On November 27, 2020, the Company’s board of directors adopted, and its stockholders approved, the 2020 Incentive Plan, which became effective in connection with the IPO. The 2020 Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards and other equity awards. The number of shares of Class A common stock reserved for issuance under the 2020 Incentive Plan is subject to automatic evergreen increases annually through (and including) May 1, 2030 pursuant to the terms of the 2020 Incentive Plan. There was an automatic annual increase on May 1, 2026 in the number of shares reserved for future issuance pursuant to the 2020 Incentive Plan in an amount equal to seven percent (7%) of the total number of shares of the Company’s Class A common stock and Class B common stock outstanding on April 30, 2026.

In September 2025, the Company’s board of directors adopted the C3.ai, Inc. 2025 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other stock-based awards as permitted by the Inducement Plan. The Board has reserved 5,000,000 shares of the Company’s Class A Common Stock for issuance pursuant to awards granted under the Inducement Plan. Awards under the Inducement Plan may be granted only to persons who satisfy the standards for “employment inducement awards” under Section 303A.08 of the New York Stock Exchange Listed Company Manual.

Stock options generally expire 10 years from the date of grant, or earlier if services are terminated. Generally, each stock option is subject to a vesting schedule such that one fifth of the award vests after the first-year anniversary and one-sixtieth of the award vests each month thereafter over the remaining four years, subject to continuous service.


	Options Outstanding
	Number of Stock Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Balance as of April 30, 2026	32,419	$	15.44	5.32	$	—
Options granted	—	—
Options exercised	(7,879)	9.24
Options cancelled	(860)	12.53
Balance as of July 31, 2026	23,680	$	17.60	5.42	$	—
Vested and exercisable as of July 31, 2026	16,478	$	18.17	3.92	$	—
Vested and expected to vest as of July 31, 2026	23,681	$	17.60	5.42	$	—

No stock options were granted during the three months ended July 31, 2026. The grant-date fair value of options granted during the three months ended July 31, 2025 was estimated on the date of grant using the Black-Scholes-Merton option pricing model. The assumptions underlying the fair value estimation are provided in the following table:

The time-based RSUs are typically subject to service-based vesting conditions satisfied over five years with one-fifth of the award vesting after the first-year anniversary and one-twentieth of the award vesting quarterly thereafter. The related stock-based compensation is recognized on a straight-line basis over the requisite service period.

In July 2022, the compensation committee of the board of directors (the “Compensation Committee”) approved the grant of a maximum of 1,700,000 performance-based restricted stock units (the “PRSU Award”) to the CEO pursuant to the 2020 Incentive Plan, subject to and conditioned upon the subsequent determination by the board of directors of performance metrics upon the achievement of which the PRSU Award would vest. In August 2022, the board of directors approved performance metrics in concept, subject to further action by the Compensation Committee. In December 2022, the Compensation Committee: (a) determined and approved the performance metrics, which are based on the achievement of certain total shareholder return results, as measured against certain stock price hurdles (the “Market Condition”); and (b) extended the vesting period of the PRSU Award through December 31, 2027. As an additional condition to vesting of each tranche of the PRSU Award, Mr. Siebel must remain in continuous service to the Company through a minimum service date that applies to such tranche or, if later, the date the applicable performance metric is achieved (the “Service Condition”). The grant date of the PRSU Award was established in December 2022.

Stock-based compensation expense associated with the PRSU Award will be recognized over the longer of the expected achievement period for the Market Condition or the Service Condition. For the three months ended July 31, 2026, the Company recorded stock-based compensation expense of $0.3 million related to the PRSU Award.


	RSUs Outstanding
	Number of RSUs	Weighted Average Grant Date Fair Value Per Share
	(in thousands)
Unvested Balance as of April 30, 2026	19,414	$	21.91
RSUs granted	11,002	9.28
RSUs vested	(3,918)	16.55
RSUs forfeited	(3,815)	20.45
Unvested Balance as of July 31, 2026	22,683	$	16.96

In fiscal year 2026 and 2025, the Compensation Committee approved the payment of fiscal year 2026 and 2025 bonuses, respectively, under the Company’s annual bonus program in the form of fully vested RSUs covering shares of Class A common stock to employees. The Company issued 1,877,140 and 909,764 shares of Class A common stock pursuant to this program in the three months ended July 31, 2026 and 2025, respectively.

During the three months ended July 31, 2026 and 2025, the Company recognized $0.4 million and $2.0 million, respectively, of stock-based compensation expense related to the 2020 ESPP. As of July 31, 2026, there was $4.1 million of unrecognized stock-based compensation expense that is expected to be recognized over the remaining term of the respective offering periods.


	Three Months Ended July 31,
	2026		2025
Cost of subscription	$	8,524	$	8,622
Cost of professional services	264		668
Sales and marketing	17,592		24,181
Research and development	20,037		19,323
General and administrative	12,816		11,981
Total stock-based compensation expense	$	59,233	$	64,775

The Company records stock-based compensation associated with the Company’s annual bonus program and retention bonus program for certain employees, which may be paid out in fully vested RSUs that are settled in shares of Class A common stock. During the three months ended July 31, 2026, the Company recognized $16.8 million of stock-based compensation expense associated with these programs. As of July 31, 2026, $31.6 million was reflected under accrued compensation and employee benefits in the consolidated balance sheets. Upon settlement, this amount will be reflected under common stock and additional paid-in capital in the condensed consolidated statements of stockholders’ equity.