C3 AI Announces Inducement Grants Under Section 303A.08 of the NYSE Listed Company Manual

September 16, 2025 at 09:00 AM EDT

C3.ai, Inc. (“C3 AI,” “C3,” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced that it granted to Stephen Ehikian, C3 AI’s recently-appointed Chief Executive Officer, the below described equity awards under its 2025 Inducement Plan.

Effective September 15, 2025, Mr. Ehikian was granted (1) a restricted stock unit award covering 1,140,902 shares of C3 AI’s Class A common stock (the “Ehikian RSU Award”) and (2) an option to purchase 1,282,139 shares of C3 AI’s Class A common stock at an exercise price of $17.53 (the “Ehikian Option Award”). Each award was granted as a material inducement to Mr. Ehikian becoming a new employee of C3 AI in accordance with the employment inducement award exemption under The NYSE Listed Company Manual Section 303A.08.

The Ehikian RSU Award will vest in accordance with the following schedule: 399,316 of the RSUs will vest on December 30, 2025 (the “Contingent RSU Portion”), and the remaining portion of the Ehikian RSU Award will vest quarterly thereafter in eleven equal installments until the grant is either fully vested or his continuous service terminates, whichever occurs first. If Mr. Ehikian resigns voluntarily for any reason or is terminated for cause within 24 months following his first day of employment with the Company, and if the Contingent RSU Portion has vested, then Mr. Ehikian must repay to the Company, a cash amount equal to the fair market value, measured as of December 30, 2025, of the Contingent RSU Portion.

The Ehikian Option Award will vest in accordance with the following schedule: 5% of the Ehikian Option Award will vest three months after the date of grant, and 5% of the Ehikian Option Award will vest quarterly thereafter until the grant is either fully vested or Mr. Ehikian’s continuous service terminates, whichever occurs first.

Each equity award granted to Mr. Ehikian is subject to acceleration terms upon certain qualifying terminations of Mr. Ehikian’s employment within the first 12 months of his employment or within 36 months following a change in control.

Each equity award granted to Mr. Ehikian is subject to the terms and conditions of C3 AI’s 2025 Inducement Plan and the terms and conditions of an option award agreement or restricted stock unit award agreement covering the award, as applicable.

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.