Financial Analysis

Commitments and Contingencies Non-cancellable Commitments In the normal course of business, the Company enters into non-cancellable purchase commitments with various parties. As of April 30, 2026, the Company had remaining purchase commitments of $379.8 million related to cloud hosting and associated services and $61.6 million related to professional services due over the next one to four years. The Company incurred costs totaling $104.6 million, $117.1 million, and $43.1 million during the fiscal years ended April 30, 2026, 2025, and 2024 respectively, under these arrangements. Legal Proceedings Securities Litigation On March 4, 2022, a putative securities class action complaint (captioned The Reckstin Family Trust v. C3.ai, Inc. et al., 22-cv-01413-HSG) was filed in the U.S. District Court for the Northern District of California against the Company, and certain current and former officers and directors. On December 12, 2022, the court appointed a lead plaintiff and lead counsel. On February 15, 2023, the lead plaintiff and three additional named plaintiffs filed an amended complaint. The amended complaint names as defendants the Company, four current and former officers and directors, the underwriters in the Companys initial public offering (IPO), and Baker Hughes Company (Baker Hughes). The amended complaint alleged that defendants made misstatements or omissions in connection with the Companys IPO in violation of Sections 11 and 15 of the Securities Act of 1933 and betwee …

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Total professional services revenue comprised of (in thousands): Fiscal Year Ended April 30, 2026 2025 2024 Prioritized engineering services $ 18,034 $ 43,032 $ 25,972 Service fees 5,144 18,394 6,506 Total professional services revenue $ 23,178 $ 61,426 $ 32,478

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Stock-Based Compensation On November 27, 2020, the Companys 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. As of April 30, 2026, the number of shares of Class A common stock available for issuance was 5,276,035 under the 2020 Incentive Plan. 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, 2024 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 Companys Class A common stock and Class B common stock outstanding on April 30, 2025. In September 2025, the Companys 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 C …

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Fair Value Measurements The Companys financial instruments consist primarily of cash equivalents, restricted cash, available-for-sale marketable securities, accounts receivable, and accounts payable. Cash equivalents and available-for-sale marketable securities are reported at their respective fair values on the consolidated balance sheets. The remaining financial instruments are reported on the consolidated balance sheets at amounts that approximate current fair values. The following table summarizes the types of assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): As of April 30, 2026 As of April 30, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 52,715 $ $ $ 52,715 $ 87,872 $ $ $ 87,872 Commercial paper 29,122 29,122 Corporate debt securities 1,015 1,015 Available-for-sale marketable securities: U.S. treasury securities 15,482 15,482 Certificates of deposit 92,112 92,112 76,518 76,518 U.S. government agencies securities 69,691 69,691 57,138 57,138 Commercial paper 103,824 103,824 113,787 113,787 Corporate debt securities 243,625 243,625 315,405 315,405 Total cash equivalents and available-for-sale marketable securities $ 52,715 $ 509,252 $ $ 561,967 $ 87,872 $ 608,467 $ $ 696,339 The estimated fair value of securities classified as Level 2 financial instruments was determined based on third-party pricing services. The pricing services utilize industry standard va …

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Income Taxes The components of the Companys net loss before provision for income taxes for the fiscal years ended April 30, 2026, 2025 and 2024 were as follows (in thousands): Fiscal Year Ended April 30, 2026 2025 2024 Domestic $ (473,506) $ (291,153) $ (282,036) Foreign 3,959 3,427 3,132 Net loss before provision for income taxes $ (469,547) $ (287,726) $ (278,904) The components of the Companys provision for income taxes for the fiscal years ended April 30, 2026, 2025 and 2024 were as follows (in thousands): Fiscal Year Ended April 30, 2026 2025 2024 Current expense Federal $ $ $ State 30 273 293 Foreign 792 670 499 Total 822 943 792 Deferred expense Federal State Foreign 33 Total 33 Total provision for income taxes $ 822 $ 976 $ 792 The Company adopted ASU 2023-09, Income Taxes - Improvement to Income Tax Disclosures, for the annual disclosures for the fiscal year ended April 30, 2026 on a prospective basis. Comparative financial information for prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods. The reconciliation of U.S. federal statutory rate to the Companys effective tax rate was follows (in thousands): Fiscal Year Ended April 30, 2026 Amount Percent Expected benefit at federal statutory rate $ (98,605) 21.00 % State tax expensenet of federal benefit 30 (0.01) Impact of foreign operations (169) 0.04 Federal research and development credit (4,042) 0.86 Change in valuation allowance 70,323 (14.98) S …

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Leases The Company leases its facilities for office space under non-cancellable operating leases with various expiration dates through the fiscal year ending April 30, 2033. Certain lease agreements include options to renew or terminate the applicable lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. OnAugust25,2021, the Company entered into a new lease to acquire approximately 283,015 square feet of office space in several phases in Redwood City, California. The lease commencement date was determined as the date when the landlord delivered the leased space to the Company. Accordingly, the first two phases of the lease commenced in the quarter ended January 31, 2022, the third phase of the lease commenced in the quarter ended October 31, 2022, the fourth phase of the lease commenced in the quarter ended April 30, 2023, the fifth phase of the lease commenced in the quarter ended July 31, 2023, the sixth phase of the lease commenced in the quarter ended January 31, 2024, and the seventh and final phase of the lease commenced in the quarter ended July 31, 2024. The components of total lease costs, including variable lease costs, for the fiscal years ended April 30, 2026, 2025 and 2024 were as follows (in thousands): Fiscal Year Ended April 30, Lease Costs 2026 2025 2024 Operating lease costs $ 5,584 $ 5,555 $ 4,995 Short term lease costs 1,604 1,691 1,537 Variable lease costs 5,031 4,623 3,959 Subleas …

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Accounting Standards Recently Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (ASU 2023-09) to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid by jurisdiction. This guidance is effective for the Company for its fourth quarter of fiscal 2026 on a prospective basis, though early adoption is permitted. The Company adopted this guidance in its consolidated financial statements for the fiscal year ended April 30, 2026 on a prospective basis. While the adoption did not have impact on the Companys consolidated financial results, it resulted in additional disclosures in the accompanying notes. See Note 10, Income Taxes, for further details. Recently Issued Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220) Disaggregation of Income Statement Expenses (ASU 2024-03), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. The Company is required to adopt the guidance in the fourth quarter of fiscal 2028, though early adoption permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instrume …

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Related Party Transactions Revenue Transactions with Baker Hughes Company In June 2019, the Company entered into multiple agreements with Baker Hughes under which Baker Hughes received a three-year subscription to use the Companys software. This arrangement was revised in June 2020 to extend the term to five years and modify the subscription fees due. Under the agreements as revised in June 2020, Baker Hughes made minimum, non-cancellable revenue commitments, inclusive of their direct subscription fees and third party revenue generated through a joint marketing arrangement with Baker Hughes in the amount of $46.7 million in fiscal year 2020, $53.3 million in fiscal year ending April 30, 2021, $75.0 million in the fiscal year ending April 30, 2022, $125.0 million in fiscal year ending April 30, 2023, and $150.0 million in fiscal year ending April 30, 2024. The Company also agreed to pay Baker Hughes a sales commission on subscriptions and services offerings it resold in excess of the minimum revenue commitments. The Company and Baker Hughes again revised this arrangement in October 2021 to extend the term by an additional year, for a total of six years, with an expiration date in the fiscal year ending April 30, 2025, to modify the amount of Baker Hughes annual commitments to $85.0 million in fiscal year 2023, $110.0 million in fiscal year 2024, and $125.0 million in fiscal year 2025, and to revise the structure of the arrangement to simplify the sales process for Baker Hughes …

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Restructuring On February 24, 2026, the Company's Board of Directors approved a restructuring plan (the Plan) intended to improve operating efficiency and reposition the Company for long-term success. The Plan includes (i) a target reduction of approximately 26% of the Company's global workforce, representing approximately 280 full-time employees, which was completed during the fourth quarter of fiscal year 2026, and (ii) a target reduction of approximately 30% in annualized vendor-related costs through contract termination and rationalization actions, which is expected to be completed by approximately the second quarter of fiscal year 2027. The Company recognized restructuring charges of $10.8 million during the fiscal year ended April 30, 2026, of which $5.2 million represented cash-based severance and related employee termination costs, all of which were paid during the fiscal year ended April 30, 2026, and $5.6 million represented non-cash charges related to stock-based compensation and write-off of property and equipment. …

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Revenue Disaggregation of Revenue The following table presents revenue by geographical region (in thousands): Fiscal Year Ended April 30, 2026 2025 2024 North America (1) $ 225,809 $ 346,217 $ 269,895 Europe, the Middle East and Africa (1) 22,015 40,748 35,809 Asia Pacific (1) 686 286 3,622 Rest of World (1) 1,758 1,805 1,256 Total revenue $ 250,268 $ 389,056 $ 310,582 __________________ (1) The United States comprised 89%, 86% and 86% of the Companys revenue in the fiscal years ended April 30, 2026, 2025 and 2024, respectively. No other country comprised 10% or greater of the Companys revenue for each of the fiscal years ended April 30, 2026, 2025 and 2024. Revenue is recognized at the time the related performance obligation is satisfied with the transfer of a promised good or service to a customer over time. For the significant majority of the Companys offerings, software and maintenance and support services are highly interdependent and interrelated and represent a single performance obligation within the context of the contract and are generally satisfied over time. Revenue from software licenses that do not require maintenance and support services is recognized when the control of the software is transferred to the customer. Revenue from such software licenses was $43.8 million, $94.2 million, and $29.6 million for the fiscal years ended April 30, 2026 , 2025 and 2024, respectively. Total professional services revenue comprised of (in thousands): Fiscal Year Ended April …

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Stockholders Equity Preferred Stock The Company has authorized 200,000,000 shares of undesignated preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of April 30, 2026, there were no shares of Preferred Stock issued or outstanding. Common Stock The Company has authorized 1,000,000,000 shares of Class A common stock and 3,500,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 50 votes. Class A and Class B common stock have a par value of $0.001 per share and are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Each share of Class B common stock will be automatically converted into one share of Class A common stock upon the earliest of the following: (i) the date that is six months following the death or incapacity of Mr. Siebel; (ii) the date that is six months following the date that Mr. Siebel is no longer providing services to t …

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Subsequent Events Executive Leadership Transition Effective May 8, 2026, Thomas M. Siebel resumed the role of Chief Executive Officer of the Company and continues to serve as Chairman of the Board of Directors. Stephen Ehikian continues as President of the Company, reporting to Mr. Siebel. Cummins Inc. Trade Secret Litigation In November 2023, the Company filed a lawsuit against Cummins Inc. in the Superior Court of the State of Delaware, alleging misappropriation of the Company's trade secrets. On May 19, 2026, a jury returned a unanimous verdict in favor of the Company, finding that Cummins had misappropriated C3 AI's trade secrets and awarding the Company $23.3 million in damages. For the year ended April 30, 2026, the Company did not recognize any amounts in its consolidated financial statements related to the jurys verdict. There can be no guarantee that the Company will be able to collect all or any portion of the damages awarded. …

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Commitments and Contingencies Non-cancellable Purchase Commitments In the normal course of business, the Company enters into non-cancellable purchase commitments with various parties. As of October 31, 2025, the Company had remaining purchase commitments of $402.1 million related to cloud hosting and associated services and $83.2 million related to professional services due over the next one to five years. The Company incurred costs totaling $21.6 million and $25.6 million during the three months ended October 31, 2025 and 2024, respectively, and $60.6 million and $44.8 million during the six months ended October 31, 2025 and 2024, respectively, under these arrangements. Leases OnAugust25,2021, the Company entered into a new lease to acquire approximately 283,015 square feet of office space in several phases in Redwood City, California. The lease commencement date was determined as the date when the landlord delivered the leased space to the Company. Accordingly, the first two phases of the lease commenced in the quarter ended January 31, 2022, the third phase of the lease commenced in the quarter ended October 31, 2022, the fourth phase of the lease commenced in the quarter ended April 30, 2023, the fifth phase of the lease commenced in the quarter ended July 31, 2023, the sixth phase of the lease commenced in the quarter ended January 31, 2024, and the seventh and final phase of the lease commenced in the quarter ended July 31, 2024. Legal Proceedings Securities Litigation …

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Total professional services revenue comprised of (in thousands): Three Months Ended October 31, Six Months Ended October 31, 2025 2024 2025 2024 Prioritized engineering services $ 3,941 $ 9,661 $ 12,604 $ 20,310 Service fees 964 3,515 2,261 6,623 Total professional services revenue $ 4,905 $ 13,176 $ 14,865 $ 26,933

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Stock-Based Compensation On November 27, 2020, the Companys 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, 2025 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 Companys Class A common stock and Class B common stock outstanding on April 30, 2025. In September 2025, the Companys 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 Companys Class A Common Stock for issuance pursuant to awards granted under the Inducement Plan. Awards under the Inducement Plan may be …

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Fair Value Measurements The Companys financial instruments consist primarily of cash equivalents, restricted cash, available-for-sale marketable securities, accounts receivable, and accounts payable. Cash equivalents and available-for-sale marketable securities are reported at their respective fair values on the condensed consolidated balance sheets. The remaining financial instruments are reported on the condensed consolidated balance sheets at amounts that approximate current fair values. The following table summarizes the types of assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): As of October 31, 2025 As of April 30, 2025 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 60,064 $ $ $ 60,064 $ 87,872 $ $ $ 87,872 Commercial paper 15,220 15,220 29,122 29,122 Corporate debt securities 239 239 1,015 1,015 Available-for-sale marketable securities: U.S. treasury securities 14,817 14,817 15,482 15,482 Certificates of deposit 71,691 71,691 76,518 76,518 U.S. government agencies securities 71,950 71,950 57,138 57,138 Commercial paper 116,181 116,181 113,787 113,787 Corporate debt securities 297,190 297,190 315,405 315,405 Total cash equivalents and available-for-sale marketable securities $ 60,064 $ 587,288 $ $ 647,352 $ 87,872 $ 608,467 $ $ 696,339 The estimated fair value of securities classified as Level 2 financial instruments was determined based on third-party pricing s …

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Income Taxes Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, adjusted for discrete items, if any, for the reporting period. The Company updates its estimate of the annual effective tax rate each quarter and makes a cumulative adjustment in such period. The Company recorded income tax expense of $0.2 million and $0.3 million for the three months ended October 31, 2025 and 2024, respectively, and $0.5 million and $0.5 million for the six months ended October 31, 2025 and 2024, respectively. Income tax expense consists primarily of income taxes in foreign jurisdictions in which the Company conducts business. Due to the Companys history of losses in the United States, a full valuation allowance on substantially all of the Companys deferred tax assets, including net operating loss carryforwards, research and development tax credits, and other book versus tax differences, was maintained. …

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"Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (ASU 2023-09) to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid. The Company is required to adopt the guidance in the fourth quarter of fiscal 2026, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220) Disaggregation of Income Statement Expenses (ASU 2024-03), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. The Company is required to adopt the guidance in the fourth quarter of fiscal 2028, though early adoption permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05) to introduce a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective beginning in the first quarter of fiscal 2027 on a …

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Related Party Transactions Sublease Arrangement On February 21, 2023, the Company entered into a sublease agreement (the Sublease) with First Virtual Group, Inc. (the Subtenant), whereby the Company agreed to sublease to the Subtenant approximately 3,130 square feet of space located in Redwood City, California (the Subleased Space). The Company previously entered into a lease (the Original Lease) with DWF IV 1400-1500 Seaport Blvd, LLC dated August 25, 2021 for approximately 283,013 square feet of office space split between two office towers, including the Subleased Space. Thomas M. Siebel, Executive Chairman of the Company, serves as Chairman of the Subtenant. The term of the Sublease commenced on February 1, 2023. The Sublease was automatically renewed on October 1, 2023 and will be automatically renewed for successive one year periods thereafter unless the Subtenant notifies the Company of its election to terminate the Sublease, up to the expiration date of the Original Lease. The monthly base rent for the Sublease is equal to the rate per square foot paid by the Company as stated in the Original Lease. The monthly base rent the Subtenant pays was approximately $8,608 through September 30, 2023, increasing annually thereafter. In addition to base rent, the Subtenant is responsible for its allocated share of costs incurred and expenditures made by the Company in the operation and management of the Subleased Space. …

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Revenue Disaggregation of Revenue The following table presents revenue by geographical region (in thousands): Three Months Ended October 31, Six Months Ended October 31, 2025 2024 2025 2024 North America (1) $ 71,813 $ 84,343 $ 136,221 $ 161,471 Europe, the Middle East and Africa (1) 2,951 9,581 8,570 18,971 Asia Pacific (1) 14 21 261 Rest of World (1) 383 400 596 848 Total revenue $ 75,147 $ 94,338 $ 145,408 $ 181,551 __________________ (1) The United States comprised 95% and 87% of the Companys revenue for the three months ended October 31, 2025 and 2024, respectively, and 93% and 87% of the Companys revenue for the six months ended October 31, 2025 and 2024, respectively. No other country comprised 10% or greater of the Companys revenue for the three and six months ended October 31, 2025 or 2024. Revenue is recognized at the time the related performance obligation is satisfied with the transfer of a promised good or service to a customer over time. For the significant majority of the Companys offerings, software and maintenance and support services are highly interdependent and interrelated and represent a single performance obligation within the context of the contract and are generally satisfied over time. Revenue from software licenses that do not require maintenance and support services is recognized when the control of the software is transferred to the customer. Revenue from such software licenses was $21.9 million and $19.2 million during the three months ended Octo …

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Stockholders Equity Preferred Stock The Company has authorized 200,000,000 shares of undesignated preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of October 31, 2025, there were no shares of Preferred Stock issued or outstanding. Common Stock The Company has authorized 1,000,000,000 shares of Class A common stock and 3,500,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 50 votes. Class A and Class B common stock have a par value of $0.001 per share and are referred to as common stock throughout the notes to the unaudited condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Each share of Class B common stock will be automatically converted into one share of Class A common stock upon the earliest of the following: (i) the date that is six months following the death or incapacity of Mr. Siebel; (ii) the date that is six months following the date that Mr. Siebel is no longer p …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing