Systems.
Alex Amato, Group Vice President of Customer Services and an executive with C3 AI for nine years, has been promoted to assume responsibility for all professional services and customer service operations, reporting to Rob Schilling. In the course of Q1, he has restructured the services organization to ensure a consistent and universal focus on rapid and significant value realization for all C3 AI engagements.
“The good news is we have completely restructured the sales and services organization, including new and highly experienced leadership across the board to ensure a return to accelerating growth and increased customer success at C3 AI. The bad news is that sales results in Q1 were completely unacceptable. Having given this a lot of thought, I attribute this to two factors. One: It is clear that in the short term, the reorganization with new leadership had a disruptive effect. Two: As we have previously announced, I have had a number of health issues in the past six months including multiple hospitalizations and vision impairment. Unfortunately, dealing with these health issues prevented me from participating in the sales process as actively as I have in the past. With the benefit of hindsight, it is now apparent that my active participation in the sales process may have had a greater impact than I previously thought. That being said, as we enter Q2, we have new leadership in place, a restructuring completed, an extraordinarily large market opportunity, a superlative product offering, and exceptional levels of customer satisfaction, and I am confident the company is positioned to accelerate going forward,” said Thomas M. Siebel, Chairman and CEO, C3 AI. “I am pleased to also report that, but for vision impairment, my health has improved dramatically. I am feeling strong and am fully engaged. As you also know, we are actively engaged in an executive search for a successor CEO at C3 AI and are moving expeditiously to identify some excellent candidates in short order.”





###



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 “continue,” “may,” “would,” “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, our sales and customer opportunity pipeline, the results of restructuring our sales and services organizations, the success of our new sales leadership structure, customer satisfaction, the outcome of our search for a new Chief Executive Officer, and our business strategies, plans, and objectives for future 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, 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 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. Certain of 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.




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
Edelman
Lisa Kennedy
415-914-8336
pr@c3.ai 

Investor Relations
ir@c3.ai