DEF 14A of C3.ai, Inc., Aug 21, 2025

DEF 14A of C3.ai, Inc.

Filed Aug 21, 2025 · FY20250001577526-25-000012

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  1. Table of Contents

    | QUESTIONS AND ANSWERS | 1 | | INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 | | NON-EMPLOYEE DIRECTOR COMPENSATION | 18 | | PROPOSAL ONE | 21 | | PROPOSAL TWO | 22 | | PROPOSAL THREE | 23 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 24 | | EXECUTIVE OFFICERS | 25 | | EXECUTIVE COMPENSATION | 26 | | PAY VERSUS PERFORMANCE | 45 | | PAY RATIO | 51 | | EQUITY COMPENSATION PLAN INFORMATION | 52 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 | | CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS | 57 | | OTHER MATTERS | 59 |

  2. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The following table sets forth certain information as of August 4, 2025, concerning the Class II nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting:

  3. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Class | Age | Position | Director Since | Current Term Expires | | Director Nominees | | | | | | | General (Ret.) John Hyten | II | 66 | Director | 2024 | 2025 | | Richard C. Levin | II | 78 | Director | 2010 | 2025 | | Bruce Sewell | II | 67 | Director | 2017 | 2025 | | Continuing Directors | | | | | | | Michael G. McCaffery | III | 72 | Lead Independent Director | 2009 | 2026 | | Condoleezza Rice | III | 70 | Director | 2009 | 2026 | | Jim H. Snabe | III | 59 | Director | 2021 | 2026 | | Stephen M. Ward, Jr. | III | 70 | Director | 2009 | 2026 | | Kenneth A. Goldman | I | 76 | Director | 2025 | 2027 | | Alan Murray | I | 70 | Director | 2024 | 2027 | | Thomas M. Siebel | I | 72 | CEO and Chairman | 2009 | 2027 | | KR Sridhar | I | 64 | Director | 2023 | 2027 |

  4. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Set forth below is biographical information for the Class II director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

  5. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting General (Ret.) John Hyten. Gen. Hyten has served as a member of our board of directors since October 2024, and served as an advisor to the Company from May 2022 to October 2024. Gen. Hyten served as the 11th Vice Chairman of the Joint Chiefs of Staff, retiring in November 2021, after a distinguished 40-year career in the United States Air Force. In this role, he served as the nation’s second highest ranking military officer. Gen. Hyten previously led Air Force Space Command from 2014 to 2016 and U.S. Strategic Command from 2016 to 2019. Among many other assignments, he was deployed to Southwest Asia as the Director of Space Forces for operations Enduring Freedom and Iraqi Freedom. He attended Harvard University on an Air Force Reserve Officers Training Corps scholarship, graduating with a bachelor’s degree in engineering and applied sciences. Gen. Hyten also holds his MBA from Auburn University at Montgomery and is a distinguished graduate from Squadron Officer School as well as Air Command and Staff College. He was also a National Defense Fellow at the University of Illinois. We believe Gen. Hyten is qualified to serve as a member of our board of directors because of his significant executive management and leadership experience in the federal government, defense, and intelligence sectors. Richard C. Levin. Dr. Levin has served as a member of our board of directors since August 2010. Since June 2017, Dr. Levin has served as a Senior Advisor to Coursera Inc., an online learning platform company, for which Dr. Levin served as the Chief Executive Officer from April 2014 until June 2017. Prior to his roles at Coursera, Dr. Levin served as President of Yale University from July 1993 to June 2013. Dr. Levin served as a director of American Express Co. from January 2007 to May 2019. He is currently a Fellow of the American Academy of Arts and Sciences and the American Philosophical Society and is a former trustee of The William and Flora Hewlett Foundation. He also served as an advisor on President Obama’s Council of Advisors on Science and Technology. Dr. Levin holds a B.A. in History from Stanford University, a B.Litt. in Politics from Oxford University, and a Ph.D. in Economics from Yale University. We believe Dr. Levin is qualified to serve as a member of our board of directors because of his significant management experience and financial expertise. Bruce Sewell. Mr. Sewell has served as a member of our board of directors since May 2017. Mr. Sewell served as the Senior Vice President, General Counsel and Secretary of Apple Inc., a technology company, from September 2009 to December 2017. From October 1996 to September 2009, Mr. Sewell served in various leadership positions with Intel Corporation, including as Senior Vice President, General Counsel from September 2002 to September 2009. Since January 2013, Mr. Sewell has served on the board of directors for Vail Resorts, Inc., a mountain resort company. Mr. Sewell holds a B.S. from Lancaster University (U.K.) and a J.D. from The George Washington University Law School. We believe Mr. Sewell is qualified to serve as a member of our board of directors because of his significant executive experience in the technology industry.

  6. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Michael G. McCaffery. Mr. McCaffery has served as a member of our board of directors since March 2009. Since December 2005, Mr. McCaffery has served as the Managing Director for Makena Capital Management, LLC, an investment management firm, and was Chief Executive Officer of Makena Capital Management, LLC from December 2005 to January 2013. He served on the board of directors for NVIDIA Corporation from February 2015 to June 2024. Mr. McCaffery holds a B.A. from the Woodrow Wilson School of Public and International Affairs at Princeton University, a B.A. Honours and an M.A. in Politics, Philosophy and Economics from Merton College at Oxford University as a Rhodes Scholar, and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. McCaffery is qualified to serve as a member of our board of directors because of his extensive market, investment and business expertise in the technology industry. Condoleezza Rice. Dr. Rice has served as a member of our board of directors since December 2009. Since September 2020, Dr. Rice has served as the Tad and Dianne Taube Director of the Hoover Institution at Stanford University. In addition, Dr. Rice has served as the Denning Professor of Global Business and the Economy for the Stanford Graduate School of Business since September 2010. Since March 2009, Dr. Rice has served as the Thomas and Barbara Stephenson Senior Fellow of Public Policy for the Hoover Institution at Stanford University and as a Professor of Political Science for Stanford University. Dr. Rice has also served as a partner at Rice, Hadley, Gates & Manuel LLC, an international strategic consulting firm that Dr. Rice founded, since November 2009. From January 2005 to January 2009, Dr. Rice served as the Secretary of State of the United States of America, and from January 2001 to January 2005, Dr. Rice served as Chief National Security Advisor to President George W. Bush. Dr. Rice currently serves on the board of directors of Makena Capital Management, LLC, a private endowment firm. From April 2014 to May 2021, Dr. Rice served on the board of directors of Dropbox, Inc., a cloud-based file sharing company. Dr. Rice holds a Ph.D. in Political Science from the University of Denver, an M.A. in Political Science from the University of Notre Dame, and a B.A. in Political Science from the University of Denver. We believe Dr. Rice is qualified to serve as a member of our board of directors because of her global business expertise and service on the boards of directors of various public companies. Jim H. Snabe. Mr. Snabe has served as a member of our board of directors since February 2021, has served as a special advisor to our Chief Executive Officer since February 2025, and previously served as a special advisor to our Chief Executive Officer from September 2020 to February 2021. Mr. Snabe served as Co-Chief Executive Officer of SAP AG, a technology company, from February 2010 to May 2014, and as a member of the SAP AG supervisory board from May 2014 to May 2018. Mr. Snabe currently serves as Chairman of the Supervisory Board of Siemens AG, an industrial technology company. He also has served on the board of directors of Temasek Holdings since January 2025, and joined the board of directors of Bloom Energy Corporation in August 2025. Mr. Snabe served as Vice Chairman of the Supervisory Board of Allianz SE, an insurance and financial asset management company, from 2014 to May 2022, and Chairman of the Board of A.P. Møller – Mærsk A/S, a shipping and transportation company, from 2014 to March 2022. Mr. Snabe currently serves as a member of the Board of Trustees of the World Economic Forum, a non-profit organization. We believe Mr. Snabe is qualified to serve as a member of our board of directors because of his extensive management experience and his service on the boards of directors of various public companies. Stephen M. Ward, Jr. Mr. Ward has served as a member of our board of directors since January 2009. Mr. Ward served as the Chief Executive Officer for Lenovo Group Limited, the international personal computer company formed by the acquisition of IBM’s personal computer division by Lenovo, from April 2005 to January 2006. Prior to that acquisition, Mr. Ward held a number of management positions with IBM from September 1978 to April 2005, including Senior Vice President and General Manager of the Personal Systems and Retail Systems Group from March 2003 to April 2005, General Manager of the Industrial Sector from February 2000 to March 2003, General Manager of the ThinkPad and Mobile division from January 1996 to March 1998 and Chief Information Officer from March 1998 to February 2000. Mr. Ward has served on the board of directors of Carpenter Technology Corporation, a specialty metals company, since March 2001, and currently serves as Lead Independent Director. He also has served on the board of directors of Molekule, an air purification, monitoring equipment and software company, since November 2022, and served on the board of directors of Sprinklr, Inc., a software company, since January 2025. From July 2021 until its sale to LM Ericsson Telephone Company in July 2022, Mr. Ward served as a member of the board of directors of Vonage Holdings Corp., an internet communications company. From December 2014 until its sale to The Boeing Company in October 2018, Mr. Ward served as a member the board of directors of KLX Inc., an aerospace solutions and supply chain company, and from September 2018 to June 2021, he served as a member of the board of directors of KLX Energy Services Holdings, Inc., an oilfield services company spun out from KLX Inc. Mr. Ward also previously served as a member of the board of directors of E2Open, a supply chain SAS company he co-founded, from January 2001 to March 2015, E-Ink Corporation, a maker of electronic paper displays, from December 2006 to December 2009 and QD Vision, Inc., a nanomaterials product company, from June 2014 until its sale to Samsung in November 2016. Mr. Ward holds a B.S. in Mechanical Engineering from California Polytechnic State University, San Luis Obispo. We believe Mr. Ward is qualified to serve as a member of our board of directors because of his extensive management experience in the technology industry and his service on the boards of directors of various public companies.

  7. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Kenneth A. Goldman. Mr. Goldman has served as a member of our board of directors since May 2025. Mr. Goldman served as the President of Hillspire LLC, a family office management company from September 2017 until April 2022. From October 2012 to June 2017, Mr. Goldman served as the Chief Financial Officer of Yahoo! Inc., a provider of internet content and services. From 2007 to 2012, Mr. Goldman was the Senior Vice President and Chief Financial Officer of Fortinet, Inc., a provider of threat management technologies. He has served as a member of the Public Company Accounting Oversight Board’s (PCAOB) Investor Advisory Group since February 2024, and previously served a term as a member of the PCAOB Standing Advisory Group from January 2015 to December 2017. From July 2018 to July 2022, Mr. Goldman served as a member of the Value Reporting Foundation Board (formerly known as the Sustainability Accounting Standards Board (SASB) Foundation), an independent nonprofit responsible for the funding and oversight of SASB. He currently serves on the boards of directors of Fortinet, Inc. and RingCentral, Inc., and previously served on the boards of directors of GoPro, Inc. and Zuora, Inc. In addition, he is a Trustee Emeritus of Cornell University. Mr. Goldman holds a B.S. in Electrical Engineering from Cornell University and an M.B.A. from Harvard Business School. We believe Mr. Goldman is qualified to serve as a member of our board of directors because of his extensive executive management experience in the technology industry, his financial expertise, and his service on the boards of directors of public companies. Alan Murray. Mr. Murray has served as a member of our board of directors since May 2024. Mr. Murray served as the Chief Executive Office of Fortune Media from December 2018 to April 2024. He served as the Chief Content Officer of Time from August 2016 to December 2017, and an Editor at Fortune Magazine from August 2014 to August 2016. Prior to his roles at Fortune and Time, Mr. Murray served as President of Pew Research Center from January 2013 to July 2014. He also served as a board member of AARP from September 2022 to December 2024. Mr. Murray holds a B.A. in English Literature from the University of North Carolina at Chapel Hill and an M.Sc. in economics from the London School of Economics. We believe Mr. Murray is qualified to serve as a member of our board of directors because of his proven track record of thought leadership in management and innovation, as well as his deep understanding of global business trends and dynamics. Thomas M. Siebel. Mr. Siebel is the founder of our Company and has served as the Chairman of our board of directors since January 2009, and as our Chief Executive Officer since July 2011. Prior to founding our 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 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. He was elected a member of the American Academy of Arts and Sciences in April 2013. 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). We believe Mr. Siebel is qualified to serve as a member of our board of directors because of his perspective and experience as our founder and Chief Executive Officer, as well as his extensive experience with technology companies. KR Sridhar. Dr. Sridhar has served as a member of our board of directors since February 2023. Dr. Sridhar is the Founder, Chairman, and Chief Executive Officer of Bloom Energy Corporation since 2002. Prior to founding Bloom Energy Corporation, he was Director of the Space Technologies Laboratory (STL) at the University of Arizona where he was also a Professor of Aerospace and Mechanical Engineering. Dr. Sridhar has served as an advisor to the National Aeronautics and Space Administration and has led major consortia of industry, academia, and national labs. He also serves as a Strategic Limited Partner at Kleiner Perkins, a venture capital firm, and as a special advisor to New Enterprise Associates. Dr. Sridhar holds a bachelor’s degree in mechanical engineering with honors from the University of Madras, India (now called NIT, Trichy), a master’s degree in nuclear engineering and a PhD in Mechanical Engineering from the University of Illinois at Urbana-Champaign. We believe Dr. Sridhar is qualified to serve as a member of our board of directors because of his significant executive and management experience in the energy industry.

  8. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee is responsible for identifying, reviewing, evaluating and recommending candidates to serve as directors, and our board of directors is responsible for nominating persons for election to the board by our stockholders. Our nominating and corporate governance committee and our board of directors use a variety of qualifications for identifying and evaluating director nominees. Our board of directors believes that candidates for director should have certain minimum qualifications, including the highest personal integrity and ethics, the ability to read and understand basic financial statements, and being older than 21. In considering and evaluating candidates, our nominating and corporate governance committee and our board of directors also consider, among other relevant factors, age, skills, character, integrity, judgment, independence, potential conflicts of interest, diversity of background, relevant expertise, the ability to offer relevant and meaningful support and guidance to our management, ability to devote sufficient time to company affairs, personal excellence in his or her field, the ability to exercise sound business judgment, and a commitment to represent the long-term interests of our stockholders. In evaluating director candidates, our nominating and corporate governance committee and our board of directors will also consider the current composition of our board of directors, our company’s operating requirements, and the long-term interests of our stockholders. Our board of directors believes that our board of directors should represent a diversity of viewpoints and experience, and our nominating and corporate governance committee and our board of directors consider a broad range of backgrounds and experiences in evaluating director candidates.

  9. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION During the fiscal year ended April 30, 2025, we did not pay cash compensation to any of our non-employee directors for service on our board of directors. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings and other reasonable business travel and expenses.

  10. Fiscal Year 2025 Director Compensation Table

    Fiscal Year 2025 Director Compensation Table The following table sets forth information regarding the compensation earned or paid to our directors during the fiscal year ended April 30, 2025, other than Thomas M. Siebel, our Chief Executive Officer, who is also a member of our board of directors but did not receive any additional compensation for service as a director. The compensation paid to Mr. Siebel as a named executive officer is set forth in the section titled, “Executive Compensation.”

  11. Fiscal Year 2025 Director Compensation Table

    | Name | Stock Awards ($)(1) | Option Awards ($)(1)(2)(3) | Total ($) | | Lisa A. Davis (4) | — | 349,999 | 349,999 | | Kenneth A. Goldman (4)(5) | — | — | — | | General (Ret.) John Hyten (4)(6) | — | 349,999 | 349,999 | | Richard C. Levin (4) | — | 349,999 | 349,999 | | Michael G. McCaffery (4)(7)(8) | — | 414,989 | 414,989 | | Alan Murray (4)(9) | — | 899,992 | 899,992 | | Condoleezza Rice (4) | — | 349,999 | 349,999 | | Bruce Sewell (4)(8) | — | 369,999 | 369,999 | | Jim H. Snabe (4)(10) | 7,578,000 | 349,999 | 7,927,999 | | KR Sridhar (4)(11) | — | 699,997 | 699,997 | | Stephen M. Ward, Jr. (4)(8) | — | 369,999 | 369,999 |

  12. Fiscal Year 2025 Director Compensation Table

    (1)The amounts disclosed represent the aggregate grant date fair value of each award of restricted stock units ("RSUs") or stock option, as applicable, granted under our 2020 Equity Incentive Plan, as amended and restated (the “2020 Plan”), in each case computed in accordance with the provisions of Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 718. The stock options were granted to each of the non-employee directors, other than General Hyten and Mr. Murray, on October 2, 2024. The stock option granted to General (Ret.) John Hyten was granted on October 9, 2024, and the stock option granted to Mr. Murray was granted on May 1, 2024. The RSU award granted to Mr. Snabe was granted on March 31, 2025. The assumptions used in calculating these amounts are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the SEC. This amount does not reflect the actual economic value that may be realized by each non-employee director. (2)Generally, five percent of the shares subject to the option vest on a quarterly basis over the five-year period following the grant date subject to continuous service with us on each vesting date, provided, however, that if the director fails to attend any regularly scheduled meeting of our board of directors during a quarter, vesting for such quarter shall not occur and will be suspended. If the director satisfies the attendance requirements in subsequent quarters, then any shares that did not vest during prior quarters will vest upon the fifth anniversary of the applicable grant date. Each option also vests in full upon a change in control (as defined in the 2020 Plan), subject to the director remaining in service until the closing of the change in control. In addition, the options permit early exercise, whereby the director may purchase shares subject to such options prior to vesting, subject to our right to repurchase such shares, lapsing over time in accordance with the vesting schedule of the option. (3)The amounts disclosed include (other than for Alan Murray) an annual option to purchase shares of our Class A common stock having a value of up to $350,000, based on the grant date fair value of the underlying Class A common stock for the non-employee director’s service on our board of directors. (4)As of April 30, 2025, the number of shares subject to outstanding equity awards held by each non-employee director was as follows: 154,770 shares subject to outstanding options for Ms. Davis; 12,973 shares subject to outstanding stock awards for Ms. Davis; no shares subject to outstanding options and stock awards for Mr. Goldman; 20,604 shares subject to outstanding options for General (Ret.) John Hyten; 139,472 shares subject to outstanding stock awards for General (Ret.) John Hyten; 254,741 shares subject to outstanding options for Dr. Levin; 336,782 shares subject to outstanding options for Mr. McCaffery; 60,511 shares subject to outstanding options for Mr. Murray; 490,554 shares subject to outstanding options for Dr. Rice; 719,314 shares subject to outstanding options for Mr. Sewell; 197,586 shares subject to outstanding options for Mr. Snabe, 360,000 shares subject to outstanding stock awards, which were granted in fiscal year 2025, as consideration for Mr. Snabe’s services as special advisor to our Chief Executive Officer; 107,486 shares subject to outstanding options for Dr. Sridhar; and 324,376 shares subject to outstanding options for Mr. Ward. (5)Mr. Goldman joined our board of directors on May 21, 2025. He did not receive any compensation in fiscal year 2025. In June 2025, Mr. Goldman received an option award having a grant date fair value of $900,000, vesting over a five year period. (6)300,000 RSUs were granted to General (Ret.) Hyten in May 2022, as consideration for his service as a special advisor to our Chief Executive Officer, with vesting tied to General (Ret.) Hyten's continued service provision of such advice and counsel. Beginning in June 15, 2022, 1/60th of such RSUs vest monthly over 5 years. In February 2023, 26,300 RSUs were granted to General (Ret.) Hyten, as consideration for his services as a special advisor to our Chief Executive Officer, with vesting tied to General (Ret.) Hyten's continued service provision of such advice and counsel. Such RSUs vest quarterly over 5 years after the date of grant. (7)The amounts disclosed include an additional option to purchase shares of our Class A common stock having a value of $45,000 based on the grant date fair market value of the underlying Class A common stock for such non-employee director’s service as lead independent director. (8)The amounts disclosed include additional options to purchase shares of our Class A common stock having a value of $20,000 based on the grant date fair market value of the underlying Class A common stock for such non-employee director’s service as chair of a committee of the board of directors. (9)The amounts disclosed include options granted under the 2020 Plan in connection with initial appointment to the board of directors. (10)The amount disclosed represents 360,000 RSUs granted to Mr. Snabe on March 31, 2025, as consideration for his services as a special advisor to our Chief Executive Officer, with vesting tied to Mr. Snabe's continued provision of such advice and counsel under his special advisor agreement with us. 1/24th of such RSU award vests monthly from February 24, 2025 for one year and 1/48th of such RSU award vests each month thereafter for the following two years, so long as Mr. Snabe provides services as Special Advisor to the Chief Executive Officer. (11)Dr. Sridhar was appointed to the board of directors effective February 28, 2023. The 2020 Plan provides that the aggregate value of all compensation granted or paid, as applicable, to a non-employee director will not exceed $900,000 in total value during the calendar year in which such director is first appointed or elected to the board of directors, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. As Dr. Sridhar’s Initial Award (as defined below) was granted in calendar year 2023, he was not eligible to receive an Annual Award on the date of the 2023 annual meeting of stockholders. The amount disclosed includes an option to purchase shares of our Class A common stock having an aggregate value of $700,000, based on the grant date fair value of the underlying Class A common stock granted for his service from October 2023. Pursuant to our non-employee director compensation program for the fiscal year ended April 30, 2025, we compensated our non-employee directors with stock options for such fiscal year as described below. We believe this program reinforces alignment with our stockholders and is consistent with our overall compensation philosophy.

  13. Fiscal Year 2025 Director Compensation Table

    Each new non-employee director who joined the board of directors was granted an option to purchase shares of our Class A common stock having a value of no more than $900,000 based on the grant date fair value of the option for financial reporting purposes (the “Initial Award”). Each Initial Award vests over five years, with 5% of the Initial Award vesting quarterly after the date of grant, provided the grantee remains as a non-employee director and attends in person the regularly scheduled meeting of the board of directors during each fiscal quarter commencing following such grant (such shares, the “Initial Quarterly Shares”); however, if the grantee fails to attend any such regularly scheduled meeting, then vesting for the Initial Quarterly Shares will not occur and will be suspended (any such shares being referred to collectively as the “Initial Suspended Shares”). For any Initial Suspended Shares, such shares will vest following the fifth anniversary of the date of grant, if the non-employee director satisfies the attendance requirements in subsequent periods. Such Initial Awards are “early exercisable” such that the non-employee director may purchase shares underlying the Initial Award prior to vesting, subject to our right of repurchase lapsing in accordance with the vesting schedule of the Initial Award. Each Initial Award vests in full upon a change in control (as defined in the 2020 Plan), subject to the non-employee director remaining in service until the closing of the change in control. On the date of the annual meeting of our stockholders, each person who was then a non-employee director was granted an option to purchase shares of our Class A common stock having a value of $350,000 based on the grant date fair value of the option for financial reporting purposes on the date of such annual meeting (the “Annual Award”); however, for a non-employee director who was appointed to the board of directors less than 365 days prior to the annual meeting of our stockholders, the $350,000 value was pro-rated based on the number of days from the date of appointment until such annual meeting. Each Annual Award vests over five years, with 5% of the Annual Award vesting quarterly after the date of grant, provided the grantee remains as a director and attends in person the regularly scheduled meeting of the board of directors during each fiscal quarter commencing following such grant (such shares, the “Annual Quarterly Shares”); however, if the grantee fails to attend any such regularly scheduled meeting, then vesting for the Annual Quarterly Shares will not occur and will be suspended (any such shares being referred to collectively as the “Annual Suspended Shares”). For any Annual Suspended Shares, such shares will vest following the fifth anniversary of the date of grant, if the director satisfies the attendance requirements in subsequent periods. Such Annual Awards are “early exercisable” such that the non-employee director may purchase shares underlying the Annual Award prior to vesting, subject to our right of repurchase lapsing in accordance with the vesting schedule of the Annual Award. Each Annual Award vests in full upon a change in control (as defined in the option agreement with each director), subject to the director remaining in service until the closing of the change in control. In addition to the Initial Awards and Annual Awards described above, for the fiscal year ended April 30, 2025, certain non-employee directors were granted the following stock options as additional compensation for services on our board of directors and its committees, as applicable, with each such option vesting in the same manner as the Annual Awards: •an additional option to purchase shares of our Class A common stock having a value of $45,000, based on the grant date fair market value of the underlying Class A common stock for service as lead independent director of the board of directors, if any; and •an additional option to purchase shares of our Class A common stock having a value of $20,000, based on the grant date fair market value of the underlying Class A common stock for service as the Chair of a committee of the board of directors. Our non-employee director compensation program and compensation outside such program for non-employee directors are reviewed periodically by our compensation committee and our board of directors.

  14. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently consists of twelve members and is divided into three classes. Each class consists of four directors and has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. At the Annual Meeting, stockholders are being asked to elect the three Class II directors named in this proxy statement, each to serve a three-year term as outlined above to succeed the current Class II directors. The board of directors, upon the recommendation of the nominating and corporate governance committee, approved a reduction in the number of directors constituting the full board of directors from twelve to eleven, effective immediately prior to the Annual Meeting. Accordingly, there are three nominees for director at the Annual Meeting and proxies cannot be voted for a greater number of individuals than the three nominees named above. Beginning immediately prior to the Annual Meeting, our board of directors will consist of eleven members divided into three classes, with Classes I and III consisting of four directors and Class II consisting of three directors.

  15. Director Nominees

    Director Nominees Our nominating and corporate governance committee has recommended, and our board of directors has approved, General (Ret.) John Hyten, Richard C. Levin, and Bruce Sewell as nominees for election as Class II directors at the Annual Meeting. Each of these director nominees other than General Hyten was previously elected by our stockholders. General Hyten, who previously served as an advisor to the Company from May 2022 to October 2024, joined our board of directors in October 2024, after being recommended by our Chief Executive Officer and considered and recommended by our nominating and corporate governance committee. If elected, each of General Hyten, and Messrs. Levin and Sewell will serve as Class II directors for a full term of three years and until their successors are duly elected and qualified, or until his earlier death, resignation, or removal. Each nominee has consented to being named as a nominee in our proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. If any nominee becomes unable or unwilling to stand for election as a result of an unexpected occurrence, the proxy holders will vote your proxy for the election of any substitute nominee as may be proposed by our nominating and corporate governance committee. Each of the nominees is currently a director serving on our board of directors. For information concerning each of the nominees, please see the section titled “Information Regarding Our Board of Directors and Corporate Governance.” OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH DIRECTOR NOMINEE NAMED ABOVE.

  16. Executive Compensation Program Highlights

    Executive Compensation Program Highlights The important features of our executive compensation program include the following: •A majority of executive pay is equity-based. We structure a majority of our named executive officers’ compensation in equity to achieve the best possible alignment with shareholders. •We emphasize long-term equity incentives. Equity awards with multi-year vesting periods are an integral part of our executive compensation program and comprise the majority of our named executive officers’ compensation packages. We have awarded our Chief Executive Officer both stock options and restricted stock unit (“RSU”) awards, including many with five-year vesting schedules, and awarded our other named executive officers RSU awards, including many with five-year vesting schedules. These awards align our named executive officers’ interests with our stockholders’ objectives by providing a long-term financial incentive to maximize value for our stockholders and by encouraging our named executive officers to remain as leaders with us. We have also paid bonuses in the form of stock (by granting fully-vested RSUs) rather than cash in order to further link the interests of our named executive officers and our stockholders. •We have not provided our named executive officers with excise tax gross ups. •We have not provided perquisites to our named executive officers that are not otherwise provided to employees generally, other than certain security-related benefits discussed in more detail below under the section titled “Other Benefits; Perquisites.” •Our practice is to require "double-trigger" for accelerated vesting. Since becoming a publicly traded company in 2020, we have not provided “single-trigger” accelerated vesting of equity awards to our named executive officers on a change in control of the Company. Instead, we require both a change in control of the Company and a qualifying termination of employment (a “double trigger”) to receive accelerated vesting of equity awards. •Our compensation committee has retained an independent compensation consultant for guidance and advice in making compensation decisions. The compensation consultant advises the compensation committee on competitive market practices, including reviewing the mix of companies that comprise our compensation peer group of companies and reviewing the compensation practices of our peer group companies. This work enables the compensation committee to regularly assess the Company’s compensation programs and executives’ compensation against our compensation peer group, the general marketplace, and other relevant industry data points. •Our compensation committee is comprised of independent members of our board of directors. •We prohibit hedging, short sales and pledging of Company stock as collateral for a loan.

  17. Objectives, Philosophy and Elements of Executive Compensation

    Objectives, Philosophy and Elements of Executive Compensation Our executive compensation program aims to achieve the following main objectives: •aligning our executives' incentive compensation with the interests of our stockholders; •providing incentives that motivate and reward the achievement of company performance over the long-term; •attracting and retaining highly qualified executives; and •linking pay to Company performance. Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal elements: base salary, annual discretionary performance-based bonuses, and long-term incentive compensation in the form of equity awards. We also provide our executive officers with benefits available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee health and welfare benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

  18. Objectives, Philosophy and Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and adjusted based on a number of factors (including individual performance and the overall performance of our Company) and an analysis of competitive market data. | | Annual Performance-based Bonus | Serves as an incentive based on both annual corporate and individual performance. | Actual bonus payments, if any, are determined after fiscal year end by the compensation committee after taking into account corporate performance, individual contributions to that performance, the recommendation of the Chief Executive Officer (other than for his own annual bonus) and other objective and subjective factors. Performance-based bonuses may be paid in cash or in fully-vested RSUs, in the discretion of the compensation committee. | | Long-Term Incentive Compensation | Aligns executive's interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. Serves as an incentive for successful long-term Company performance. | Design and amount of individual equity awards are determined by the compensation committee after taking into account corporate performance, individual contributions to that performance, an analysis of competitive market data, the recommendations of the Chief Executive Officer (other than for his own annual equity awards) and other factors. |

  19. Objectives, Philosophy and Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers, which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value creation. The majority of our named executive officers' target total direct compensation opportunity consists of equity awards and annual performance-based compensation. The compensation committee does not apply a fixed ratio of base salary, annual discretionary performance-based bonus awards, and equity awards. Instead, the compensation committee evaluates the results of a competitive market analysis prepared by Compensia, Inc. ("Compensia") and data from Aon plc.'s Radford McLagan Compensation Database ("Radford") and then exercises its own independent judgment, based on the experience of its members along with other factors, to establish a target total direct compensation opportunity for each executive officer. This direct compensation opportunity for each executive officer reflects a mix of current, short-term, and long-term incentive compensation and cash and non-cash compensation that the compensation committee believes appropriate to achieve the goals of our executive compensation program and our corporate objectives.

  20. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee has the authority to retain compensation consultants, legal counsel, and other advisors to advise it, to provide research and data, and to assist in its evaluation of executive compensation. This includes the authority to approve the consultant’s reasonable fees and terms. The compensation committee has retained Compensia as its compensation consultant. Among its various projects, Compensia evaluated current executive pay practices and considered different compensation programs to aid the compensation committee in making executive pay decisions for the fiscal year ended April 30, 2025. Compensia also gathered compensation data from the compensation peer group companies and relevant surveys, evaluated such data, and prepared a competitive market analysis to assist the compensation committee in determining executive compensation levels. The compensation committee conducts a review on an annual basis to determine if the work of Compensia as its compensation consultant raises any conflict of interest, taking into account the relevant factors set forth in SEC rules and the applicable New York Stock Exchange (“NYSE”) listing standards. Based on its analysis, our compensation committee has determined that the work of Compensia and the individual compensation advisors employed by Compensia do not create any conflict of interest pursuant to the SEC rules and NYSE listing standards. Compensia also conducted a competitive market analysis review of our non-employee director compensation policies and practices for review by our board of directors. Director compensation is discussed in more detail in the section entitled “Non-Employee Director Compensation.” In addition, for purposes of evaluating appropriate and competitive pay for each of our executive positions, including our Chief Executive Officer, the compensation committee and the Company’s human resources department has historically used competitive compensation data from Compensia and/or Radford to formulate recommendations on executive compensation levels for our executives, including our Chief Executive Officer. In addition, the Company has received input and advice, from time to time and as needed, from Infinite Equity, Inc. ("Infinite Equity"). Although the compensation committee carefully considers all input and data provided by Compensia, Radford and/or Infinite Equity, the compensation committee makes its determinations related to executive compensation design and amounts based on the independent judgment of its members.

  21. Annual Discretionary Performance-Based Bonus

    Annual Discretionary Performance-Based Bonus Each of our named executive officers was eligible to receive an annual discretionary performance-based bonus payment for the fiscal year ended April 30, 2025. The aggregate bonus pool for employees and executive officers was determined based on the Company’s performance, and then the amount of each individual bonus was determined by the compensation committee based on a recommendation and assessment of the named executive officer’s individual achievements provided by the Chief Executive Officer (other than with respect to the Chief Executive Officer's individual achievements, assessment of which is conducted by the compensation committee). To receive an annual bonus for the last fiscal year, a named executive officer generally must have been employed by the Company and in good standing on the date of payment. Set forth in the table below are the target annual bonus opportunities and the actual annual bonus payments that our compensation committee approved for the fiscal year ended April 30, 2025.

  22. Annual Discretionary Performance-Based Bonus

    | Named Executive Officer | Target Annual Bonus (% of Base Salary) | Target Annual Bonus ($) | Actual Annual Bonus Paid ($)(1) | | Thomas M. Siebel | 100% | 1,000,000 | 900,000 | | Hitesh Lath | 100% | 397,500 | 437,250 | | Merel Witteveen (2) | 50% | 189,886 | 170,897 | | Edward Y. Abbo | 100% | 583,000 | 524,700 |

  23. Annual Discretionary Performance-Based Bonus

    (1) Each of Messrs. Lath's and Abbo's and Ms. Witteveen's actual annual bonus was paid in fully vested RSUs in June 2025, and Mr. Siebel's actual annual bonus was paid in fully vested RSUs in August 2025. (2) Ms. Witteveen's target annual bonus opportunity (as a percentage of her base salary) increased from 20% to 50% as of July 31, 2024, in connection with her appointment as our Senior Vice President, Operations. The target annual bonus opportunity set forth in the table above was pro-rated for the portion of the fiscal year during which such base salary and target annual bonus opportunity were effective.

  24. Equity Awards

    Equity Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Equity awards are also a critical component of our plan to retain top leadership talent. Long-term incentive compensation in the form of equity awards is granted to our Chief Executive Officer and our other named executive officers by the compensation committee. As with other elements of compensation, the compensation committee generally determines the amount of long-term incentive compensation for our executive officers as part of its annual compensation review and after taking into consideration the individual executive officer’s responsibilities and performance and existing equity retention profiles, a competitive market analysis based on data drawn from and an understanding of the practices for the companies in our compensation peer group and relevant surveys. For awards to executive officers other than the Chief Executive Officer, the compensation committee also takes into account the recommendations of the Chief Executive Officer. The equity awards are intended to provide a target total direct compensation opportunity that the compensation committee believes is appropriate taking into consideration the factors described herein. We have historically granted equity awards to our executive officers primarily in the form of service-based stock options and RSU awards, many of which have a five-year vesting period. Beginning in the fiscal year ended April 30, 2023, the compensation committee has granted only service-based RSU awards with a five-year vesting requirement to our named executive officers (other than Mr. Siebel). Since our initial public offering, a majority of the equity awards granted to Mr. Siebel have consisted of full value equity awards in the form of performance-based vesting RSU awards ("PRSU awards") or stock options with an exercise price per share equal to 110% of the fair market value of a share of our Class A common stock on the grant date. Each RSU award and PRSU award represents the right to receive one share of our Class A common stock on or following vesting and, in the case of PRSU awards, the certification of achievement of the related performance goals. The awards reward our executive officers for superior stock price performance, and also further our retention objectives, as these awards typically vest or are earned over multiple years and can maintain their motivational value during periods when there is volatility in the stock market. Annual Equity Awards During the fiscal year ended April 30, 2025, the compensation committee granted Mr. Siebel, Mr. Lath, Ms. Witteveen, and Mr. Abbo, the RSU and stock option awards set forth in the table below under the Company’s 2020 Equity Incentive Plan, as amended and restated (the “2020 Plan”).

  25. Equity Awards

    | Named Executive Officer | RSU Award (# of Shares of Class A Common Stock Covered) | Stock Option Award (# of Shares of Class A Common Stock Covered) | | Thomas M. Siebel | 579,254 (1) (2) | 886,244 (3) | | Hitesh Lath | 426,094 (1) (4) (5) | — | | Merel Witteveen | 111,748 (1) (4) (6) (7) | — | | Edward Y. Abbo | 118,039 (1) (4) | — |

  26. Equity Awards

    (1)Effective June 26, 2024 the compensation committee paid Mr. Lath, and effective June 13, 2024 paid Ms. Witteveen, and Mr. Abbo the annual bonus amounts awarded to them for the fiscal year ended April 30, 2024 by granting them fully vested RSUs with respect to 6,094, 2,913, and 18,039 shares of our Class A common stock, respectively. Effective August 5, 2024, the compensation committee paid Mr. Siebel the annual bonus amount awarded to him for the fiscal year ended April 30, 2024, by granting him fully vested RSUs with respect to 41,841 shares of our Class A common stock. In addition, during fiscal year 2025, Ms. Witteveen received a discretionary sales incentive bonus in the form of fully vested RSUs with respect to 3,763 shares of our Class A common stock. (2)Effective September 11, 2024, the compensation committee granted Mr. Siebel an RSU award with respect to 537,413 shares of our Class A common stock. 1/3rd of such RSUs shall vest on September 11, 2025, and 1/12th of the RSUs shall vest quarterly thereafter, so long as Mr. Siebel continues to provide services through such vesting date. This RSU award is subject to vesting acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (3)Effective September 11, 2024, the compensation committee granted Mr. Siebel a premium priced stock option award, with an exercise price per share equal to 110% of the closing sales price on the grant date. 1/3rd of the shares subject to the stock option award shall vest on September 11, 2025, and 1/3rd of the shares subject to the stock option award shall vest on each subsequent annual anniversary thereafter, so long as Mr. Siebel continues to provide services through the applicable vesting date. This stock option award is subject to vesting acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” The stock option award may be exercised prior to vesting subject to a repurchase right in favor of the Company. (4)Effective June 9, 2024, the compensation committee granted Mr. Lath, Ms. Witteveen, and Mr. Abbo, RSU awards with respect to 20,000, 50,000, and 100,000 shares of our Class A common stock, respectively. Twenty percent (20%) of such RSU award vested on June 15, 2025, and five percent (5%) of each such RSU award shall vest on a quarterly basis thereafter so long as the applicable individual continues to provide services through each applicable vesting date. (5)Effective September 11, 2024, the compensation committee granted Mr. Lath an RSU award with respect to 400,000 shares of our Class A common stock. Twenty percent (20%) of such RSU award shall vest on September 15, 2025, and five percent (5%) of such RSU award shall vest on a quarterly basis thereafter, so long as Mr. Lath continues to provide services through each applicable vesting date. (6)Effective August 26, 2024, the compensation committee granted Ms. Witteveen an RSU award with respect to 40,000 shares our Class A common stock. Twenty percent (20%) of such RSU award shall vest on August 15, 2025, and five percent (5%) of such RSU award shall vest on a quarterly basis thereafter, so long as Ms. Witteveen continues to provide services through each applicable vesting date. (7)Effective November 18, 2024, the compensation committee granted Ms. Witteveen an RSU award with respect to 15,072 shares of our Class A common stock. Twenty (20%) of such RSU award shall vest on November 18, 2025, and five percent (5%) of such RSU award shall vest on a quarterly basis thereafter, so long as Ms. Witteveen continues to provide services through such vesting date. On December 8, 2022, the compensation committee granted Mr. Siebel a PRSU award with respect to 850,000 shares of our Class A common stock, with such award to be earned and vest in three equal tranches subject to the achievement of certain pre-established stock price performance hurdles. The award also provided for the potential vesting of an additional 850,000 shares, subject to achievement of higher average stock prices (an “overperformance hurdle”), for a potential to earn up to a maximum of 1,700,000 shares. The overperformance hurdle for the second tranche of the award was met in December 2024, as our average stock price was at least $25.60 over 90 consecutive trading days between August 2, 2024 to August 2, 2025. As result of meeting the overperformance hurdle, 566,666 shares vested on August 1, 2025. The terms of this PRSU award are further described in the section titled “Outstanding Equity Awards as of April 30, 2025.”

  27. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Equity Awards Certain equity awards we have granted to our named executive officers are subject to vesting acceleration rights as further described below in the section titled “Potential Payments upon Termination or Change of Control.”

  28. Equity Grant Timing Practices

    Equity Grant Timing Practices The compensation committee approves all equity awards to our named executive officers on or before the grant date as described in the section titled “How We Determine Executive Compensation.” The compensation committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information. Instead, the compensation committee seeks to grant equity awards after the Company's financial results and other material information have been disclosed publicly. In addition, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our named executive officers.

  29. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended April 30, 2025, 2024, and 2023.

  30. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation($) | Total ($) | | Thomas M. Siebel Chief Executive Officer and Chairman | 2025 | 1,000,000 | — | 11,506,012 | 11,506,017 | 900,000 | 604,847(3) | 25,516,876 | | | 2024 | 1,000,000 | — | 11,290,020 | 11,290,005 | 1,000,000 | 184,933(3) | 24,764,958 | | | 2023 | 1,000,000 | — | 29,540,333 | — | 1,000,000 | 171,867(3) | 31,712,200 | | Hitesh Lath(4) Senior Vice President and Chief Financial Officer | 2025 | 397,500 | — | 9,164,000 | — | 437,250 | 1,156(5) | 9,999,906 | | | 2024 | 142,045(6) | 50,000(7) | 5,000,008 | — | 168,436 | 390(5) | 5,360,879 | | Merel Witteveen(8) Senior Vice President, Operations | 2025 | 442,604(9) | 100,060(10) | 2,970,773 | — | 170,897 | 850(5) | 3,685,184 | | Edward Y. Abbo Executive Vice President, Chief Technology Officer | 2025 | 583,000 | 1,250(11) | 3,000,000 | — | 524,700 | 3,082(5) | 4,112,032 | | | 2024 | 550,000 | — | — | — | 550,000 | 2,682(5) | 1,102,682 | | | 2023 | 550,000 | — | 28,827,437 | — | 550,000 | 2,682(5) | 29,930,119 |

  31. Summary Compensation Table

    (1)The amounts disclosed represent the aggregate grant date fair value of the RSUs and options granted under the 2020 Plan, computed in accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and options are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025. The amounts do not reflect the actual economic value that may be realized by each named executive officer. (2)The amounts disclosed in this column include bonus payments, paid in fully vested RSUs, that were made under our annual discretionary performance-based bonus program for the fiscal year ended April 30, 2025, as determined by our compensation committee. The terms of these payments are summarized under “Compensation Discussion and Analysis—Executive Compensation Program for Fiscal Year Ended April 30, 2025." (3)The amount reported represents (a) amounts paid by us for personal security services for Mr. Siebel provided based on an independent security study, in an aggregate amount of approximately $600,365, $180,445, and $167,471 for the fiscal years ended April 30, 2025, 2024 and 2023, respectively, with such costs being calculated based on an allocation of total costs incurred by us attributable to personal use of such security services and (b) life insurance premiums paid by us on behalf of Mr. Siebel. (4)Mr. Lath was not a named executive officer for the fiscal year ended April 30, 2023. (5)The amount reported represents life insurance premiums paid by us on behalf of the named executive officer. (6)The amount reported includes the March 2024 increase to Mr. Lath’s base salary in connection with his appointment as Senior Vice President and Chief Financial Officer. (7)The amount reported represents a one-time sign-on bonus paid to Mr. Lath in connection with his initial appointment as Vice President and Chief Accounting Officer in December 2023. (8)Ms. Witteveen served as an executive officer of the Company from July 31, 2024, to June 16, 2025. She was appointed to the position of Senior Vice President, Operations effective July 31, 2024. Ms. Witteveen was not a named executive officer for fiscal year ended April 30, 2024. (9)The amount reported includes the August 2024 increase to Ms. Witteveen's base salary in connect with her appointment as Senior Vice President, Operations. (10)The amount reported represents a discretionary sales incentive bonus paid to Ms. Witteveen. (11)The amount reported represents a discretionary patent application filing bonus paid to Mr. Abbo.

  32. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table shows, for the fiscal year ended April 30, 2025, certain information regarding grants of plan-based awards to our named executive officers:

  33. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Max ($) | | | | | | Thomas M. Siebel | RSU | 8/5/2024 | — | — | — | 41,841 | — | — | 1,000,000 | | | RSU | 9/11/2024 | — | — | — | 537,413 | — | — | 11,506,012 | | | Option | 9/11/2024 | — | — | — | — | 886,244 | 23.55 | 11,506,017 | | | Cash | N/A | — | 900,000 | — | — | — | — | — | | Hitesh Lath | RSU | 6/9/2024 | — | — | — | 20,000 | — | — | 600,000 | | | RSU | 6/26/2024 | — | — | — | 6,094 | — | — | 168,438 | | | RSU | 9/11/2024 | — | — | — | 400,000 | — | — | 8,564,000 | | | Cash | N/A | — | 437,250 | — | — | — | — | — | | Merel Witteveen | RSU | 6/9/2024 | — | — | — | 50,000 | — | — | 1,500,000 | | | RSU | 6/13/2024 | — | — | — | 2,913 | — | — | 88,817 | | | RSU | 7/26/2024 | — | — | — | 902 | — | — | 25,012 | | | RSU | 8/26/2024 | — | — | — | 40,000 | — | — | 974,000 | | | RSU | 10/28/2024 | — | — | — | 950 | — | — | 25,023 | | | RSU | 11/18/2024 | — | — | — | 15,072 | — | — | 496,773 | | | RSU | 01/27/2025 | — | — | — | 803 | — | — | 25,005 | | | RSU | 04/28/2025 | — | — | — | 1,108 | — | — | 25,019 | | | Cash | N/A | — | 170,897 | — | — | — | — | — | | Edward Y. Abbo | RSU | 06/09/2024 | — | — | — | 100,000 | — | — | 3,000,000 | | | RSU | 06/13/2024 | — | — | — | 18,039 | — | — | 550,009 | | | Cash | N/A | — | 524,700 | — | — | — | — | — |

  34. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)Represents annual cash bonus target opportunity pursuant to our annual discretionary cash performance-based bonus program, the terms of which are summarized under “Compensation Discussion and Analysis—Executive Compensation Programs for Fiscal Year Ended April 30, 2025—Annual Discretionary Performance-Based Bonus” and “Compensation Discussion and Analysis—How We Determine Executive Compensation” above and do not represent actual compensation earned by our named executive officers for the year ended April 30, 2025. For the actual amounts paid to each of the other named executive officers, see the “Summary Compensation Table” above and the applicable footnotes. The plan does not provide for threshold or maximum payout amounts. (2)Shares reported represent awards of RSUs and options granted pursuant to our 2020 Plan. Each award is subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards as of April 30, 2025,” except as otherwise indicated in the footnotes to this table. (3)The amounts disclosed represent the aggregate grant date fair value of the RSUs and options granted under the 2020 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs and options are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2025. This amount does not reflect the actual economic value that may be realized by each named executive officer.

  35. Outstanding Equity Awards as of April 30, 2025

    Outstanding Equity Awards as of April 30, 2025 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of April 30, 2025.

  36. Outstanding Equity Awards as of April 30, 2025

    | Name | Option Awards(1) | | | | | Stock Awards(1) | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price (2) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares of Units of Stock that have not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($)(3) | | Thomas M. Siebel | 11/8/2017(4) | 3,000,000 | — | $2.04 | 11/7/2027 | — | — | — | — | | | 11/28/2018(4) | 3,000,000 | — | $3.90 | 11/27/2028 | — | — | — | — | | | 10/19/2019(4) | 5,438,182 | — | $4.68 | 10/18/2029 | — | — | — | — | | | 8/27/2020(5)(6) | 6,166,667 | — | $11.16 | 8/26/2030 | — | — | — | — | | | 7/16/2021(7) | 523,992 | 131,008 | $63.30(8) | 7/15/2031 | — | — | — | — | | | 7/16/2021(7) | 443,193 | 110,807 | $50.64 | 7/15/2031 | — | — | — | — | | | 7/2/2022(9) | — | — | — | — | 265,625 | 5,846,406 | — | — | | | 12/8/2022(10) | — | — | — | — | — | — | 283,334(10) | 6,236,181 | | | 12/22/2023(6)(11) | 662,489 | — | $31.61(12) | 12/21/2033 | — | — | — | — | | | 12/22/2023(13) | — | — | — | — | 229,154 | 5,043,680 | — | — | | | 9/11/2024(6)(14) | 886,244 | — | $23.55(12) | 9/10/2034 | — | — | — | — | | | 9/11/2024(15) | — | — | — | — | 537,413 | 11,828,460 | — | — | | Hitesh Lath | 12/15/2023(16) | — | — | — | — | 120,116 | 2,643,753 | — | — | | | 6/9/2024(17) | — | — | — | — | 20,000 | 440,200 | — | — | | | 9/11/2024(18) | — | — | — | — | 400,000 | 8,804,000 | — | — | | Merel Witteveen | 6/13/2019(4) | 108 | — | $4.56 | 6/12/2029 | — | — | — | — | | | 8/1/2020(6)(19) | 6,247 | — | $4.56 | 7/31/2030 | — | — | — | — | | | 12/23/2021(20) | 18,332 | 18,335 | $34.25 | 12/22/2031 | — | — | — | — | | | 6/23/2021(21) | — | — | — | — | 9,000 | 198,090 | — | — | | | 4/6/2022(22) | — | — | — | — | 15,625 | 343,906 | — | — | | | 6/22/2022(23) | — | — | — | — | 100,000 | 2,201,000 | — | — | | | 3/10/2023(24) | — | — | — | — | 30,000 | 660,300 | — | — | | | 6/9/2024(17) | — | — | — | — | 50,000 | 1,100,500 | — | — | | | 8/26/2024(25) | — | — | — | — | 40,000 | 880,400 | — | — | | | 11/18/2024(26) | — | — | — | — | 15,072 | 331,735 | — | — | | Edward Y. Abbo | 6/13/2019(4) | 30,548 | — | $4.56 | 6/12/2029 | — | — | — | — | | | 7/6/2020(4) | 63,884 | — | $4.56 | 7/5/2030 | — | — | — | — | | | 6/23/2021(27) | 306,657 | 93,343 | $61.65 | 6/22/2031 | — | — | — | — | | | 9/3/2021(28) | 366,656 | 133,344 | $50.61 | 9/2/2031 | — | — | — | — | | | 12/23/2021(29) | 199,994 | 100,006 | $34.25 | 12/22/2031 | — | | — | — | | | 6/22/2022(30) | — | — | — | — | 375,000 | 8,253,750 | — | — | | | 3/10/2023(24) | — | — | — | — | 300,000 | 6,603,000 | — | — | | | 6/09/2024(17) | — | — | — | — | 100,000 | 2,201,000 | — | — |

  37. Outstanding Equity Awards as of April 30, 2025

    (1)All equity awards listed in this table were granted under the C3.ai, Inc. 2012 Equity Incentive Plan (the “2012 Plan”) or the 2020 Plan, as applicable. (2)Except as otherwise noted, all options were granted with a per share exercise price equal to the fair market value of one share of our Class A common stock on the grant date, as determined in good faith by our board of directors or compensation committee, as applicable. (3)Market value is calculated based on the closing price of our Class A common stock on April 30, 2025, which was $22.01, as reported on NYSE. (4)These stock options are fully vested. (5)The shares subject to this option vest in equal quarterly installments over five years, subject to Mr. Siebel’s continuous service as our Chief Executive Officer or Executive Chairman as of each vesting date. The stock option is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (6)All stock options may be exercised prior to vesting, subject to a repurchase right in favor of the Company. (7)Three percent (3%) of the shares subject to the stock option vest monthly for 12 months following July 16, 2021, and the remainder of the unvested shares subject to the stock option vest and become exercisable in equal monthly installments over the 48-month period thereafter, subject to Mr. Siebel’s continuous service through each vesting date. The stock option is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (8)The shares subject to this option were granted with a per share exercise price equal to 125% of the fair market value of one share of our Class A common stock on the grant date, as determined in good faith by our board of directors or compensation committee, as applicable. (9)1/16th of the total number of shares underlying this RSU award vest on each quarterly anniversary of May 1, 2022, subject to the holder’s continuous service with us as of each applicable vesting date. The RSU award is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (10)This PRSU award is divided into three approximately equal tranches, each of which requires both (i) the achievement of the applicable stock price hurdle (as set forth in the table below) and (ii) Mr. Siebel’s continuous service with us as of the applicable earliest vest date (as set forth in the table below) or, if later, the date on which the applicable stock price hurdle is achieved. The stock price hurdles set forth in the table below will be met when the average closing price of our Class A common stock during a period of 90 consecutive trading days (the “average stock price”) that commences on or following December 16, 2022, equals or exceeds the applicable stock price hurdle. The stock price hurdles are not required to be met prior to the earliest vest date associated with the tranche in the table below, but any tranche of the PRSU award will be forfeited for no consideration if the applicable stock price hurdle is not achieved on or before December 31, 2027. In addition, if on or before the first, second or third earliest vest date, the highest average stock price in the period prior to such earliest vest date (a twelve-month period for the second and third earliest vest date, and for the first earliest vest date, a period from December 16, 2022 until August 2, 2024) is higher than the stock price hurdle for such period as specified in the table below, then up to an additional 283,333 shares (the “additional shares”) will vest on the applicable earliest vest date. If such highest average stock price is at least $21.80 for the first period, $25.60 for the second period or $29.30 for the third period (each, an “overperformance hurdle”), then 283,333 additional shares will vest. If such highest average stock price is above the stock price hurdle but below the overperformance hurdle for any such period, then an amount between 1% and 100% of 283,333 additional shares will vest, calculated on a straight-line basis. However, no additional shares for any of the first, second or third periods will vest on such early basis if such price targets are not achieved before the earliest vest date for such period, even if achieved following such date. Each overperformance hurdle was determined based upon the sum of (i) the respective stock price hurdle, plus (ii) an amount equal to 25% of the difference between (a) the respective stock price hurdle, and (b) $12.90 (the closing price of the Company’s Class A common stock on December 8, 2022). In no event will more than an aggregate of 1,700,000 shares be deemed vested pursuant to the PRSU award. The PRSU award is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.”

  38. Outstanding Equity Awards as of April 30, 2025

    | Tranche | Earliest Vest Date | Stock Price Hurdle* | Number of Shares | | 1 | August 2, 2024 | $20.00 | 283,333 | | 2 | August 2, 2025 | $23.00 | 283,333 | | 3 | August 2, 2026 | $26.00 | 283,334 |

  39. Outstanding Equity Awards as of April 30, 2025

    *The Company’s share price was $12.90 at close on the date of the PRSU grant, December 8, 2022. (11)1/3rd of the shares subject to the option grant shall vest on December 1, 2024, and 1/12th of the shares subject to the option grant shall vest each quarter thereafter, so long as Mr. Siebel continues to provide services through such vesting date. The stock option is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (12)The shares subject to this option were granted with a per share exercise price equal to 110% of the fair market value of one share of our Class A common stock on the grant date, as determined in good faith by our board of directors or compensation committee, as applicable. (13)1/12th of the RSUs shall vest on each quarterly anniversary from December 1, 2023, so long as Mr. Siebel continues to provide services through such vesting date. The RSU is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (14)1/3rd of the shares subject to the option grant shall vest on September 11, 2025, and 1/3rd of the shares subject to the option grant shall vest on each subsequent annual anniversary thereafter, so long as Mr. Siebel continues to provide services through such vesting date. This stock option grant is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (15)1/3rd of such RSUs shall vest on the 12-month anniversary from September 11, 2025, and 1/12th of the RSU award shall vest quarterly thereafter, so long as Mr. Siebel continues to provide services through such vesting date. This RSU award is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (16)Five percent (5%) of such RSU award vested on March 15, 2024, and 5% of such RSU award vests on a quarterly basis thereafter, so long as Mr. Lath continues to provide services through such vesting date. The RSU award is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (17)Twenty percent (20%) of such RSU award vested on June 15, 2025, and five percent (5%) of such RSU award shall vest on a quarterly basis thereafter so long as the individual provides services through such vesting date. (18)Twenty percent (20%) of such RSU award shall vest on September 15, 2025, and five percent (5%) of such RSU award shall vest on a quarterly basis thereafter, so long as Mr. Lath continues to provide services through such vesting date. (19)Twenty percent (20%) of the shares subject to the option grant vested on May 1, 2021, and the remaining 80% of the shares vest on a monthly basis for the following four years, subject to the holder’s continuous service with us as of each vesting date. (20)Twenty percent (20%) of the shares subject to the option grant vested on December 15, 2022, and the remaining 80% of the shares vest on a monthly basis for the following four years, subject to the holder’s continuous service with us as of each vesting date. (21)Twenty percent (20%) of such RSU award vested on June 23, 2022, and 5% of such RSU award vests on a quarterly basis thereafter, so long as the holder continues to provide services through such vesting date. (22)Six and a quarter percent (6.25%) of such RSU award vested on the third month following July 6, 2022, and 6.25% of such RSU award vests on a quarterly basis thereafter, so long as the holder continues to provide services through such vesting date. (23)Twenty percent (20%) of such RSU award vested August 16, 2023, and 5% of such RSU award vests on a quarterly basis thereafter, so long as the holder continues to provide services through such vesting date. (24)Six and a quarter percent (6.25%) of such RSU award vests in a series of equal quarterly installments on the last day of each fiscal quarter following May 1, 2025, so long as the holder continues to provide services through such vesting date. (25)Twenty percent (20%) of such RSU award shall vest on August 15, 2025, and 5% of such RSU award shall vest on a quarterly basis thereafter, so long as the holder continues to provide services through such vesting date. (26)Twenty percent (20%) of such RSU award shall vest on November 18, 2025, and 5% of such RSU award shall vest on a quarterly basis thereafter, so long as the holder continues to provide services through such vesting date. (27)Twenty percent (20%) of the shares subject to this option vest on the one-year anniversary of the grant date, and the remaining 80% of the shares subject to this option vest in equal monthly installments over the four years thereafter, subject to the option holder’s continuous service with us as of each vesting date. (28)Twenty percent (20%) of the shares subject to this option vested on August 15, 2022, and the remaining 80% of the shares subject to this option vest in equal monthly installments over the four years thereafter, subject to the option holder’s continuous service with us as of each vesting date. The stock option is subject to acceleration upon certain events as described in the section titled “Potential Payments upon Termination or Change in Control.” (29)Twenty percent (20%) of the shares subject to this option vested on December 15, 2022, and the remaining 80% of the shares subject to this option vest in equal monthly installments over the four years thereafter, subject to the option holder’s continuous service with us as of each vesting date. (30)Six and a quarter percent (6.25%) of the shares underlying this RSU vested on September 15, 2022, and 6.25% of the shares underlying this RSU shall vest in equal quarterly installments thereafter, subject to the holder’s continuous service with us as of each vesting date.

  40. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table shows for the fiscal year ended April 30, 2025, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:

  41. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Thomas M. Siebel | 1,336,066 | 35,340,455 | 951,951 | 24,132,777 | | Hitesh Lath | — | — | 38,125 | 1,074,184 | | Merel Witteveen | — | — | 68,655 | 1,914,711 | | Edward Y. Abbo | — | — | 326,113 | 9,267,728 |

  42. Option Exercises and Stock Vested in Fiscal Year 2025

    (1)The value realized on exercise is based on the difference between the closing price of our Class A common stock on the date of exercise and the applicable exercise price of those options, and does not represent actual amounts received by our named executive officers as a result of the option exercises. (2)The value realized on vesting is determined by multiplying the number of vested RSUs by the closing price of our Class A common stock on the vesting date. The value realized on vesting does not reflect the actual value received by each named executive officer because a portion of the shares reflected in the table above were withheld by us to satisfy the named executive officer’s tax withholding obligations.

  43. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Certain of our named executive officers for the fiscal year ended April 30, 2025 hold equity awards that provide for vesting acceleration benefits or are entitled to severance benefits in the event of an involuntary termination of employment without cause or a change in control. The following table presents information concerning estimated payments and benefits that would be provided to such named executive officers upon a termination or a change in control. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on the last business day of our fiscal year ended April 30, 2025 using the closing market price of our Class A common stock on that date. Actual payments and benefits could be different if such events were to occur on any other date, or at any other price, or if any other assumptions are used to estimate potential payments and benefits.

  44. Potential Payments upon Termination or Change in Control

    | Name | Equity Acceleration: Change in Control (single-trigger) (1) ($) | Equity Acceleration:Termination in Connection with a Change in Control (1) ($) | | Thomas M. Siebel | 6,690,826(2) | 54,354,053(2)(3)(4) | | Hitesh Lath | | 2,643,753(5) | | Edward Y. Abbo | | —(6)(7) |

  45. Potential Payments upon Termination or Change in Control

    (1)The value of stock option and RSU award vesting acceleration is based on the closing price of $22.01 per share of our Class A common stock as of April 30, 2025, minus, in the case of stock options, the exercise price of the unvested stock options subject to acceleration. (2)If a Change in Control (as defined in the 2012 Plan) occurs while Mr. Siebel is serving as either our Chief Executive Officer or Executive Chairman of our board of directors, 100% of the unvested shares subject to stock options granted to Mr. Siebel on August 27, 2020 will fully vest on August 28, 2025. (3)If a Change in Control (as defined in the 2020 Plan) occurs while Mr. Siebel is serving as either our Chief Executive Officer or Executive Chairman of our board of directors and his service is terminated without Cause (as defined in the 2020 Plan) by us or as a result of a Constructive Termination (as defined in the applicable award agreement) in each case, in connection with or following the Change in Control, then (i) 100% of the unvested shares subject to stock options granted to Mr. Siebel on July 16, 2021, December 22, 2023, and September 11, 2024, will immediately vest and become exercisable; these option grants were underwater and did not have an intrinsic value as of April 30, 2025, and (ii) 100% of the RSUs granted to Mr. Siebel on July 2, 2022, December 22, 2023, and September 11, 2024, will immediately vest. (4)In connection with the PRSUs granted to Mr. Siebel as described in the section titled "Outstanding Equity Awards as of April 30, 2025," above, if a Change in Control (as defined in the 2020 Plan) occurs while Mr. Siebel is serving as either our Chief Executive Officer or Executive Chairman of our board of directors and his service is terminated without Cause (as defined in the 2020 Plan) by us or as a result of a Constructive Termination (as defined in the applicable award agreement) in each case, in connection with or following the Change in Control, then the applicable stock price hurdle for such PRSU will be deemed achieved if the per share price paid to the Company’s stockholders in such Change in Control is equal to or higher than the applicable stock price hurdle. (5)If a Change in Control (as defined in the 2020 Plan and the RSU award agreements between Mr. Lath and the Company) occurs while Mr. Lath is serving as Chief Financial Officer and his service is terminated without Cause (as defined in the RSU award agreements between Mr. Lath and the Company) by us, or he is not offered an equivalent position in the Company or its successor, in connection with or following the Change in Control, then the remainder of Mr. Lath’s then unvested RSUs will vest 12 months following the Change in Control or upon Mr. Lath’s earlier termination. (6)If a Change in Control (as defined in the Plan) occurs and the named executive officer’s continuous service in his position prior to the Change in Control is terminated or the named executive officer has a Constructive Termination (as defined in the applicable award agreement), 100% of the unvested shares subject to the stock option granted to such named executive officer in September 2021 will immediately vest and become exercisable. (7)The stock option granted to such named executive officer in September 2021 was underwater as of April 30, 2025 and does not have intrinsic value.

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  47. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation that the SEC deems to have been actually paid to our principal executive officer (“PEO”) and other named executive officers (“NEOs”) and certain indicators of our financial performance. Please note that Item 402(v) requires the amounts included in the “compensation actually paid” columns of the table below to be calculated according to a particular formula that treats the increase or decrease in the value of outstanding equity awards as amounts “actually paid” to the NEO, regardless of whether the NEO realized any gain from such fluctuation in equity value. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  48. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions)(7) | Revenue (millions)(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $25,516,876 | $39,480,848 | $5,932,374 | $6,545,806 | $23.80 | $193.90 | $(288.7) | $389.1 | | 2024 | $24,764,958 | $82,190,636 | $3,514,867 | $6,928,664 | $24.36 | $170.40 | $(279.7) | $310.6 | | 2023 | $31,712,200 | $49,955,502 | $16,224,783 | $14,368,424 | $19.27 | $123.97 | $(268.8) | $266.8 | | 2022 | $26,865,979 | $(488,891,227) | $17,608,679 | $(8,285,912) | $18.37 | $114.70 | $(192.1) | $252.8 | | 2021 | $29,797,431 | $839,062,199 | $5,356,345 | $43,728,783 | $71.64 | $112.57 | $(55.7) | $183.2 |

  49. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Siebel (our Chief Executive Officer since 2011) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the section entitled “Executive Compensation – Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Siebel, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Siebel during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Siebel’s total compensation for each year to determine the compensation actually paid (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):

  50. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $25,516,876 | $(23,012,029) | $36,976,001 | $39,480,848 |

  51. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year. Adjustments for dividend payments are not covered, as the Company does not pay dividends on equity awards. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  52. Pay Versus Performance

    | Fiscal Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End | Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2025 | $23,889,599 | $(2,117,809) | $1,000,000 | $14,204,212 | $— | $36,976,001 |

  53. Pay Versus Performance

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Siebel, who has served as our Chief Executive Officer since 2011) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Siebel) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Edward Abbo, Hitesh Lath and Merel Witteveen; (ii) for 2024, Edward Abbo, Juho Parkkinen, Houman Behzadi, Hitesh Lath and Guy Wanger; (iii) for 2023, Edward Abbo, Juho Parkkinen, Houman Behzadi and Richard Lutton; (iv) for 2022, David Barter, Edward Abbo, Juho Parkkinen, Houman Behzadi, Richard Lutton and Adeel Manzoor; and (v) for 2021, David Barter and Edward Abbo. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Siebel), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Siebel) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Siebel) for each year to determine the compensation actually paid, using the same methodology described above in Note 2 (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):

  54. Pay Versus Performance

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $5,932,374 | $(5,044,924) | $5,658,356 | $6,545,806 |

  55. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows (adjustments for dividend payments are not covered, as the Company does not pay dividends on equity awards):

  56. Pay Versus Performance

    | Fiscal Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End | Average Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Average Equity Award Adjustments | | 2025 | $4,585,945 | $(306,093) | $302,441 | $1,076,064 | $— | $5,658,356 |

  57. Pay Versus Performance

    (5) Represents the total stockholder return (“TSR”) of a $100 investment in our stock as of December 9, 2020, the date that our Class A common stock began trading on the NYSE, valued again on each of April 30, 2021, 2022, 2023, 2024 and 2025. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The initial public offering price of our Class A common stock was $42.00 per share (the disclosure of the Company’s initial public offering price in this footnote is supplemental disclosure that is not required by Item 402(v) of Regulation S-K). (6) Represents the TSR of the S&P 500 Information Technology Index based on a $100 investment as of December 9, 2020, valued again on each of April 30, 2021, 2022, 2023, 2024, and 2025. (7) The dollar amounts reported represent the amount of net income (loss) reflected in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the fiscal years. (8) Reflects “revenue” for each fiscal year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the fiscal years. Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: •Net income •Revenue •Stock Price •TSR

  58. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company performance measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to Mr. Siebel and the average compensation actually paid to our other NEOs, on the one hand, to our cumulative TSR measured over the period commencing on December 9, 2020 (which is the date our Class A common stock commenced trading on the NYSE) and ending on April 30, 2025 (which is the last day of our last completed fiscal year), on the other. Compensation Actually Paid and Net Income (Loss) The following graph shows the relationship between the compensation actually paid to Mr. Siebel and the average compensation actually paid to our other NEOs, and our annual net income (loss) for each of the periods presented in the Pay Versus Performance table. Compensation Actually Paid and Revenue The following graph shows the relationship between the compensation actually paid to Mr. Siebel and the average compensation actually paid to our other NEOs, and our annual revenue for each of the periods presented in the Pay Versus Performance table. Cumulative TSR of the Company and Cumulative TSR of the Peer Group The chart below shows the relationship between our cumulative TSR for the period commencing on December 9, 2020 (which is the date our Class A common stock commenced trading on the NYSE) and ending on April 30, 2025 (which is the last day of our last completed fiscal year) and the cumulative TSR of the companies comprising the S&P 500 Information Technology Index for the same period. All of the information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  59. CEO PAY RATIO

    CEO PAY RATIO As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our Chairman and Chief Executive Officer, Thomas M. Siebel: For our fiscal year ended April 30, 2025: •The median of the annual total compensation of our employees (other than our Chief Executive Officer) was $216,478; •The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this proxy statement, was $25,516,876; and •The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 118 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. There has been no change in our employee population or employee compensation arrangements since our fiscal year ended April 30, 2023 that we reasonably believe would result in a significant change to our pay ratio disclosure. Therefore, we have elected to use the same median employee that was identified for our fiscal year ended April 30, 2023, to calculate our fiscal year ended April 30, 2025 pay ratio, as allowed by Item 402(u) of Regulation S-K. We identified the employee with compensation at the median of the annual total compensation of all our employees for our fiscal year ended April 30, 2023, using the following methodology. •To determine our median employee in our fiscal year ended April 30, 2023, we considered the individuals, excluding our Chief Executive Officer, who were employed by us on April 30, 2023, whether employed on a full-time, part-time, seasonal or temporary basis. Thus, our employee population used to determine our median employee consisted of approximately 918 individuals. •To identify our median employee, we chose to use the actual base salary paid and actual bonus paid during the fiscal year ended April 30, 2023. •For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using a 12-month average of monthly exchange rates during the 2023 fiscal year. We did not make any cost-of-living adjustments. We then calculated the total compensation for this individual for our fiscal year ended April 30, 2025, by using the same methodology we used to calculate the amount reported for our Chief Executive Officer in the “Total” column of the Summary Compensation Table as set forth in this proxy statement. The SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices. Accordingly, the pay ratio reported by another company may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.