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☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJanuary 31, 2025 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: 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 pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, 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. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ 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 mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of February20, 2025, the registrant had outstanding129,238,730shares of Class A common stock and3,499,992shares of Class Bcommon stock. TABLE OF CONTENTS Special Note Regarding Forward-looking StatementsSelected Risks Affecting Our BusinessPart I. Financial InformationItem 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive LossCondensed Consolidated Statements of Stockholders’ EquityCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPart II. Other InformationItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks anduncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, includingstatements regarding our future results of operations or financial condition, business strategy, plans and objectives of management forfuture operations, and the benefits and timing of the rollout of new technology, are forward-looking statements. In some cases, you canidentify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,”“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative ofthese words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerningthe following: •our expectations regarding our revenue, expenses, and other operating results, including statements relating to the portionof our remaining performance obligations that we expect to be recognized as revenue in future periods;•our ability to acquire new customers and successfully retain existing customers;•our ability to increase usage of our C3 AI Software, which includes our C3 AI Platform, C3 AI Applications and C3Generative AI;•our ability to achieve or sustain profitability;•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capitalrequirements;•the costs and success of our sales and marketing efforts, and our ability to promote ou