Form 8-K

8-K — C3.ai, Inc.

Accession: 0001193125-26-218253

Filed: 2026-05-12

Period: 2026-05-08

CIK: 0001577526

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2026

C3.AI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39744

26-3999357

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1400 Seaport Blvd

Redwood City, CA

94063

(Address of Principal Executive Offices)

(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

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 May 12, 2026, C3.ai, Inc. (the “Company”) issued a press release announcing certain preliminary results for the Company’s fiscal fourth quarter and full fiscal year ended April 30, 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 of 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

The Board of Directors (the “Board”) of the Company unanimously appointed Thomas M. Siebel as the Company’s Chief Executive Officer and Chairman of the Board, effective May 8, 2026. Stephen Ehikian, who had been serving as the Company’s Chief Executive Officer since September 2025, will serve as the Company’s President effective as of May 8, 2026.

Mr. Siebel, 73, is the founder of the Company and has served as Executive Chairman since September 2025. Prior to that he served as the Chairman of our Board since January 2009, and as our Chief Executive Officer since July 2011 until his appointment as Executive Chairman. Prior to founding the Company, Mr. Siebel founded and served as the Chief Executive Officer of Siebel Systems, a global CRM software company. Siebel Systems merged with Oracle Corporation in January 2006. Mr. Siebel served in various leadership positions with Oracle Corporation from January 1984 to September 1990. Mr. Siebel was elected to the National Academy of Engineering in January 2026. He was elected a member of the American Academy of Arts and Sciences in April 2013. Mr. Siebel currently serves as a member of the College of Engineering boards at the University of Illinois at Urbana-Champaign and the University of California, Berkeley. Mr. Siebel holds a B.A. in History, an M.B.A., and an M.S. in Computer Science, each from the University of Illinois at Urbana-Champaign. He is the author of four books, including most recently the best-selling Digital Transformation: Survive and Thrive in an Era of Mass Extinction (RosettaBooks, 2019).

Mr. Ehikian, 44, is a seasoned technology leader. He has served as the Company’s Chief Executive Officer since September 2025. He was a member of the founding team and served as Chief Operating Officer and Chief Financial Officer of RelateIQ from 2011 to July 2014, when it was acquired by Salesforce. He served as Vice President of Products at Salesforce from July 2014 to July 2017. Mr. Ehikian then served as Chief Executive Officer and Cofounder of Airkit.ai, from October 2017 until November 2023, when it was acquired by Salesforce. Following the acquisition, Mr. Ehikian served as Vice President of AI Products at Salesforce from November 2023 to January 2024. From January 2025 to July 2025, Mr. Ehikian served as Acting Administrator and Deputy Administrator of the General Services Administration. Mr. Ehikian holds a bachelor’s degree in mechanical engineering and economics from Yale University and an M.B.A. from the Stanford Graduate School of Business.

There are no arrangements or understandings between Mr. Siebel and any other person pursuant to which Mr. Siebel was selected as Chief Executive Officer. Other than the disclosure set forth in the section entitled “Certain Relationships and Transactions with Related Persons” in the Company’s proxy statement filed with the Securities and Exchange Commission on August 21, 2025, which disclosure related to Mr. Siebel is incorporated herein by reference, Mr. Siebel does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

There are no arrangements or understandings between Mr. Ehikian and any other person pursuant to which Mr. Ehikian was selected as President. Mr. Ehikian does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01

Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release regarding Appointment of Chief Executive Officer and the Company’s Preliminary Fourth Quarter and Fiscal Year results dated May 12, 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: May 12, 2026

By:

/s/ Thomas M. Siebel

Thomas M. Siebel

Chief Executive Officer and Chairman of the Board

EX-99.1

Filename: d147244dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

PRESS RELEASE

C3 AI Announces Preliminary Fourth Quarter and Full Fiscal

Year 2026 Results; Thomas M. Siebel Resumes Role of Chief Executive Officer

Q4 Revenue of $51.6 Million Within Guidance Range; Non-GAAP Operating Loss Better Than Guidance; Stephen Ehikian Continues as President

REDWOOD CITY, California —

May 12, 2026 — C3.ai, Inc. (“C3 AI,” “C3,” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced preliminary financial results for its fourth

quarter and full fiscal year ended April 30, 2026, and significant changes to its executive leadership.

Leadership Update

Effective May 8, 2026, Thomas M. Siebel resumed the role of Chief Executive Officer of C3 AI and continues to serve as Chairman of the Board of Directors.

Stephen Ehikian continues as President of C3 AI, reporting to Mr. Siebel.

“I am energized to be back in the CEO role and to lead C3 AI through

this next chapter in this exciting market,” said Thomas M. Siebel, Chairman and Chief Executive Officer. “Stephen has done important work over the past two quarters to right-size our cost

structure, sharpen our sales motion, and accelerate product velocity. I look forward to partnering with Stephen closely in his role as President to execute the path to consistent free cash flow generation,

non-GAAP profitability and a return to significant top line growth.”

“While my vision remains impaired, it is

improving. The health issues I encountered during 2025 are largely resolved.”

Fourth Quarter Fiscal 2026 Financial Highlights

•

Total Revenue was $51.6 million, within the Company’s guidance range of $48.0 to

$52.0 million.

•

GAAP Loss from Operations was $(121.2) million.

•

Non-GAAP Loss from Operations was $(54.4) million, better than the

Company’s guidance range of $(56.0) to $(64.0) million.

•

Cash, Cash Equivalents, and Investments: $575.4 million, reflecting the Company’s strong balance sheet.

Non-GAAP Loss from Operations exclude approximately $10.8 million of

pre-tax restructuring expenses related to the operational efficiency plan announced last quarter, including severance, stock-based compensation, payments under the WARN Act, and other benefits for terminated

employees.

Full Fiscal Year 2026 Financial Highlights

•

Total Revenue was $250.3 million, within the Company’s guidance range of $246.7 to

$250.7 million.

•

GAAP Loss from Operations was $(498.5) million.

•

Non-GAAP Loss from Operations was $(217.8) million, better than the

Company’s guidance range of $(219.5) to $(227.5) million.

Non-GAAP Loss from Operations exclude

approximately $10.8 million of pre-tax restructuring expenses related to the operational efficiency plan announced last quarter, including severance, stock-based compensation, payments under the WARN Act,

and other benefits for terminated employees.

All numbers reported are unaudited, preliminary estimates. Completed financial results for the fourth quarter and full

fiscal year ended April 30, 2026 will be provided on June 3, 2026.

Business Commentary

During the quarter, C3 AI signed 28 agreements, including nine new Initial Production Deployments (IPDs) and seven IPD conversions. Even though bookings were lower than

expected, the Company continues to see strong customer validation and an accelerating Enterprise AI market opportunity.

As previously disclosed, C3 AI implemented

a restructuring plan in the fourth quarter designed to deliver approximately $135 million in annualized non-GAAP cost savings and reduce cash burn by approximately the same amount. The workforce-related

actions are substantially complete, and non-employee expense reductions are expected to be substantially realized starting in the second half of fiscal year 2027.

“We came in within our revenue guidance and meaningfully better than guidance on operating loss, which reflects the early benefit of the cost actions we took in

the fourth quarter,” said Hitesh Lath, Chief Financial Officer. “We ended the year with $575.4 million in cash, cash equivalents, and investments. With Tom returning to the CEO role and our restructuring substantially complete, we

are well positioned to drive operating leverage as the savings fully take hold in the back half of fiscal 2027.”

About C3.ai, Inc.

C3 AI is the Enterprise AI application software company. C3 AI delivers a family of fully integrated products including the C3 Agentic AI Platform, an end-to-end platform for developing, deploying, and operating Enterprise AI applications and 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. Learn more at: www.c3.ai.

Cautionary Note Regarding Preliminary Results and Forward-Looking Statements

The preliminary financial results presented herein are estimates and subject to the completion of the Company’s financial closing and other procedures and

finalization of the Company’s consolidated financial statements for its quarter and fiscal year ended April 30, 2026 and subsequent events may occur that require adjustments to these results. These preliminary financial results have not

been audited by the Company’s independent auditors. Accordingly, actual financial and operating results that will be reflected in the Company’s Annual Report on Form 10-K for the year ended

April 30, 2026, including in its financial statements, may differ materially from these preliminary results. In addition, any statements regarding the Company’s preliminary financial results included herein do not present all information

necessary for an understanding of the Company’s financial condition and results of operations as of and for the quarterly and annual periods ended April 30, 2026.

The Company undertakes no obligation to update or supplement the information provided in this press release until the Company releases its financial statements for the

quarter and fiscal year ended April 30, 2026. The preliminary financial information included in this press release reflects the Company’s current estimates based on information available as of the date of this press release. This

preliminary financial and operational information should not be viewed as a substitute for full financial statements prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future periods.

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s leadership

transition, the expected benefits of its restructuring plan, anticipated cost savings, the path to non-GAAP profitability, market opportunity, and a return to growth. These statements are based on current

expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ include, but are not limited to, the factors discussed in the

Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form

10-Q. Forward-looking statements speak only as of the date hereof, and C3 AI disclaims any obligation to update them, except as required by law.

The Company reports herein the following non-GAAP financial measures, which has not been prepared in accordance with generally

accepted accounting principles in the United States (“GAAP”), in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

•

Non-GAAP loss from operations. Our

non-GAAP loss from operations excludes the effect of 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.

We use this non-GAAP financial measure internally for financial and operational decision-making purposes

and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation

or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of this

non-GAAP financial measure may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results

under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release

for the reconciliation of GAAP loss from operations to Non-GAAP loss from operations.

Contacts

Investor Relations: Amit Berry, C3 AI | ir@c3.ai

C3 AI Public

Relations

Axicom

Mindy Nelson

(830) 214-4823

pr@c3.ai

C3.AI, INC.

RECONCILIATION OF PRELIMINARY

GAAP TO NON-GAAP FINANCIAL MEASURES

(In millions)

(Unaudited)

Three Months Ended April 30,

Fiscal Year Ended April 30,

2026

2025

2026

2025

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

operations:

Loss from operations on a GAAP basis

(121.2

)

(89.0

)

(498.5

)

(324.4

)

Stock-based compensation expense

54.1

56.6

263.6

231.0

Employer payroll tax expense related to employee stock-based compensation

1.9

1.2

6.3

5.3

Restructuring charges

10.8

—

10.8

—

Loss from operations on a non-GAAP basis

(54.4

)

(31.2

)

(217.8

)

(88.1

)

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