C3.ai Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$AI
Computer Software: Prepackaged Software
Technology
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 14, 2025
(Exact name of Registrant as Specified in Its Charter)
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(650 ) 503-2200
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Adoption of 2025 Inducement Plan
On September 14, 2025, the Board of Directors (the “Board”) of C3.ai, Inc. (the “Company”) unanimously approved and adopted the C3.ai, Inc. 2025 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Section 303A.08 of the NYSE Listed Company Manual.
The Board has reserved 5,000,000 shares of the Company’s Class A Common Stock for issuance pursuant to awards granted under the Inducement Plan. Awards under the Inducement Plan may be granted only to persons who satisfy the standards for “employment inducement awards” under Section 303A.08 of the NYSE Listed Company Manual. Awards under the Inducement Plan must be approved by either (i) a majority of the Company’s “Independent Directors” (as determined under Section 303A.02 of the NYSE Listed Company Manual), or (ii) the Compensation Committee of the Board (“Compensation Committee”), provided that the Compensation Committee is composed solely of Independent Directors.
The Inducement Plan is incorporated herein by reference to Exhibit 99.1 of the Company’s registration statement on Form S-8, as filed with the Securities and Exchange Commission on September 15, 2025. The foregoing description of the terms of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Inducement Plan.
Item 9.01 Exhibits.
(d) Exhibits.
| Exhibit | Exhibit Description | Incorporated by Reference | |||||||||||||||
| Form | File No. | Exhibit | Filing Date | ||||||||||||||
| S-8 | 333-290265 | 99.1 | September 15, 2025 | ||||||||||||||
| 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 18, 2025 | ||||||||
| By: | /s/ Stephen Ehikian | |||||||
| Stephen Ehikian | ||||||||
| Chief Executive Officer | ||||||||