Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 25, 2026, the board of directors (the “Board”) of C3.ai, Inc. (the “Company”) appointed John C. Dwyer to the Board, effective August 25, 2026. Mr.…
Filed Aug 27, 2026Accepted Aug 27, 2026, 4:06 PM EDTCIK 1577526Accession 0001577526-26-000103
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.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2026, the board of directors (the “Board”) of C3.ai, Inc. (the “Company”) appointed John C. Dwyer to the Board, effective August 25, 2026. Mr. Dwyer was appointed as a Class III director to hold office until his successor has been duly elected and qualified or until his earlier death, resignation, or removal. Mr. Dwyer’s initial term will run until the Company’s 2026 Annual Meeting of Stockholders.
There are no arrangements or understandings between Mr. Dwyer and any other person pursuant to which he was appointed as a director of the Company. Mr. Dwyer is not a party to and has no direct or indirect material interest in any transaction or proposed transaction in which the Company is or is to be a participant for which disclosure would be required under Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Dwyer is entitled to the Company’s standard non-employee director compensation (as described in the Company’s proxy statement relating to its annual meeting of stockholders), including an initial option award having a grant date fair value of $900,000 and vesting over a five-year period, subject to the terms of the Company’s non-employee director compensation policy. Mr. Dwyer has also entered into the Company’s standard indemnification agreement.
