0001577526 2026-06-23 2026-06-23 0001577526 1 2026-06-23 2026-06-23 0001577526 2 2026-06-23 2026-06-23 shares iso4217:USD pure 0001577526 EX-FILING FEES 10360509 10.12 1480072 8.61 S-8 S-8 C3.ai, Inc. false Equity Class A common stock, par value $0.001 per share, C3.ai, Inc. 2020 Equity Incentive Plan true 10360509 10.12 104848351.08 0.0001381 14479.56 false Equity Class A common stock, par value $0.001 per share, C3.ai, Inc. 2020 Employee Stock Purchase Plan true 1480072 8.61 12743419.92 0.0001381 1759.87 117591771 16239.43 0 0 16239.43 <span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10.5pt">Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of C3.ai, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock, as applicable. The amount registered represents an automatic annual increase on May 1, 2026 in the number of shares reserved for future issuance pursuant to the 2020 Plan in an amount equal to 7% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on April 30, 2026. The proposed maximum offering price per unit is estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange (“NYSE”) on June 22, 2026. </span><div style="margin-bottom:6pt;margin-top:6pt;padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">2.</span><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:10.5pt">Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock that become issuable under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock, as applicable. The amount registered represents an automatic annual increase on May 1, 2026 in the number of shares reserved for future issuance pursuant to the 2020 ESPP in an amount equal to 1% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on April 30, 2026. The proposed maximum offering price per unit is estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the NYSE on June 22, 2026, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2020 ESPP.</span></div> Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of C3.ai, Inc. (the “Registrant”) that become issuable under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common stock, as applicable. The amount registered represents an automatic annual increase on May 1, 2026 in the number of shares reserved for future issuance pursuant to the 2020 Plan in an amount equal to 7% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on April 30, 2026. The proposed maximum offering price per unit is estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange (“NYSE”) on June 22, 2026.