2024 Q4 - Annual Report

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to__________ Commission File Number: 001-39744 C3.ai, Inc.(Exact name of registrant as specified in its charter) 26-3999357 Delaware (State or other jurisdiction of incorporationor organization) (I.R.S. Employer Identification No.) 1400 Seaport BlvdRedwood City, CA(Address of principal executive offices) 94063 (Zip code) Registrant's telephone number, including area code: (650) 503-2200 Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the registrant on October 31, 2023 (the last business day of theregistrant’s fiscal second quarter), based on the closing price of $24.40 for shares of the registrant’s Class A common stock as reported bythe New York Stock Exchange, was approximately $1.7 billion. As of June 12, 2024, the registrant had outstanding 121,317,784 shares of Class A common stock and 3,499,992 shares of Class Bcommon stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders (the “2024 Proxy Statement”)are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filedwith the U.S. Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended April30, 2024. TABLE OF CONTENTS Special Note Regarding Forward-Looking StatementsSelected Risks Affecting Our Business Part I. Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item 6.[Reserved]64Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations65Item 7A.Quantitative and Qualitative Disclosures About Market Risk85Item 8.Financial Statements and Supplementary Data86Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Discl