C3.ai (AI): Revenue & Business Model Analysis 2026

Insights derived from analysing SEC filings. Independent analysis of C3.ai, Inc. Class A common stock, not a publication of the SEC.

Figures are read from the Forms 10-K for fiscal 2021 and for fiscal 2023 to fiscal 2026, the years ended 30 April 2021 and 30 April 2023 to 30 April 2026, the three Forms 10-Q for the quarters ended 31 July 2025, 31 October 2025 and 31 January 2026, the eighteen Forms 8-K filed between 1 May 2025 and 2 September 2026 with their earnings releases at Exhibit 99.1 under Item 2.02, of which the release of 2 September 2026 carries the figures for the quarter ended 31 July 2026 that no Form 10-Q reports, the Form 8-K of 29 May 2024 that carries the fiscal 2024 non GAAP measures, the description of securities at Exhibit 4.4 to the fiscal 2021 Form 10-K, the offer letter at Exhibit 10.1 to the Form 10-Q for the quarter ended 31 July 2025, the proxy statements on Form DEF 14A for the annual meetings of 3 October 2025 and 26 October 2026, the Forms 3 and 4, the Rule 144 notices, the Schedules 13G with their amendments and the Forms 13F-HR on the record for central index key 1577526, together with the filings of six peers. Accession numbers appear beside each filing named in the text. Market prices are the closing prices of 4 September 2026.

Summary

C3.ai took revenue of $52.4m in the quarter ended 31 July 2026, the first quarter of fiscal 2027, against $70.3m in the quarter ended 31 July 2025. Cost of revenue was $35.7m and operating expenses $114.9m, giving a GAAP loss from operations of $98.3m and a diluted net loss per share of $(0.60) on a weighted average 155.0 million shares. Those figures come from Exhibit 99.1 to Form 8-K 0001577526-26-000119, filed 2 September 2026. No Form 10-Q and no Form NT 10-Q had been filed for that quarter as at 8 September 2026, so they are unaudited and sit outside the periodic reporting record.

C3.ai closes its books on 30 April, so fiscal 2026 is the year ended 30 April 2026 and fiscal 2027 the year ending 30 April 2027. For fiscal 2026 revenue was $250.3m against $389.1m for fiscal 2025, the year ended 30 April 2025, a fall of $138.8m or 35.7%, after growth of 25.3% the year before from $310.6m in the year ended 30 April 2024. Subscription revenue fell 30.7% to $227.1m and professional services revenue fell 62.3% to $23.2m. Gross margin fell from 60.6% to 30.9%, the loss from operations widened from $(324.4)m to $(498.5)m, and the net loss per share was $(3.35) against $(2.24).

Operating expenses were $575.9m in the year ended 30 April 2026 against $560.3m a year earlier, up 3% while revenue fell 36%, and include a restructuring charge of $10.8m under a plan the board approved on 24 February 2026. Stock based compensation of $263.7m exceeded revenue. Management's non GAAP loss from operations of $(217.8)m for the year is the GAAP $(498.5)m with stock based compensation, the employer payroll tax on employee stock based compensation and restructuring added back. That definition changed on two dates: the release of 25 February 2026 excluded restructuring from the outlook alone, and the preliminary release of 12 May 2026 added it to the reported reconciliation, where the release of 3 June 2026 carried it.

Cash, cash equivalents and marketable securities were $575.4m at 30 April 2026 against $742.7m a year earlier, and $651.1m at 31 July 2026 after financing inflows of $72.8m in that quarter. Net cash used in operating activities was $(190.2)m for the year ended 30 April 2026 against $(41.4)m, and free cash flow an outflow of $192.1m against $44.4m. The balance sheet carries no borrowings and the income statement no interest expense. Item 7 of the fiscal 2026 Form 10-K states that existing cash and cash equivalents and marketable securities alone will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months.

Remaining performance obligations were $203.1m at 30 April 2026 against $235.1m at 30 April 2025, with $129.3m expected as revenue over the following twelve months. One Customer-Entity reached 10% of revenue in the year ended 30 April 2026, at 14%, against two at 19% and 12% the year before. North America produced $225.8m of revenue, 90.2% of the total. Noncancellable purchase commitments at 30 April 2026 were $379.8m for cloud hosting and $61.6m for professional services.

The Class A common stock closed at $10.46 on 4 September 2026, putting the market value of both classes of common stock, 155,449,277 shares, at $1.63bn, or 6.50 times revenue for the year ended 30 April 2026. Across the seven registrants compared in chapter 3, each on its own latest filed fiscal year, C3.ai recorded the largest revenue fall at (35.7)% and the lowest operating margin at (199.2)%. Its gross margin of 30.9% sits between BigBear.ai at 22.3% and Snowflake at 67.2%, and its total liabilities of 0.25 times equity are the second lowest after Palantir at 0.19 times.

Thomas M. Siebel held 48.9% of total voting power at 4 August 2026 and all directors and officers as a group, thirteen people, held 49.7%, on the proxy statement's own column. The 3,499,992 Class B shares carry 50 votes each, which is 2.2% of shares outstanding and 52.8% of the votes on the counts filed at that date. Across the twelve months to 7 September 2026 insiders filed 57 Forms 4 covering two open market purchases of 35,000 shares, 6.375 million shares sold without a withholding footnote, of which 6.365 million under a Rule 10b5-1 plan named in a footnote, and 1.169 million shares the issuer sold to meet tax withholding on vesting.

Item 1A of the Form 10-K for the year ended 30 April 2026 carries 63 risk factors against 61 in the Form 10-K for the year ended 30 April 2025, with four added, two removed and 23 materially reworded. The first risk factor of the document moved from "our revenue growth may be slower than we expect" to "our revenue may continue to decline or growth may be slower than we expect". Guidance for fiscal 2027, the year ending 30 April 2027, is revenue of $210.0m to $240.0m, issued on 3 June 2026 and maintained on 2 September 2026; the three cases in chapter 8 take the top, the midpoint and the bottom of that range.

1 Revenue & Business Model

C3.ai reported revenue of $52.4m for the quarter ended 31 July 2026, against $70.3m in the quarter ended 31 July 2025, a fall of 25.5%. Those figures come from the earnings release filed as Exhibit 99.1 to Form 8-K 0001577526-26-000119 on 2 September 2026. No Form 10-Q and no Form NT 10-Q had been filed for that quarter as at 8 September 2026, so they are unaudited and do not yet appear in a periodic report.

For the full fiscal year ended 30 April 2026, revenue was $250.3m, against $389.1m for the fiscal year ended 30 April 2025, a fall of $138.8m or 35.7%. Both are XBRL figures from Form 10-K 0001577526-26-000078; the fiscal 2025 figure was originally reported in Form 10-K 0001628280-25-032604. The year before, revenue had grown 25.3%, from $310.6m in the fiscal year ended 30 April 2024.

What the company sells

Item 1 of the fiscal 2026 Form 10-K describes three products: 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 applications; and C3 Generative AI, a library of agentic AI applications built into the platform and available with every application. The company reports one operating and reportable segment, managed at the consolidated level by the Chief Executive Officer and the Executive Chairman as chief operating decision makers.

The revenue model in Item 1 has two lines, and the income statement uses the same two. Subscription revenue covers software licences, software as a service, stand ready Center of Excellence support, initial production deployments and runtime and hosting fees; a customer typically starts with a paid initial production deployment lasting up to six months, then either pays a monthly fee with consumption charges measured in vCPU and vGPU hours, or signs a time certain multiperiod commitment. Professional services covers prioritized engineering services, paid implementation, consulting and training, and Item 1 states that where a large or continuing professional services presence is needed the company generally relies on its partner ecosystem to provide it.

Subscription fees are invoiced in annual increments on signature or renewal, payable within 30 to 60 days. The Revenue note states that certain government contracts are cancellable during the subscription term depending on the future fiscal funding available to the contract, and that the company has not experienced any cancellation due to that funding constraint. Sales commissions paid to win a contract are deferred and amortised over an expected period of benefit of approximately five years, and the expense recognised for them was $10.9m in the year ended 30 April 2026, $13.5m in the year ended 30 April 2025 and $7.2m in the year ended 30 April 2024.

Item 1 names the partner ecosystem as the primary channel for customer acquisition and expansion, and lists alliances with Microsoft, Amazon Web Services, Google Cloud, McKinsey & Company, Baker Hughes, Booz Allen Hamilton, Fractal, Cathexis, Capgemini, PwC and Cognizant. Customers are described as large organisations in oil and gas, power and utilities, aerospace and defence, industrial products, life sciences, financial services and government, and Item 1 states that the United States Federal government has emerged as a significant and growing segment of the business.

The mix moved toward subscription as both lines fell

Subscription revenue was $227.1m in the fiscal year ended 30 April 2026, down 30.7% on the $327.6m of the year ended 30 April 2025. Professional services revenue was $23.2m, down 62.3% on $61.4m. In dollars, subscription accounted for $100.5m of the $138.8m fall and professional services for $38.2m. Subscription was 90.7% of revenue in the year ended 30 April 2026 and 84.2% the year before. In the quarter ended 31 July 2026 the release states subscription revenue at $49.2m and 94% of total revenue, with professional services at $3.2m against $10.0m a year earlier.

The Revenue note reports that revenue from software licences that do not require maintenance and support services, recognised when control of the software transfers rather than over the contract term, was $43.8m in the year ended 30 April 2026, $94.2m in the year ended 30 April 2025 and $29.6m in the year ended 30 April 2024. That is 19.3% of subscription revenue in the most recent year and 28.8% in the prior one. Within professional services, prioritized engineering services were $18.0m in the year ended 30 April 2026 against $43.0m the year before, and service fees were $5.1m against $18.4m.

Total deferred revenue, current and noncurrent together, was $36.4m at 30 April 2026 and $36.6m at 30 April 2025; the current portion alone was $34.861m at 30 April 2026. Of the opening balance, $36.5m was recognised as revenue during the year ended 30 April 2026, and $38.5m of the prior opening balance during the year ended 30 April 2025.

Customer concentration

The Revenue note defines a Customer-Entity as each entity that is the ultimate parent of a party contracting with the company, and states that a limited number of them have accounted for a large part of revenue and accounts receivable to date. For the accounts receivable percentages the note excludes unbilled receivables.

Table 1.1 Customer-Entity concentration, as disclosed in the Revenue note of each Form 10-K

Accounts receivable shares are those of the Customer-Entities above 10% of accounts receivable, which the note does not identify as the same entities as the revenue column. Fiscal 2022 and 2023 figures are from Form 10-K 0001628280-24-028786; fiscal 2024 to 2026 from 0001577526-26-000078. The reading n/a marks a period whose accounts receivable percentages sit outside those two filings.

The Related Party Transactions note records subscription revenue from Baker Hughes of $75.5m in the fiscal year ended 30 April 2023 and $60.4m in the year ended 30 April 2022, plus professional services revenue of $16.8m and $16.9m. Baker Hughes ceased to qualify as a related party on 30 June 2023, and the note states that amounts are presented only for the periods in which it was one; the last disclosed period, the fiscal year ended 30 April 2024, carries $10.6m of subscription revenue and $5.8m of professional services revenue. The reselling agreement itself is set out in chapter 4.

Revenue by geography

The Revenue note disaggregates revenue into North America, Europe, the Middle East and Africa, Asia Pacific and Rest of World. North America was $225.8m in the fiscal year ended 30 April 2026, down 34.8% on the $346.2m of the year ended 30 April 2025. The Europe, Middle East and Africa region was $22.0m, down 46.0% on $40.7m. Asia Pacific was $686,000 and Rest of World $1.8m; the two together were 1.0% of revenue.

The note's own footnote to that table states that the United States comprised 89%, 86% and 86% of revenue in the fiscal years ended 30 April 2026, 2025 and 2024, and that no other country comprised 10% or more of revenue in any of those three years. The United States share was 78% in the fiscal year ended 30 April 2022. Over the same five years, revenue outside North America fell from $55.3m in the fiscal year ended 30 April 2022 to $24.5m in the fiscal year ended 30 April 2026, and North America moved from 78.1% of revenue to 90.2%.

Contracted revenue not yet recognised

The Revenue note in the fiscal 2026 Form 10-K defines the measure directly: "Remaining performance obligations are committed and represent non-cancellable contracted revenue that has not yet been recognized and will be recognized as revenue in future periods." The same note states that where a contract lets a customer cancel without a significant penalty the cancellable amount is excluded, and that amounts billed and recognised as delivered, primarily monthly usage based runtime and hosting charges, are also excluded.

On that basis, remaining performance obligations were $203.1m at 30 April 2026 and $235.1m at 30 April 2025, a fall of 13.6%. Of the 2026 balance, $129.3m is expected to be recognised over the next 12 months, and the note states a majority of the rest over the following 13 to 48 months. The note also discloses that $50.7m of the $203.1m is noncancellable commitments where the actual product selection and the quantities of specific products or services will be determined at a later date; the equivalent disclosure a year earlier was $66.5m of $235.1m.

The 30 April 2023 balance shown above included $162.2m of Baker Hughes minimum noncancellable commitments, disclosed in Form 10-K 0001628280-23-022983.

2 Financial Analysis & Ratios

Cost of revenue was $35.7m and operating expenses $114.9m in the quarter ended 31 July 2026, the first quarter of fiscal 2027, giving a loss from operations of $98.3m on revenue of $52.4m. Those figures come from Exhibit 99.1 to the Form 8-K filed 2 September 2026, accession 0001577526-26-000119, and are the unaudited condensed statements in the release rather than periodic report figures.

Fiscal 2026, the year ended 30 April 2026, is the audited period. Cost of revenue rose 13% and operating expenses rose 3% while revenue fell 35.7%.

Table 2.1 Consolidated statement of operations, fiscal 2024 to fiscal 2026, as filed, in millions of dollars

All three years from Form 10-K accession 0001577526-26-000078, fiscal 2024 from its comparative columns. Stock based compensation is the cash flow statement line.

The cost lines against falling revenue

Cost of subscription revenue rose $22.4m while subscription revenue fell $100.5m. Item 7 of the fiscal 2026 Form 10-K attributes the cost increase to higher payroll and contractor costs of $22.0 million, higher overhead costs of $1.1 million and higher depreciation costs of $0.7 million, partly offset by lower data center costs of $2.4 million. Subscription gross margin, as Item 7 states it, fell from 56% to 27%, and professional services gross margin from 85% to 72%. Total gross margin fell from 61% to 31%.

Sales and marketing fell 1% and research and development rose 1%, on revenue down 36%. Item 7 attributes the sales and marketing movement to lower advertising costs of $12.9 million and lower marketing costs of $6.9 million, offset by higher payroll costs of $17.9 million as a result of increased stock based compensation on additional equity awards granted to current and new employees. General and administrative rose 5%, on higher payroll and stock based compensation costs of $11.3 million against lower other general and administrative expenses of $3.8 million and lower professional services costs of $3.2 million.

Operating expenses of $151.3m in the quarter ended 31 July 2025 fell to $114.9m in the quarter ended 31 July 2026, a fall of 24%. In the quarter ended 31 January 2026, cost of revenue of $44.0m on revenue of $53.3m left gross profit of $9.2m and a GAAP gross margin of 17%.

The restructuring plan the board approved on 24 February 2026, set out in chapter 4, carried a charge of $10.8m in the year ended 30 April 2026: $5.2m of cash severance and $5.6m of noncash items, of which $4.8m was stock based compensation and the balance a write off of property and equipment. The restructuring note to the fiscal 2026 Form 10-K puts the reduction at approximately 280 positions. A further $0.7m was charged in the quarter ended 31 July 2026, for vendor consolidation.

Stock based compensation

Stock based compensation of $263.7m in the year ended 30 April 2026 exceeded revenue of $250.3m. The stock based compensation note reports $268.5m, the difference being the $4.8m charged to the restructuring line rather than to the operating expense lines. Sales and marketing carried $95.5m of the charge, research and development $79.2m and general and administrative $51.5m. Additional paid in capital rose from $2.2bn to $2.5bn over the year, and weighted average shares from 129.1 million to 140.5 million.

GAAP beside non GAAP

Table 2.2 GAAP and non GAAP measures, each period as management reports it, in millions of dollars

Fiscal 2024 from Exhibit 99.1 to the Form 8-K filed 29 May 2024, accession 0001628280-24-025609. Fiscal 2025 and fiscal 2026 from Exhibit 99.1 to the Form 8-K filed 3 June 2026, accession 0001577526-26-000056. The quarter ended 31 July 2026 from Exhibit 99.1 to the Form 8-K filed 2 September 2026, accession 0001577526-26-000119. Among the non GAAP measures, only free cash flow appears in Item 7 of the fiscal 2026 Form 10-K; the operating and per share measures are published in the Item 2.02 Form 8-K exhibits.

What changed in the definition, and when

Every release up to and including the one filed 25 February 2026 defines the non GAAP operating measures as excluding "the effect of stock-based compensation expense-related charges and employer payroll tax expense related to employee stock-based compensation". The same release states in its outlook section that guidance for non GAAP loss from operations for the fourth quarter of fiscal 2026, ended 30 April 2026, and for that full year excludes restructuring expenses before tax of approximately $10.0 million to $12.0 million. That is the first of the two dates on which the definition moved, and it moved for the outlook alone.

The reported definition followed one quarter later, on the second date. The preliminary release filed 12 May 2026 and the release filed 3 June 2026 both state the exclusions as "the effect of restructuring expenses, stock-based compensation expense-related charges and employer payroll tax expense related to employee stock-based compensation", and both reconciliation tables carry a restructuring add back, $10.8 million in the preliminary release and $10.828m in the release of 3 June 2026. The release filed 2 September 2026 carries the same three exclusions and extends them to non GAAP net loss and non GAAP expenses.

Fiscal 2026, the year ended 30 April 2026, therefore reports a non GAAP operating loss of $217.8m on the definition in force from June 2026. On the definition in force when fiscal 2026 guidance was first issued in May 2025 and when it was reset in December 2025, the same year carries $228.6m. Guidance issued before 25 February 2026 and the result reported on 3 June 2026 rest on different exclusion lists.

Ratios and the cash position

Table 2.3 Ratio analysis, fiscal 2024 to fiscal 2026

Computed from the filed statements in Forms 10-K 0001577526-26-000078 and 0001628280-25-032604. Average based ratios need an opening balance sheet that neither filing carries for fiscal 2024, so those cells read n/a. Return on average equity above is struck on the average of the opening and closing stockholders' equity balances; the comparator table in chapter 3 strikes return on equity on closing stockholders' equity alone, so it reads (71.9)% for the year ended 30 April 2026 where this table reads (63.0)%. The balance sheets carry no borrowings, and the income statements carry no interest expense, so leverage is measured against total liabilities.

Cash, cash equivalents and marketable securities stood at $575.4m at 30 April 2026, against $742.7m a year earlier. The balance was $651.1m at 31 July 2026 after financing inflows of $72.8m in that quarter. Free cash flow, the company's own measure of net cash from operating activities less purchases of property and equipment and capitalised software, was an outflow of $192.1m in the year ended 30 April 2026 and an inflow of $2.1m in the quarter ended 31 July 2026.

Item 7 of the fiscal 2026 Form 10-K states on liquidity: "We believe that existing cash and cash equivalents and marketable securities alone will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months." The same section states that the company expects to keep incurring operating losses and negative operating cash flows in the next few quarters, and that it may require additional capital to execute on its strategic initiatives to grow the business.

3 Sector & Competitor Analysis

Of the seven registrants compared here, each on its own latest filed fiscal year, C3.ai recorded the largest revenue fall, (35.7)% for the year ended 30 April 2026, and the lowest operating margin, (199.2)%. Two other comparators recorded a fall: BigBear.ai at (19.3)% for the year ended 31 December 2025 and Booz Allen Hamilton at (6.4)% for the year ended 31 March 2026.

The market as the company itself describes it

Item 1 of the fiscal 2026 Form 10-K sizes the sector in one sentence, citing an outside research house: "This year the AI software market is expected to exceed $450 billion based on the IDC report." The same section states that the company believes no platform is directly competitive with the full scope of the C3 Agentic AI Platform, while a number of providers offer overlapping capabilities.

That Item 1 also lists seven categories of current and potential competition: corporate IT organisations building internal solutions; commercial enterprise and point solution software providers; open source providers with data management, machine learning and analytics offerings; public cloud providers offering the same functionality as discrete tools and microservices; system integrators building custom software; legacy data management product providers; and strategic and technology partners that also carry a competitor's technology.

The filing then names where the pressure comes from. Verbatim: "Our primary competition is largely do-it-yourself, company-specific AI platforms built by internal IT organizations, typically by integrating internally developed tools, open source solutions, point solutions from independent software vendors, and components from AWS, Microsoft Azure, or Google Cloud, often managed as professional service projects by firms such as Accenture, Capgemini, Lockheed Martin, Booz Allen Hamilton, among others." The same paragraph states that GE Predix and IBM Watson, once positioned as functionally equivalent, are no longer encountered by C3.ai in competitive situations.

The same Item states that C3.ai's solutions are available on the Microsoft Azure, AWS and Google Cloud marketplaces.

How the comparator set was chosen

Two rules, applied together, produced the seven names in Table 3.2.

Under the first rule, the filing names the comparator. Accenture plc, Booz Allen Hamilton and Microsoft appear by name in the competition discussion of C3.ai's own fiscal 2026 Form 10-K, Accenture and Booz Allen as firms running the internal build projects that Item 1 describes as the primary competition, Microsoft as the operator of Azure.

Under the second rule, the comparator files under the same industry classification and sells an adjacent business. Palantir Technologies, Snowflake and BigBear.ai each file under the same EDGAR industry code as C3.ai, 7372 Services-Prepackaged Software, and each sells enterprise software that ingests customer data and runs analytical or artificial intelligence workloads on it. Booz Allen files under 8742 Services-Management Consulting Services and Accenture under 7389 Services-Business Services, NEC, so those two enter on the first rule alone.

Table 3.1 Where each comparison is imperfect, stated once

Every ratio in Table 3.2 is struck on one definition applied to all seven registrants: revenue growth against the prior fiscal year; gross margin on each registrant's own filed gross profit subtotal; operating margin on operating income or loss; return on equity on net income or loss over closing stockholders' equity; leverage on total liabilities over closing stockholders' equity; and market value over the latest fiscal year revenue.

None of the six comparators shares C3.ai's 30 April year end. The years in Table 3.2 end on six different dates spread across ten months, from 31 August 2025 to 30 June 2026; Palantir Technologies and BigBear.ai Holdings share the 31 December 2025 year end. Growth rates, margins and multiples in the same column therefore cover different twelve month windows, and none of the pairwise comparisons is on the same period. The market values are the exception: all seven are struck on the same 4 September 2026 close.

Table 3.2 Latest fiscal year as filed, one metric definition across seven registrants

Revenue, gross profit, operating income, net income, equity and liabilities are XBRL figures from each registrant's latest Form 10-K: C3.ai 0001577526-26-000078, Palantir 0001321655-26-000011, Snowflake 0001640147-26-000008, BigBear.ai 0001836981-26-000018, Booz Allen 0001628280-26-037521, Accenture 0001467373-25-000217, Microsoft 0001193125-26-323660. Market values are the 4 September 2026 close multiplied by the cover page share count, set out in full below. The market value to revenue ratio is struck on the filed figures, not on the rounded columns above.

On gross margin, C3.ai at 30.9% sits between BigBear.ai at 22.3% and Snowflake at 67.2%, with Palantir at 82.4%. On the balance sheet C3.ai carries total liabilities of 0.25 times equity, the second lowest ratio after Palantir at 0.19 times, and the balance sheet in the fiscal 2026 Form 10-K carries no debt line, with cash and cash equivalents of $66.197m and current marketable securities of $509.252m at 30 April 2026.

The price basis for this document

Every price in this Financial Analysis is the regular session close of Friday 4 September 2026. US markets were shut on Monday 7 September 2026. Each daily price series was confirmed to terminate on 4 September 2026, and no after hours print is used.

Table 3.3 Close and cover page share count behind each market value, 4 September 2026

The product of the two numeric columns is the market value column of Table 3.2, which is not repeated here. Every class of common or ordinary shares on each cover page is counted, because the value being struck covers the whole equity, every class included. The share counts are as of the dates in the table, which run from 4 June 2026 to 21 August 2026, so none is a count on 4 September 2026.

The fiscal 2026 Form 10-K cover page reports Class A 151,949,285 shares and Class B 3,499,992 shares, both as of 10 June 2026, and the $1.63bn market value uses the sum, 155,449,277 shares. Exhibit 4.4 to the fiscal 2021 Form 10-K (accession 0001628280-21-012990), the operative filed description of the registrant's securities, states that apart from voting and conversion rights the two classes are treated identically, with equal dividend and liquidation rights, and that each Class B share converts one for one into Class A at the holder's option and automatically on transfer. The two classes carry the same economic claim, so a value struck on Class A alone would omit part of it. Voting power is a separate matter and is set out in chapter 5.

Palantir's count covers Class A, Class B and Class F; Accenture's covers Class A and Class X ordinary shares, the latter 0.05% of its total; Snowflake reports its cover page count rounded to the nearest hundred thousand shares, and the market value carries that rounding.

Market prices in this document carry no named provider, and no market derived figure sits under the SEC-API.io credit that covers the filings.

4 Material Events & Contracts

C3.ai filed eighteen Forms 8-K between 1 May 2025 and 2 September 2026, the most recent reporting results for the quarter ended 31 July 2026. Eight carry Item 2.02, results of operations, and eight carry Item 5.02, departure and appointment of directors and officers; the filing of 12 May 2026 carries both. Item numbers below are the EDGAR filing header values returned by filing-search. The structured 8-K endpoint returns 8 of the 18 filings for this registrant, so it is not the register.

Table 4.1 Forms 8-K filed 1 May 2025 to 2 September 2026, newest first

Leadership changes

Four board changes, three filings on the chief executive office and one equity plan account for the eight Item 5.02 disclosures in sixteen months. The office changed hands twice: Thomas M. Siebel held it to 31 August 2025, Stephen Ehikian from 1 September 2025 to 7 May 2026, and Mr Siebel again from 8 May 2026.

Table 4.2 Item 5.02 disclosures, newest first

One senior hire in the period sits outside this register. Robert Schilling joined as executive vice president and chief commercial officer on 16 June 2025, on a letter filed as Exhibit 10.1 to the Form 10-Q for the quarter ended 31 July 2025 (0001577526-25-000033) rather than under Item 5.02. It sets a base salary of $600,000, a target annual bonus of $1.4m guaranteed for the first year, restricted stock units of about $25.0m vesting 20% at twelve months and 5% quarterly, and a second grant made on 30 September 2025 with a value equivalent to 29,004 shares of Oracle Corporation common stock, vesting on grant. Resignation or termination for cause within twelve months requires repayment of any bonus paid and of the grant date fair value of that second grant.

Material contracts

The fiscal 2026 Form 10-K exhibit index (0001577526-26-000078) files no new material contract. Every contract in Table 4.3 is incorporated by reference from an earlier filing.

Table 4.3 Material contracts in the fiscal 2026 Form 10-K exhibit index

The Baker Hughes joint venture is the only commercial contract in the index; the other entries are two leases, a sublease, the equity and purchase plans and the officer agreements. Its third amendment of 31 October 2021 replaced the term clause: the initial term ran to 30 April 2025, with renewals for further three year periods to be negotiated in good faith starting at least six months before expiry, and any renewal may or may not carry minimum payment obligations. The same amendment deleted the Minimum Annual Revenue Commitment clause from 1 May 2022 and recorded a $16.0m sales commission payable to Baker Hughes for year three by 30 April 2022. Note 12 of the fiscal 2026 10-K gives the commitment schedule as revised in October 2021, $85.0m for fiscal 2023, the year ended 30 April 2023, $110.0m for fiscal 2024, ended 30 April 2024, and $125.0m for fiscal 2025, ended 30 April 2025, and records that Baker Hughes ceased to be a related party on 30 June 2023. Item 1 of the same 10-K states that the partnership was renewed and expanded in April 2025 and that Baker Hughes resells C3 AI software in oil and gas and is a nonexclusive reseller in other industries. That renewal carries no separate exhibit in the fiscal 2026 index, where the last listed amendment is the third.

The Redwood City lease covers 283,015 square feet across two towers and expires in March 2033; fourteen other offices are leased and no real property is owned. Total operating lease liabilities were $58.7m at 30 April 2026 against $60.3m a year earlier, on a weighted average remaining term of 6.9 years and a discount rate of 8.7%, with future minimum payments of $78.5m. The First Virtual Group sublease renews automatically for successive one year terms until the head lease expires unless the subtenant terminates, at a base rent matching the rate per square foot C3.ai itself pays, which began at about $8,608 a month. Noncancellable purchase commitments at 30 April 2026 were $379.8m for cloud hosting and associated services and $61.6m for professional services, due over one to four years.

Restructuring and litigation

The board approved a restructuring plan on 24 February 2026 covering about 26% of the global workforce, about 280 people, and about 30% of annualised nonemployee costs, the second part expected to complete by about the second quarter of fiscal 2027, the quarter ending 31 October 2026. The Item 2.05 filing estimated pretax charges of $10.0m to $12.0m in the fourth quarter of fiscal 2026, the quarter ended 30 April 2026; the 10-K records $10.8m, of which $5.2m was cash severance paid within the year and $5.6m noncash.

Two Item 8.01 filings report court rulings. On 12 March 2026 the court granted in part and denied in part the motions to dismiss the third amended complaint in Reckstin Family Trust v. C3.ai (No. 4:22-cv-01413-HSG), dismissing with prejudice all Exchange Act Section 10(b), 20(a) and Rule 10b-5 claims and all Section 20A insider trading claims, and leaving Securities Act Sections 11 and 15 claims on a single sentence in the initial public offering registration statement. On 14 July 2026 the court granted the defendants' motion to dismiss Liggett v. C3 AI (No. 3:25-cv-07129-TLT) in its entirety.

5 Ownership, Voting Power & Annual Meeting

Thomas M. Siebel, who resumed as chief executive on 8 May 2026, held 48.9% of C3.ai's total voting power as of 4 August 2026, the date the current proxy statement uses for its beneficial ownership table. Directors and officers as a group, thirteen people, held 49.7%. Both percentages are the proxy's own column, headed "% of Total Voting Power" (DEF 14A 0001577526-26-000110, filed 27 August 2026). The 2026 annual meeting is set for 26 October 2026, with a record date of 4 September 2026.

The dual class arithmetic

Exhibit 4.4 to the fiscal 2021 Form 10-K (0001628280-21-012990) is the operative description of the registrant's securities; later annual reports do not refile it. It states that holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock to 50 votes per share, the two classes generally voting together as a single class. Except for voting and conversion rights, the charter treats the classes identically, with equal dividend and liquidation rights. Authorised capital is 1,000,000,000 Class A shares, 3,500,000 Class B shares and 200,000,000 preferred shares, with no preferred outstanding. Only Class A is registered under Section 12 and listed, on the New York Stock Exchange under the symbol AI. The 50 votes per share language is repeated in the fiscal 2026 Form 10-K, the Form 10-Q for the quarter ended 31 January 2026 and the 2026 proxy statement.

Each Class B share converts one for one into Class A at the holder's option and automatically on any transfer, subject to exceptions where the transferor retains sole dispositive power and exclusive voting control. All Class B converts on the earliest of four events: six months after the death or incapacity of Mr Siebel; six months after he stops providing services as an officer, employee, director or consultant; the twentieth anniversary of the closing of the initial public offering; or a date specified by holders of a majority of the Class B shares, voting as a separate class. The same exhibit records a board divided into three classes with three year terms, no cumulative voting, no stockholder action by written consent, removal of directors for cause only and on two thirds of total voting power, and a two thirds vote to amend those provisions.

Class B outstanding has been 3,499,992 shares on every cover page examined, eight shares short of the full authorisation, and carries 174,999,600 votes.

Table 5.1 Class B economic and voting share, this report's arithmetic on filed share counts

The share counts and the 50 to 1 ratio are as filed. The two percentage columns are computed from them, and no filing reviewed here states either figure for the Class B class as a whole; the per holder voting power percentages in Table 5.2 below are a different measure and are the proxy's own published column. Class A outstanding rose by 14.8 million shares between 4 March and 4 August 2026, and on that arithmetic the Class B share of votes fell from 55.2% to 52.8%.

Who holds what

Table 5.2 Beneficial ownership at 4 August 2026, from DEF 14A 0001577526-26-000110

Percentages are computed by the company on 156,587,193 Class A and 3,499,992 Class B shares outstanding at 4 August 2026, with each holder's own options exercisable within 60 days added to that holder's denominator.

Mr Siebel's line splits in the proxy into 23.4 million Class A and 2.6 million Class B shares held directly or through trusts and partnerships, 41.4% of voting power, plus 509,216 Class A and 500,000 Class B shares over which he holds an irrevocable proxy under a voting agreement with Patricia A. House, a further 7.5%. The proxy states that the parties to the voting agreement are not believed to constitute a group under Section 13 of the Exchange Act, as Mr Siebel exercises voting control over the shares. His Class A figure includes 12.2 million shares under options exercisable within 60 days of 4 August 2026 and 77,502 shares under restricted stock units. The 3.1 million Class B shares he holds or votes are 87.8% of the class, leaving 427,172 Class B shares in other hands.

Schedules 13D and 13G

Fifteen beneficial ownership schedules named C3.ai as subject in the two years to 7 September 2026. EDGAR renamed these form types during the period, and the two label sets return different sets: the old labels return 2 filings, the new labels 13. Every one of the fifteen is a Schedule 13G or an amendment to one. No Schedule 13D was filed in the window.

Table 5.3 Schedules 13D and 13G naming C3.ai as subject, 7 September 2024 to 7 September 2026

Shares and percentages are Class A common stock as each filer reports them. Seven filers appear: Mr Siebel, BlackRock, The Vanguard Group and Vanguard Portfolio Management, Susquehanna Securities with its affiliates, Voya Financial and Baker Hughes. The Vanguard Group reported zero in March 2026, five weeks before Vanguard Portfolio Management LLC filed a new Schedule 13G at 6.1%. Mr Siebel's reported Class A position moved from 29.19 million shares, 18.6%, at 30 June 2025 to 25.56 million shares, 15.3%, at 31 March 2026.

The 13F register

333 Form 13F-HR reports named CUSIP 12468P104 for the quarter ended 30 June 2026. Those reports are filed under each holder's own central index key, so none of them forms part of C3.ai's own filing total, and the number counts reports rather than distinct managers. Late reports for that quarter were still arriving on 7 September 2026, so the count can rise.

The annual meeting

The 2025 annual meeting was held on 3 October 2025, with a record date of 4 August 2025, when 134,027,425 Class A and 3,499,992 Class B shares were outstanding, on the proxy statement for that meeting (DEF 14A 0001577526-25-000012, filed 21 August 2025). Votes representing 253,988,115 of the 309,027,025 eligible votes were cast on every proposal, 82.2% of the total. On the charter ratio, the Class B block accounted for 174,999,600 votes, 68.9% of the votes represented, if all of it was voted; that share is this report's arithmetic and no filing reviewed here states it.

Table 5.4 2025 annual meeting results, from Form 8-K Item 5.07, accession 0001577526-25-000045

All three directors were elected, the advisory pay proposal passed and the auditor was ratified. The filing states that no other matters were submitted. The 2026 meeting carries four items: the election of John C. Dwyer, Michael G. McCaffery and Stephen M. Ward, Jr. as Class III directors to the 2029 meeting, an advisory vote on named executive officer compensation, ratification of Deloitte & Touche LLP for the year ending 30 April 2027, and approval of an amendment and restatement of the 2020 Equity Incentive Plan. The board recommends a vote for each. Results will appear in an Item 5.07 Form 8-K after 26 October 2026.

Every holder named in this chapter comes from one of three documents: the beneficial ownership table in the 2026 proxy statement, a Schedule 13G filed against the Class A stock, or a Form 13F-HR filed against CUSIP 12468P104. Those are the three places searched.

6 Insider Activity

In the twelve months to 7 September 2026, insiders of C3.ai, Inc. filed 57 Forms 4 and 3 Forms 3 with C3.ai as issuer, and 20 Rule 144 notices with C3.ai as subject, 19 of them on Form 144 and one on Form 144/A. No Form 5 was filed in the window, and none appears anywhere in the issuer's Section 16 record. The 57 Forms 4 came from 15 reporting persons; the counts here are counts of filings, not of people.

How this issuer codes tax withholding on vesting

C3.ai reports shares the company itself sells to meet the tax due when restricted stock units vest under transaction code S, the code for an open market or private sale. Code F, which many issuers use for shares withheld by the issuer, appears on none of the 57 Forms 4. Twenty one code S lines carry this footnote:

Pursuant to the Issuer's policies and practice, these shares of Class A Common Stock were automatically withheld and sold by the Issuer to satisfy the Reporting Person's tax withholding obligations related to the vesting of RSUs reported herein.

That wording is from Form 4 accession 0001577526-26-000121; sixteen other filings carry it word for word, one substitutes PRSUs for RSUs, and the three Stephen Ehikian filings read "RSUs previously granted and RSUs reported herein". The 21 lines sit on 21 separate filings and cover 1.169 million shares. Treating all 44 code S lines as sales the insider chose to make would put elected selling at 7.545 million shares instead of 6.375 million, an overstatement of 18.3%.

Table 6.1 The twelve months to 7 September 2026 by transaction code, 57 Forms 4

Source: 57 Forms 4 filed 7 September 2025 to 7 September 2026, via the SEC-API.io MCP server. Code G lines pair a disposition and an acquisition by the same reporting person on the same date, so the 13.838 million shares filed under that code are 16 pairs covering 6.919 million shares, which moved between forms of holding rather than changing hands. The Shares column throughout is the shares the filed lines report, so the code G figure counts each gift on both of its lines.

Open market against plan and award driven

Two transactions in the twelve months were open market purchases. Both were made by Jim H. Snabe, a director: 25,000 shares at $9.00 on 9 March 2026 and 10,000 shares at $7.73 on 27 March 2026. A footnote to the second, accession 0001577526-26-000036, states that the purchase was matchable under Section 16(b) with a sale of 10,000 shares on the same day and that the reporting person remitted the resulting short swing profits of $3,509 to the company. That sale, at $8.08, is the one sale in the window with neither a withholding footnote nor a plan footnote; its own footnote attributes it to exit tax obligations arising on Mr Snabe's emigration from Denmark.

The other 6.365 million shares sold sit under a Rule 10b5-1 trading plan named in a footnote. On the buy to sell ratio, computed on open market transactions only and excluding option exercises, unit settlements, award grants, gifts and issuer administered withholding, 35,000 shares were bought against 6.375 million sold, one share bought for every 182 sold.

Table 6.2 Every open market purchase and every sale without a withholding footnote, by Form 4

Source: Forms 4 listed in model.py by accession, via the SEC-API.io MCP server. Every price is reported by the filer as a weighted average, with a footnote giving the range of the underlying executions. On each of the eight Forms 4 from 15 January 2026 onward, the direct holding Mr Siebel reports after the sales is the same 722,362 shares. The buy to sell ratio above is computed on open market transactions only.

Mr Siebel accounts for 6.094 million of the 6.375 million shares, or 95.6%. The remaining sellers are Mr Schilling with 230,299, Mr Lath with 41,315 and Mr Snabe with 10,000. Sell to cover on vesting divides differently: Mr Siebel 452,760 shares, Mr Ehikian 337,654, Mr Schilling 240,121 and Mr Lath 138,685.

The Rule 10b5-1 checkbox against the footnotes

Fifteen of the 57 Forms 4 tick the Rule 10b5-1 box. No Form 4 in the window names a plan in a footnote while leaving the box unticked, so on this issuer the box does not understate plan driven selling. The box overstates it instead, because it is a filing level flag and three ticked filings also carry a withholding line: 0002075167-25-000005 (240,121 shares), 0001577526-26-000060 (23,570) and 0001577526-26-000081 (27,304). Taking every code S share on a ticked filing gives 6.656 million shares against the 6.365 million for which a footnote names a plan, a gap of 290,995 shares.

The largest single acquisition in the window is Mr Siebel's exercise on 1 June 2026 of an option over 6.167 million shares at $11.16, reported under code M on Form 4 accession 0001577526-26-000058, at a cost of $68.8m at the filed price.

Forms 3 and the Item 5.02 Forms 8-K

Eight of the eighteen Forms 8-K filed since 1 May 2025 carry Item 5.02. Three of the eight produced a Form 3 inside the twelve month window, and in each case the Form 3 period matches the 8-K period exactly.

Table 6.3 The three Forms 3 and the Item 5.02 Forms 8-K they follow

The terms of each of those three appointments are in Table 4.2. Two further Item 5.02 filings inside the window produced no Form 3: Form 8-K 0001193125-26-218253 of 12 May 2026, on Mr Siebel resuming as chief executive, because he has been a Section 16 filer since before the window opens; and Form 8-K 0001577526-26-000063 of 16 June 2026, on Mr Snabe's leave of absence. Mr Schilling filed a Form 4 in the window without a Form 3 in it because his Form 3, accession 0001415889-25-018405, is dated 27 June 2025, before the window opens.

Rule 144 notices

The 20 Rule 144 notices, 19 Forms 144 and one Form 144/A, are notices of proposed sale rather than records of completed sales. They come from five named accounts, Thomas M. Siebel, Hitesh Lath, Stephen Ehikian, Robert Schilling and Jim H. Snabe, and propose 7.745 million shares with an aggregate market value as filed of $93.1m. The Form 144 filed on 1 October 2025, accession 0001628280-25-043400, and the Form 144/A filed the next day, accession 0001628280-25-043557, cover the same 470,420 shares at the same value, so that aggregate counts those shares twice; across the 19 distinct notices the proposed total is 7.274 million shares with a filed market value of $85.0m. Eight of the 20 name a plan adoption date. The proposed shares are not added to the Form 4 figures anywhere in this chapter.

7 Risk Factors

Item 1A of the Form 10-K for the fiscal year ended 30 April 2026 (accession 0001577526-26-000078, filed 23 June 2026) carries 63 risk factors, against 61 in the Form 10-K for the year ended 30 April 2025 (accession 0001628280-25-032604). Four are new, two were dropped, 23 were materially reworded, 13 changed only in their figures or their wording, and 23 are carried word for word.

The filing sorts them into six groups, printed as "Risks Related to Our Business and Our Industry" (37 risk factors), "Risks Related to Our International Operations" (3), "Risks Related to Taxes" (3), "Risks Related to Our Intellectual Property" (7), "Risks Related to Ownership of Our Class A Common Stock" (8) and "General Risks" (5). The group set is identical in both years, and only the General Risks count moved, because two existing risk factors were reassigned into it, one from the business group and one from the Class A group.

The four additions and the two removals

Table 7.1 uses a short label for each risk factor, defined in this chapter, because the filed headings run to full sentences. Each heading is given verbatim in the paragraphs that follow.

Table 7.1 Risk factors added to and removed from Item 1A during fiscal 2026, the year ended 30 April 2026

The added risk factors read, in full: "We may not successfully execute or achieve the expected benefits of our restructuring plan and other measures we may take in the future, and our efforts may adversely affect our business."; "If we fail to meet our service-level commitments under our customer agreements, we could be obligated to provide credits or face contract terminations, which could adversely affect our revenue, reputation, results of operations."; "The terms and conditions of certain multi-year, non-cancellable agreements could result in significant payments or penalties that could have a material adverse effect on our business, financial condition, and results of operations."; and "We do not intend to pay dividends for the foreseeable future and, as a result, the ability of the holders of our Class A common stock to achieve a return on their investment will depend on appreciation in the price of our common stock."

The two removed risk factors read "We may not successfully manage our growth or plan for future growth." and "Certain revenue metrics such as net dollar-based retention rate or annual recurring revenue may not be accurate indicators of our future financial results." The second was folded into the performance metrics risk factor, which now states that the net dollar based revenue retention rate and annual recurring revenue "are particularly limited indicators of our future financial results" because "the gain or loss of even a single contract could cause significant volatility in these metrics".

Revenue concentration

The customer concentration risk factor is carried word for word from the prior year. Its heading reads "Historically, a limited number of customers have accounted for a substantial portion of our revenue. If existing customers do not renew their contracts with us, or if our relationships with our largest customers are impaired or terminated, our revenue and remaining performance obligations could decline, and our results of operations would be adversely impacted." The risk factor names no customer and states no concentration percentage, in either year, and it was not rewritten around the 35.7% fall in revenue in the year ended 30 April 2026.

The adjacent partner risk factor did change. Its heading dropped one word, from "Our revenue growth depends in part on the success of our strategic relationships with third parties" to "Our revenue depends in part on the success of our strategic relationships with third parties". Its named partner list changed from "AWS, FIS, Google Cloud, Microsoft, and Raytheon" to "Microsoft, AWS, McKinsey & Company, Google Cloud, and Raytheon". Both years state that Baker Hughes is no longer C3 AI's exclusive reseller, and that the June 2019 collaboration was revised in January 2023 and again in April 2025.

The sales reorganisation

The marketing and sales risk factor was reworded at the Form 10-Q for the quarter ended 31 January 2026 and again at the annual report. Its heading changed from "The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our C3 AI Software." to "The failure to effectively develop and invest in our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our C3 AI Software."

Two sentences inside it have no fiscal 2025 counterpart. The first: "Our sales operations have been, and may in the future be, negatively impacted by our CEO's inability to actively participate in the sales process." The second: "On August 8, 2025, we announced the restructuring of our global sales and services organization in the first quarter of fiscal 2026, including new leadership. This restructuring has had a disruptive effect on our financial performance and may exacerbate the risks described herein."

Management transition

The senior management risk factor carries a different heading in each of three filings. In the fiscal 2025 Form 10-K it reads "If we were to lose the services of our CEO or other members of our senior management team, we may not be able to execute our business strategy." In the Q1 Form 10-Q for the period ended 31 July 2025 (accession 0001577526-25-000033) it reads "The transition of our CEO and our ability to retain key members of our senior management may impact the successful execution of our business strategy." In the fiscal 2026 Form 10-K it reads "Our ability to retain key members of our senior management may impact the successful execution of our business strategy."

The body moved with it. The Q1 version names Stephen Ehikian, whose appointment to succeed Mr Siebel the company announced on 3 September 2025 with effect from 1 September 2025, states that Mr Siebel plans to continue as Executive Chairman, and states that "Changes in our organization as a result of the CEO transition may have disruptive impact on our ability to implement our strategy." The fiscal 2026 Form 10-K describes Thomas M. Siebel as "our founder and current CEO and Chairman", removes the February 2025 account of his autoimmune disease and vision impairment that the fiscal 2025 Form 10-K carried, and extends the closing sentence to cover the loss of any member of senior management "whether in connection with the CEO transition, possible health setbacks or otherwise".

Liquidity and going concern

The liquidity risk factor, headed "If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, operating results and financial position could be adversely affected.", is carried word for word from fiscal 2025 and states no cash balance. The capital raising risk factor beside it is also unchanged and states that existing cash, cash equivalents and marketable securities and cash flow from operations are anticipated to be sufficient to meet cash needs for the foreseeable future.

Neither the phrase going concern nor the phrase substantial doubt appears in Item 1A of the fiscal 2026 Form 10-K, in Item 1A of the fiscal 2025 Form 10-K, or in Part II Item 1A of any of the three fiscal 2026 Forms 10-Q (accessions 0001577526-25-000033, 0001577526-25-000055 and 0001577526-26-000024).

From conditional to realised

The clearest rewriting sits in the first risk factor of the document. The fiscal 2025 Form 10-K states: "Our efforts to grow our business may be costlier than we expect, our revenue growth may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses." The fiscal 2026 Form 10-K states: "Our efforts to grow our business may be costlier than we expect, our revenue may continue to decline or growth may be slower than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses."

The same risk factor drops the fiscal 2025 clause "While we have experienced revenue growth in recent periods," and adds a sentence with no prior year counterpart: "We experienced a decline in revenue and an increase in operating losses in the fiscal year 2026 as compared to the prior fiscal year. The results were attributed, in part, to disruption from a comprehensive restructuring of our global sales and services organizations, our Chief Executive Officer (“CEO”) and Chairman’s unanticipated health limitations and unsatisfactory execution by our global sales and services organizations."

That sentence entered at the Q1 Form 10-Q, where it named only the first quarter and cited "disruption from a comprehensive restructuring of our global sales and services organizations and our Executive Chairman’s unanticipated health limitations during the quarter". The third clause, unsatisfactory execution by the sales and services organisations, was added at the Q3 Form 10-Q.

Figures printed inside Item 1A

Table 7.2 Numbers stated inside Item 1A, fiscal 2025 and fiscal 2026 Forms 10-K

Customer-Entities in more than 15 countries and ten international sales locations are stated in both years. The voting power figures are dated 30 April 2025 and 10 June 2026 respectively. Alongside the fall from 52.4% to 49.6%, the same risk factor changed from stating that Mr Siebel "has control over our management and affairs and over all matters requiring stockholder approval" to stating that he "has significant control over our management and affairs and over certain matters requiring stockholder approval".

8 Stock Price, Scenarios & Sensitivity

The most recent reported period is the quarter ended 31 July 2026, the first quarter of fiscal 2027. Revenue was $52.375m, GAAP loss from operations $(98.268)m, and the diluted net loss per share $(0.60) on a weighted average 155.0 million shares. Cash, cash equivalents and marketable securities were $651.1m. Those figures were released on Form 8-K 0001577526-26-000119, Item 2.02, on 2 September 2026, and no Form 10-Q or Form NT 10-Q carried them as at 8 September 2026.

The price basis is chapter 3's, imported unchanged: on the close of Friday 4 September 2026 the Class A common stock stood at $10.46, and the market value of both classes of common stock, 155,449,277 shares from the fiscal 2026 Form 10-K cover page as of 10 June 2026, was $1.63bn. This chapter fixes no price of its own.

The scenarios are anchored on filed guidance

Fiscal 2027 revenue in all three cases is a point on the range the company has filed, so no case begins from a number of this report's own. Guidance of $210.0m to $240.0m for the year ending 30 April 2027 was issued on 3 June 2026 (Form 8-K 0001577526-26-000056) and the revenue range was maintained on 2 September 2026 (Form 8-K 0001577526-26-000119), where the non GAAP loss from operations guide was narrowed to $(123.0)m to $(155.0)m. The best case takes the top of the revenue range, the base case the midpoint, the worst case the bottom.

Every other input in Table 8.1 is an assumption of this report, listed below with the filed figure it is set against. None of them is company guidance. The three forecast years end on 30 April 2027, 30 April 2028 and 30 April 2029; fiscal 2026 is the year ended 30 April 2026 and fiscal 2025 the year ended 30 April 2025.

• Subscription share of revenue in fiscal 2027: 94% in all three cases. Subscription was $49.169m of $52.375m, or 93.9%, in the quarter ended 31 July 2026.
• Subscription revenue growth a year in fiscal 2028 and fiscal 2029: 15% best, 5% base, (10%) worst. Subscription revenue was $227.090m in fiscal 2026 against $327.630m in fiscal 2025.
• Professional services revenue growth a year over the same two years: 5% best, 0% base, (10%) worst. Professional services revenue was $23.178m in fiscal 2026 against $61.426m in fiscal 2025.
• GAAP gross margin, rising to 50% by fiscal 2029 in the best case, 38% in the base case, falling to 28% in the worst case. Fiscal 2026 GAAP gross margin was 30.9% ($77.382m on $250.268m); the quarter ended 31 July 2026 printed 32% GAAP and 50% non GAAP.
• Total GAAP operating expense between $450m and $500m across the three years. Fiscal 2026 operating expense was $575.880m. The quarter ended 31 July 2026 ran $114.937m, an annualised $459.7m.
• Stock based compensation between $200m and $265m a year. Fiscal 2026 stock based compensation was $268.532m, and $59.233m in the quarter ended 31 July 2026, an annualised $237m.
• Weighted average diluted shares of 157m to 188m by fiscal 2029. Fiscal 2026 was 140.5 million; the quarter ended 31 July 2026 was 155.0 million.
• Interest income net of other nonoperating items and tax of $9m to $23m a year. Fiscal 2026 interest income was $28.447m, and $5.957m in the quarter ended 31 July 2026.
• Restructuring charges of nil to $10m a year. Fiscal 2026 carried $10.828m under the plan announced on 25 February 2026 (Form 8-K 0001577526-26-000013, Item 2.05), and the quarter ended 31 July 2026 carried $0.698m.

The column headed loss from operations before stock based compensation and restructuring is this report's arithmetic. The company's own non GAAP loss from operations additionally excludes employer payroll tax on employee stock transactions, which was $2.178m in the quarter ended 31 July 2026, and its definition changed during fiscal 2026, so figures either side of that change are not on the same basis.

Table 8.1 Three year scenarios, fiscal 2027 to fiscal 2029. The base case is this report's estimate, built on the assumptions listed above.

Revenue growth for fiscal 2027 is measured against filed fiscal 2026 revenue of $250.268m. Every row rebuilds from the columns beside it: gross profit is revenue times gross margin, loss from operations is gross profit less operating expense, the loss before stock based compensation and restructuring is that loss with both of those columns added back, and loss per share is that GAAP loss plus net interest divided by diluted shares. The restructuring column sits inside operating expense, as the fiscal 2026 restructuring charge of $10.828m sits inside the filed $575.880m.

What has to happen for the best case

Subscription revenue returns to growth from the fiscal 2027 base. Subscription revenue was $49.169m in the quarter ended 31 July 2026 against $60.301m a year earlier, and the best case has it compounding at 15% from a fiscal 2027 level of $225.6m.

GAAP gross margin closes on the non GAAP figure. GAAP gross margin was 32% in the quarter ended 31 July 2026 and non GAAP was 50%, a gap of $9.4m made up of $8.788m of stock based compensation in cost of revenue and $0.635m of employer payroll tax on it. A 50% GAAP gross margin in fiscal 2029 requires that the stock based compensation charged to cost of revenue falls.

Operating expense holds near the run rate of the most recent quarter. Operating expense was $114.937m in the quarter ended 31 July 2026 against $151.263m a year earlier, and the restructuring plan announced on 25 February 2026 was stated to target about $135m of annualised non GAAP savings.

The share count grows slowly. Weighted average diluted shares rose 10.3%, from 140.5 million in fiscal 2026 to 155.0 million in the quarter ended 31 July 2026. The best case assumes 4.0% a year to fiscal 2029, the worst case 8.8% a year.

What drives demand, as the filings state it

Deferred revenue, current, was $52.568m at 31 July 2026 against $34.861m at 30 April 2026, and remaining performance obligations, set out in chapter 1, were $203.1m at 30 April 2026. The 2 September 2026 release states that bookings increased 73% quarter over quarter and that the company closed 22 agreements in the quarter, naming Ford Motor Company, Johnson & Johnson, Holcim, Heidelberg Materials, Seaspan, the U.S. Department of Agriculture, the Defense Logistics Agency, the U.S. Department of War and the U.S. Marine Corps among the counterparties. Neither the bookings figure nor the agreement count is defined or reconciled to revenue in that release.

Sensitivity

Table 8.2 One driver at a time against the base case, fiscal 2029, the year ending 30 April 2029

Each driver is moved on its own and every other assumption is held at the base case. Operating expense moves fiscal 2029 loss from operations by $96.0m across a range of plus or minus 10%, which is 3.9 times the swing from ten points of gross margin and 5.7 times the swing from ten points of subscription growth. Stock based compensation sits inside operating expense and cost of revenue, so it does not move the GAAP loss at all; it moves the measure before stock based compensation by $46.0m. The share count moves loss per share by $0.42 without touching either operating loss line.

What would break the base case

The base case assumes fiscal 2027 revenue at the $225.0m midpoint of the filed guidance and subscription revenue compounding at 5% thereafter. Revenue of $250.3m for the year ended 30 April 2026 landed 46.3% below the $466.0m midpoint of the $447.5m to $484.5m guidance issued at the start of that year, and 44.1% below the $447.5m bottom of that range, and full year guidance was withdrawn once, on 3 September 2025, the company stating the appointment of a new chief executive and the recent restructuring of the sales and services organisations as the reasons. Operating expense of $575.880m in the year ended 30 April 2026 was 2.3 times revenue, so the base case requires the reduction already visible in the quarter ended 31 July 2026 to hold for three years. Over that quarter additional paid in capital rose from $2.5bn to $2.6bn, of which $59.233m was stock based compensation. In Table 8.2 the diluted share range tested moves fiscal 2029 loss per share by $0.42 and the operating expense range by $0.54.

9 Sources

Every accession number this report cites, grouped by form type and ordered by filing date within each group. Filing data was retrieved through the SEC-API.io MCP server. Market prices carry no named provider and sit outside that credit.

Annual reports on Form 10-K, C3.ai, Inc., CIK 1577526

Quarterly reports on Form 10-Q, C3.ai, Inc.

Current reports on Form 8-K, C3.ai, Inc.

Proxy statements on Form DEF 14A, C3.ai, Inc.

Section 16 reports, C3.ai, Inc. as issuer

Chapter 6 works from the 57 Forms 4 and 3 Forms 3 filed in the twelve months to 7 September 2026, each listed by accession in the chapter's model file. Those cited by accession in the text are below.

Rule 144 notices, C3.ai, Inc. as subject

Schedules 13G and amendments naming C3.ai, Inc. as subject

Comparator filings, chapter 3

Forms 13F-HR naming CUSIP 12468P104 are filed under each holder's own central index key. Chapter 5 counts those reports and cites no individual one.

Disclaimer

This report is not financial advice, and it is not an offer, a solicitation or a recommendation to buy, sell or hold any security. It is independent analysis of public filings, prepared for information only. It is not a publication of the Securities and Exchange Commission, and the SEC has neither reviewed nor endorsed it. No investment objective, financial situation or particular need of any reader has been considered.

C3.ai, Inc. closes its books on 30 April, so every fiscal year label in this report refers to the year ended or ending on 30 April, and the actual period end date is printed beside it. The filing record behind the report is the one set out under the headline and in the Sources appendix: five annual reports on Form 10-K covering the years ended 30 April 2021, 2023, 2024, 2025 and 2026, three quarterly reports on Form 10-Q covering the quarters ended 31 July 2025, 31 October 2025 and 31 January 2026, nineteen current reports on Form 8-K, two proxy statements on Form DEF 14A, the Forms 3, 4 and the Rule 144 notices filed in the twelve months to 7 September 2026, the Schedules 13G and their amendments filed over the two years to that date, the Forms 13F-HR filed by holders under their own central index keys, and the annual reports of six comparator companies with the quarterly reports of five of them.

The most recent audited period is the year ended 30 April 2026, reported in the Form 10-K filed on 23 June 2026. The most recent periodic report is the Form 10-Q for the quarter ended 31 January 2026, filed on 10 March 2026. The quarter ended 31 July 2026 has been reported only through the earnings release at Exhibit 99.1 to the Form 8-K filed on 2 September 2026: those figures are unaudited, no Form 10-Q and no Form NT 10-Q for that quarter was on file at 8 September 2026, and every reference to them in this report says so. C3.ai is a large accelerated filer with a full annual and quarterly record, so no part of this report rests on an interim substitute for an annual report. Filing data was retrieved through the SEC-API.io MCP server; no SEC website endpoint was queried directly, and market prices carry no named provider.

Figures described as filed are reproduced from those documents. Everything else, including every growth rate, margin, ratio, return, multiple and share, the Class B percentage columns in Table 5.1, and each of the three cases and the sensitivity grid in chapter 8, is this report's own arithmetic or estimate on stated assumptions, and each of those assumptions may prove wrong. Where the filings print their own rounded percentages the report says so and prints the computed figure beside them. Forward looking statements taken from the filings, including the fiscal 2027 guidance figures, are management's own and were current only at the date filed; a later filing may already have changed them. Market prices move, and the closing prices of 4 September 2026 used throughout will not be the prices at which any reader can transact.