Form 8-K

8-K — C3.ai, Inc.

Accession: 0001577526-26-000119

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0001577526

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ai-20260902.htm (Primary)

EX-99.1 (ex991-fy27xq1earnings.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ai-20260902.htm · Sequence: 1

ai-20260902

0001577526false00015775262026-09-022026-09-02

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 2, 2026

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 September 2, 2026, C3.ai, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended July 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 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

99.1

Press Release dated September 2, 2026

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: September 2, 2026

By: /s/ Thomas M. Siebel

Thomas M. Siebel

Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

Filename: ex991-fy27xq1earnings.htm · Sequence: 2

Document

C3 AI Announces Fiscal First Quarter 2027 Results

Turnaround on track

Bookings increase 73% quarter over quarter

REDWOOD CITY, Calif. — September 2, 2026 — C3.ai, Inc. (“C3 AI,” “C3,” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced financial results for its fiscal first quarter ended July 31, 2026.

“Revenue was $52.4 million, on plan. Free cash flow was positive $2.1 million. Non-GAAP operating loss was $36.2 million, a 33% improvement QoQ. Bookings increased 73% QoQ. Cash balance was $651.1 million, up $76 million QoQ. The Company has done exactly what a disciplined, focused turnaround should do. We restructured Sales. We aligned cash outflows with cash inflows. We instituted rigorous expense control. We installed experienced leadership across the board, and we implemented rigorous management discipline across every line of business.

Revenue has stabilized, free cash flow is positive, operating loss has narrowed, and Forrester Research named C3 AI a leader in Enterprise AI. The plan is working, we are on track with laser-like management discipline to grow revenue, generate cash, attain non-GAAP profitability, maintain technology leadership, and increase customer satisfaction,” said Thomas M. Siebel, Chairman and Chief Executive Officer, C3 AI.

The Company closed 22 agreements including with Heidelberg Materials, Ford Motor Company, Johnson & Johnson, Holcim, Seaspan, the U.S. Department of Agriculture, the Defense Logistics Agency, the U.S. Department of War and the U.S. Marine Corps, among others.

Fiscal First Quarter 2027 Financial Highlights:

•Total Revenue was $52.4 million.

•Subscription Revenue was $49.2 million. Subscription revenue constituted 94% of total revenue.

•GAAP gross profit was $16.7 million, representing a 32% gross margin. Non-GAAP gross profit was $26.1 million, representing a 50% non-GAAP gross margin.

•GAAP net loss per share was $(0.60). Non-GAAP net loss per share was $(0.20).

•Net cash provided by operating activities was $2.1 million. Free Cash Flow was $2.1 million.

•Cash, cash equivalents, and marketable securities was $651.1 million.

Financial Outlook:

The Company’s guidance includes GAAP and non-GAAP financial measures.

The following table summarizes C3 AI’s guidance for the second quarter of fiscal 2027 and full-year fiscal 2027:

(in millions)

Second Quarter Fiscal 2027

Guidance

Full Year Fiscal 2027 Guidance

Total revenue $51.0 - $55.0 $210.0 - $240.0

Non-GAAP loss from operations $(34.5) - $(42.5) $(123.0) - $(155.0)

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. Stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. We have provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for our historical non-GAAP results included in this press release. Our fiscal year ends April 30, and numbers are rounded for presentation purposes.

Conference Call Details

What: C3 AI Fiscal First Quarter Earnings Call

When: Wednesday, September 2, 2026

Time: 2:00 p.m. PT / 5:00 p.m. ET

Participant Registration:

https://register-conf.media-server.com/register/BI959e755eb0fa492089431eec477ad911 (live)

Webcast:

https://edge.media-server.com/mmc/p/5jt6k675/ (live and replay)

Statement Regarding Use of Non-GAAP Financial Measures

The Company reports the following non-GAAP financial measures, which have 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 gross profit, non-GAAP gross margin, non-GAAP loss from operations, non-GAAP net loss, non-GAAP net loss per share and non-GAAP expenses. Our non-GAAP gross profit, non-GAAP gross margin, non-GAAP loss from operations, non-GAAP net loss, non-GAAP net loss per share and non-GAAP expenses excludes the effect of restructuring expenses, 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 items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

•Free cash flow. We believe free cash flow, a non-GAAP financial measure, is useful in evaluating liquidity and provides information to management and investors about our ability to fund future operating needs and strategic initiatives. We calculate free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment and capitalized software development costs. This non-GAAP financial measure may be different than similarly titled measures used by other companies. Additionally, the utility of free cash flow is further limited as it does not represent the total increase or decrease in our cash balances for a given period.

We use these non-GAAP financial measures 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 non-GAAP financial measures 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 tables included at the end of this release and in our press release dated June 3, 2026 for the reconciliation of GAAP to non-GAAP financial measures.

Other Information

Professional Services Revenue

Our professional services revenue includes service fees and prioritized engineering services. Service fees include revenue from services such as consulting, training, and paid implementation services.

Prioritized engineering services are undertaken when a customer requests that we accelerate the design, development, and delivery of software features and functions that are planned in our future product roadmap. When we agree to this, we negotiate an agreed upon fee to accelerate the development of the software. When the software feature is delivered, it becomes integrated to our core product offering, is available to all subscribers of the underlying software product, and enhances the operation of that product going forward. Such prioritized engineering services result in production-level computer software – compiled code that enhances the functionality of our production products – which is available for our customers to use over the life of their software licenses. Per Accounting Standards Codification (ASC) 606, Prioritized engineering services revenue is recognized as professional services over the period in which the software development is completed.

Total professional services revenue consists of:

Three Months Ended July 31,

2026 2025

(in thousands)

Prioritized engineering services $ 1,760 $ 8,663

Service fees 1,446 1,297

Total professional services revenue $ 3,206 $ 9,960

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,” “on track,” “positioned,” “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 restructuring plan and the reorganization of our sales, services, and products organizations, our market leadership position, anticipated benefits from our partnerships, our financial outlook for the second quarter of fiscal 2027 and full 2027 fiscal year, our ability to successfully implement a turnaround in our business, our ability to grow revenue, generate cash, attain Non-GAAP profitability, maintain technology leadership, and increase customer satisfaction, our sales and customer opportunity pipeline, including continued growth in the Federal market, the expected benefits of our offerings, 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, the ability of our restructured global sales and services organization to achieve desired productivity levels in a reasonable period of time, the impact of return of Tom Siebel as our Chief Executive Officer, and our ability to retain key members of our senior management, 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, 2026, and other filings and reports we make with the Securities and Exchange Commission from time to time, including our Quarterly Report on Form 10-Q that will be filed for the fiscal quarter ended July 31, 2026, 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

Axicom

Mindy Nelson

830-214-4823

pr@c3.ai

C3.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended July 31,

2026 2025

Revenue

Subscription $ 49,169 $ 60,301

Professional services 3,206 9,960

Total revenue 52,375 70,261

Cost of revenue

Subscription 34,720 41,481

Professional services 986 2,336

Total cost of revenue 35,706 43,817

Gross profit 16,669 26,444

Operating expenses

Sales and marketing 41,611 62,513

Research and development 46,549 64,651

General and administrative 26,079 24,099

Restructuring 698 —

Total operating expenses 114,937 151,263

Loss from operations (98,268) (124,819)

Interest income 5,957 8,218

Other (expense) income, net (338) 132

Loss before provision for income taxes (92,649) (116,469)

Provision for income taxes 163 300

Net loss $ (92,812) $ (116,769)

Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (0.60) $ (0.86)

Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 154,999 135,375

C3.AI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

(Unaudited)

July 31, 2026 April 30, 2026

Assets

Current assets

Cash and cash equivalents $ 136,435 $ 66,197

Marketable securities 514,634 509,252

Accounts receivable, net of allowance of $1,099 and $1,065 as of July 31, 2026 and April 30, 2026, respectively

94,568 100,548

Prepaid expenses and other current assets 24,531 31,965

Total current assets 770,168 707,962

Property and equipment, net 63,569 66,904

Goodwill 625 625

Other assets, non-current 40,442 40,782

Total assets $ 874,804 $ 816,273

Liabilities and stockholders’ equity

Current liabilities

Accounts payable $ 8,741 $ 5,509

Accrued compensation and employee benefits 44,038 48,560

Deferred revenue, current 52,568 34,861

Accrued and other current liabilities 19,775 17,641

Total current liabilities 125,122 106,571

Deferred revenue, non-current 1,106 1,560

Other long-term liabilities 53,680 54,391

Total liabilities 179,908 162,522

Commitments and contingencies

Stockholders’ equity

Class A common stock 156 145

Class B common stock 3 3

Additional paid-in capital 2,637,163 2,502,657

Accumulated other comprehensive loss (610) (50)

Accumulated deficit (1,941,816) (1,849,004)

Total stockholders’ equity 694,896 653,751

Total liabilities and stockholders’ equity $ 874,804 $ 816,273

C3.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended July 31,

2026 2025

Cash flows from operating activities:

Net loss $ (92,812) $ (116,769)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Depreciation and amortization 3,403 3,415

Non-cash operating lease cost 149 88

Stock-based compensation expense 59,233 64,775

Accretion of discounts on marketable securities (1,305) (2,811)

Other 34 262

Changes in operating assets and liabilities

Accounts receivable 5,946 23,302

Prepaid expenses, other current assets and other assets 7,562 (230)

Accounts payable 3,083 (2,931)

Accrued compensation and employee benefits (2,048) 3,343

Operating lease liabilities (1,300) 2,187

Other liabilities 2,874 (1,538)

Deferred revenue 17,253 (6,628)

Net cash provided by (used in) operating activities 2,072 (33,535)

Cash flows from investing activities:

Purchases of property and equipment (8) (760)

Purchases of marketable securities (129,154) (206,492)

Maturities and sales of marketable securities 124,516 156,081

Net cash used in investing activities (4,646) (51,171)

Cash flows from financing activities:

Proceeds from exercise of Class A common stock options 72,812 1,289

Net cash provided by financing activities 72,812 1,289

Net increase (decrease) in cash, cash equivalents and restricted cash

70,238 (83,417)

Cash, cash equivalents and restricted cash at beginning of period 78,763 176,924

Cash, cash equivalents and restricted cash at end of period $ 149,001 $ 93,507

Cash and cash equivalents $ 136,435 $ 80,941

Restricted cash included in other assets, non-current 12,566 12,566

Total cash, cash equivalents and restricted cash $ 149,001 $ 93,507

Supplemental disclosure of cash flow information—cash paid for income taxes $ 518 $ 452

Supplemental disclosures of non-cash investing and financing activities:

Purchases of property and equipment included in accounts payable and accrued liabilities $ 149 $ 201

Right-of-use assets obtained in exchange for lease obligations (including remeasurement of right-of-use assets and lease liabilities due to changes in the timing of receipt of lease incentives) $ — $ (166)

Vesting of early exercised stock options $ — $ 5

C3.AI, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(In thousands, except percentages)

(Unaudited)

Three Months Ended July 31,

2026 2025

Reconciliation of GAAP gross profit to non-GAAP gross profit:

Gross profit on a GAAP basis $ 16,669 $ 26,444

Stock-based compensation expense (1)

8,788 9,290

Employer payroll tax expense related to employee stock-based compensation (2)

635 586

Gross profit on a non-GAAP basis $ 26,092 $ 36,320

Gross margin on a GAAP basis 32% 38%

Gross margin on a non-GAAP basis 50% 52%

Reconciliation of GAAP loss from operations to non-GAAP loss from operations:

Loss from operations on a GAAP basis $ (98,268) $ (124,819)

Stock-based compensation expense (1)

59,233 64,775

Employer payroll tax expense related to employee stock-based compensation (2)

2,178 2,220

Restructuring (3)

698 —

Loss from operations on a non-GAAP basis $ (36,159) $ (57,824)

Reconciliation of GAAP net loss per share to non-GAAP net loss per share:

Net loss on a GAAP basis $ (92,812) $ (116,769)

Stock-based compensation expense (1)

59,233 64,775

Employer payroll tax expense related to employee stock-based compensation (2)

2,178 2,220

Restructuring (3)

698 —

Net loss on a non-GAAP basis $ (30,703) $ (49,774)

GAAP net loss per share attributable to Class A and Class B common shareholders, basic and diluted $ (0.60) $ (0.86)

Non-GAAP net loss per share attributable to Class A and Class B common shareholders, basic and diluted $ (0.20) $ (0.37)

Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 154,999 135,375

Three Months Ended

July 31, 2026 April 30, 2026 July 31, 2025

Reconciliation of GAAP expenses to non-GAAP expenses:

Total cost of revenue $ 35,706 $ 40,277 $ 43,817

Total operating expenses 114,937 132,481 151,263

GAAP expenses 150,643 172,758 195,080

Stock-based compensation expense (1)

59,233 54,187 64,775

Employer payroll tax expense related to employee stock-based compensation (2)

2,178 1,785 2,220

Restructuring (3)

698 10,828 —

Non-GAAP expenses $ 88,534 $ 105,958 $ 128,085

(1)Stock-based compensation expense for gross profits and gross margin includes costs of subscription and cost of professional services as follows. Stock-based compensation expense for loss from operations includes total stock-based compensation expense as follows:

Three Months Ended July 31,

2026 2025

Cost of subscription $ 8,524 $ 8,622

Cost of professional services 264 668

Sales and marketing 17,592 24,181

Research and development 20,037 19,323

General and administrative 12,816 11,981

Total stock-based compensation expense $ 59,233 $ 64,775

(2) Employer payroll tax expense related to employee stock-based compensation for gross profits and gross margin includes costs of subscription and cost of professional services as follows. Employer payroll tax expense related to employee stock-based compensation for loss from operations includes total employer payroll tax expense related to employee stock-based compensation as follows:

Three Months Ended July 31,

2026 2025

Cost of subscription $ 615 $ 550

Cost of professional services 20 36

Sales and marketing 573 674

Research and development 700 793

General and administrative 270 167

Total employer payroll tax expense $ 2,178 $ 2,220

(3) Non-GAAP Loss from Operations exclude approximately $0.7 million of pre-tax restructuring charges which primarily consists of vendor consolidation costs.

Reconciliation of free cash flow to the GAAP measure of net cash provided by (used in) operating activities:

The following table below provides a reconciliation of free cash flow to the GAAP measure of net cash provided by (used in) operating activities for the periods presented:

Three Months Ended July 31,

2026 2025

Net cash provided by (used in) operating activities $ 2,072 $ (33,535)

Less:

Purchases of property and equipment (8) (760)

Free cash flow $ 2,064 $ (34,295)

Net cash used in investing activities $ (4,646) $ (51,171)

Net cash provided by financing activities $ 72,812 $ 1,289

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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