Item 2.02 Results of Operations and Financial Condition. On June 3, 2026, C3.ai, Inc. (the “ Company ”) issued a press release announcing its financial results for the fiscal fourth quarter and the full fiscal year ended April 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
AI C3.ai, Inc. - 8-K
Accession
0001577526-26-0000562.029.01
Item 2.02 - Results of Operations and Financial Condition
Earnings press release attached as Exhibit 99.1.
Exhibit 99.1 - press release (3,281 words)
EX-99.1 2 ex991-fy26xq4earnings.htm EX-99.1 C3 AI Announces Fiscal Fourth Quarter and Full Fiscal Year 2026 Results Thomas M. Siebel Resumes Role of Chief Executive Officer REDWOOD CITY, Calif . — June 3, 2026 — C3.ai, Inc. (“C3 AI,” “C3,” or the “Company”) (NYSE: AI), the Enterprise AI application software company, today announced financial results for its fiscal fourth quarter and full fiscal year ended April 30, 2026. “We have a well-defined strategy, a restructured organization, new executive leadership, and a detailed execution plan now in place with the singular focus of increasing shareholder value through topline revenue growth, cash generation, and non-GAAP profitability. Game on,” said Thomas M. Siebel, Chairman and Chief Executive Officer, C3 AI. Fiscal Fourth Quarter 2026 Financial Highlights: • Total Revenue was $51.6 million. • Subscription Revenue was $48.4 million. Subscription revenue constituted 94% of total revenue. • Subscription and Prioritized Engineering Services Revenue Combined was $50.5 million, constituting 98% of total revenue. • GAAP gross profit was $11.3 million, representing a 22% gross margin. Non-GAAP gross profit was $19.3 million, representing a 37% non-GAAP gross margin. • GAAP net loss per share was $(0.79). Non-GAAP net loss per share was $(0.33). • Cash, cash equivalents, and marketable securities was $575.4 million. Full Fiscal Year 2026 Financial Highlights: • Total Revenue was $250.3 million. • Subscription Revenue was $227.1 million. Subscription revenue constituted 91% of total revenue. • Subscription and Prioritized Engineering Services Revenue Combined was $245.1 million, constituting 98% of total revenue. • Gross Profit: GAAP gross profit was $77.4 million, representing 31% gross margin. Non-GAAP gross profit was $116.2 million, representing a 46% non-GAAP gross margin. • Net Loss per Share: GAAP net loss per share was $(3.35). Non-GAAP net loss per share was $(1.35). “The sales performance over recent quarters has been entirely unacceptable, to the point of surreal,” Siebel continued. “We are here to fix it.” Cash Balance The Company also announced that its cash, cash equivalents, and marketable securities balance as of June 3, 2026 was $673 million. This includes the proceeds from Mr. Siebel’s purchase of 6.17 million shares of C3 AI stock at a price of $11.16 per share. Financial Outlook: The Company’s guidance includes GAAP and non-GAAP financial measures. The following table summarizes C3 AI’s guidance for the first quarter of fiscal 2027 and full-year fiscal 2027: (in millions) First Quarter Fiscal 2027 Guidance Full Year Fiscal 2027 Guidance Total revenue $50.0 - $54.0 $210.0 - $240.0 Non-GAAP loss from operations $(40.5) - $(48.5) $(128.0) - $(160.0) A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. Stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. We have provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for our historical non-GAAP results included in this press release. Our fiscal year ends April 30, and numbers are rounded for presentation purposes. Conference Call Details What: C3 AI Fiscal Fourth Quarter and Fiscal Year 2026 Earnings Call When: Wednesday, June 3, 2026 Time: 2:00 p.m. PT / 5:00 p.m. ET Participant Registration: https://register-conf.media-server.com/register/BI0e0b9c57fb3c40dfadcec96101df5606 (live) Webcast: https://edge.media-server.com/mmc/p/5jvywhah/ (live and replay) Investor Presentation Details An investor presentation providing additional information and analysis can be found at our investor relations page at ir.c3.ai . Statement Regarding Use of Non-GAAP Financial Measures The Company reports the following non-GAAP financial measures, which have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. • Non-GAAP gross profit, non-GAAP gross margin, non-GAAP loss from operations, and non-GAAP net loss per share. Our non-GAAP gross profit, non-GAAP gross margin, non-GAAP loss from operations, and non-GAAP net loss per share exclude the effect of restructuring expenses, stock-based compensation expense-related charges and employer payroll tax expense related to employee stock-based compensation. We believe the presentation of operating results that exclude these non-cash items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods. • Free cash flow . We believe free cash flow, a non-GAAP financial measure, is useful in evaluating liquidity and provides information to management and investors about our ability to fund future operating needs and strategic initiatives. We calculate free cash flow as net cash used in operating activities less purchases of property and equipment and capitalized software development costs. This non-GAAP financial measure may be different than similarly titled measures used by other companies. Additionally, the utility of free cash flow is further limited as it does not represent the total increase or decrease in our cash balances for a given period. We use these non-GAAP financial measures internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP financial measures. Other Information Professional Services Revenue Our professional services revenue includes service fees and prioritized engineering services. Service fees include revenue from services such as consulting, training, and paid implementation services. Prioritized engineering services are undertaken when a customer requests that we accelerate the design, development, and delivery of software features and functions that are planned in our future product roadmap. When we agree to this, we negotiate an agreed upon fee to accelerate the development of the software. When the software feature is delivered, it becomes integrated to our core product offering, is available to all subscribers of the underlying software product, and enhances the operation of that product going forward. Such prioritized engineering services result in production-level computer software – compiled code that enhances the functionality of our production products – which is available for our customers to use over the life of their software licenses. Per Accounting Standards Codification (ASC) 606, Prioritized engineering services revenue is recognized as professional services over the period in which the software development is completed. Total professional services revenue consists of: Three Months Ended April 30, Fiscal Year Ended April 30, 2026 2025 2026 2025 (in thousands) (in thousands) Prioritized engineering services $ 2,141 $ 17,024 $ 18,034 $ 43,032 Service fees 1,075 4,366 5,144 18,394 Total professional services revenue $ 3,216 $ 21,390 $ 23,178 $ 61,426 Use of Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding our restructuring plan, execution plan, and anticipated cost savings in connection therewith, our financial outlook for the first quarter of fiscal 2027 and full 2027 fiscal year, our ability to accelerate going forward, our ability to increase shareholder value through topline revenue growth, cash generation, and non-GAAP profitability, our sales and customer opportunity pipeline, the impact of our adoption of agentic artificial intelligence tools, the return of Tom Siebel as our Chief Executive Officer, the expected benefits of our offerings, and our business strategies, plans, and objectives for future operations. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks and uncertainties, including our history of losses and ability to achieve and maintain profitability in the future, our historic dependence on a limited number of existing customers that account for a substantial portion of our revenue, our ability to attract new customers and retain existing customers, the ability of our restructured global sales and services organization to achieve desired productivity levels in a reasonable period of time, the impact of return of Tom Siebel as our Chief Executive Officer our ability to retain key members of our senior management, market awareness and acceptance of enterprise AI solutions in general and our products in particular, the length and unpredictability of our sales cycles and the time and expense required for our sales efforts. Some of these risks are described in greater detail in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, our Quarterly Report on Form 10-Q for the fiscal quarters ended July 31, 2025, October 31, 2025, January 31, 2026, and other filings and reports we make with the Securities and Exchange Commission from time to time, including, when available, our Annual Report on Form 10-K that will be filed for the fiscal year ended April 30, 2026, although new and unanticipated risks may arise. The future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Except to the extent required by law, we do not undertake to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations. About C3.ai, Inc. C3.ai, Inc. (NYSE:AI) is the Enterprise AI application software company. C3 AI delivers a family of fully integrated products including the C3 Agentic AI Platform, an end-to-end platform for developing, deploying, and operating enterprise AI applications, C3 AI applications, a portfolio of industry-specific SaaS enterprise AI applications that enable the digital transformation of organizations globally, and C3 Generative AI, a suite of domain-specific generative AI offerings for the enterprise. Investor Contact [email protected] C3 AI Public Relations Axicom Mindy Nelson 830-214-4823 [email protected] C3.AI, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended April 30, Fiscal Year Ended April 30, 2026 2025 2026 2025 Revenue Subscription $ 48,384 $ 87,333 $ 227,090 $ 327,630 Professional services 3,216 21,390 23,178 61,426 Total revenue 51,600 108,723 250,268 389,056 Cost of revenue Subscription 39,162 37,712 166,291 143,841 Professional services 1,115 3,501 6,595 9,352 Total cost of revenue 40,277 41,213 172,886 153,193 Gross profit 11,323 67,510 77,382 235,863 Operating expenses Sales and marketing 49,342 70,690 237,369 239,659 Research and development 47,261 58,393 229,087 226,391 General and administrative 25,050 27,392 98,596 94,237 Restructuring 10,828 — 10,828 — Total operating expenses 132,481 156,475 575,880 560,287 Loss from operations (121,158) (88,965) (498,498) (324,424) Interest income 5,989 7,949 28,447 36,189 Other (expense) income, net (290) 1,425 504 509 Loss before provision for income taxes (115,459) (79,591) (469,547) (287,726) Provision for income taxes 111 111 822 976 Net loss $ (115,570) $ (79,702) $ (470,369) $ (288,702) Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (0.79) $ (0.60) $ (3.35) $ (2.24) Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 146,224 133,233 140,513 129,089 C3.AI, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except for share and per share data) (Unaudited) April 30, 2026 April 30, 2025 Assets Current assets Cash and cash equivalents $ 66,197 $ 164,358 Marketable securities 509,252 578,330 Accounts receivable, net of allowance of $1,065 and $877 as of April 30, 2026 and April 30, 2025, respectively 100,548 137,226 Prepaid expenses and other current assets 31,965 24,338 Total current assets 707,962 904,252 Property and equipment, net 66,904 79,298 Goodwill 625 625 Other assets, non-current 40,782 41,707 Total assets $ 816,273 $ 1,025,882 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 5,509 $ 15,160 Accrued compensation and employee benefits 48,560 53,868 Deferred revenue, current 34,861 36,561 Accrued and other current liabilities 17,641 26,295 Total current liabilities 106,571 131,884 Deferred revenue, non-current 1,560 — Other long-term liabilities 54,391 55,695 Total liabilities 162,522 187,579 Commitments and contingencies Stockholders’ equity Class A common stock 145 130 Class B common stock 3 3 Additional paid-in capital 2,502,657 2,216,284 Accumulated other comprehensive (loss) income (50) 521 Accumulated deficit (1,849,004) (1,378,635) Total stockholders’ equity 653,751 838,303 Total liabilities and stockholders’ equity $ 816,273 $ 1,025,882 C3.AI, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Fiscal Year Ended April 30, 2026 2025 Cash flows from operating activities: Net loss $ (470,369) $ (288,702) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 13,554 12,607 Non-cash operating lease cost 370 358 Stock-based compensation expense 263,715 230,988 Non-cash restructuring expense 5,636 — Accretion of discounts on marketable securities (8,484) (13,459) Other 520 2,800 Changes in operating assets and liabilities Accounts receivable 36,490 (9,120) Prepaid expenses, other current assets and other assets (7,799) 1,909 Accounts payable (9,443) 3,635 Accrued compensation and employee benefits (4,444) 8,705 Operating lease liabilities (1,443) 450 Other liabilities (8,391) 10,823 Deferred revenue (140) (2,401) Net cash used in operating activities (190,228) (41,407) Cash flows from investing activities: Purchases of property and equipment (1,908) (3,039) Purchases of marketable securities (540,640) (647,015) Maturities and sales of marketable securities 617,632 666,450 Net cash provided by investing activities 75,084 16,396 Cash flows from financing activities: Taxes paid related to net share settlement of equity awards — (9,079) Proceeds from issuance of Class A common stock under employee stock purchase plan 9,290 10,879 Proceeds from exercise of Class A common stock options 7,693 20,423 Net cash provided by financing activities 16,983 22,223 Net decrease in cash, cash equivalents and restricted cash (98,161) (2,788) Cash, cash equivalents and restricted cash at beginning of period 176,924 179,712 Cash, cash equivalents and restricted cash at end of period $ 78,763 $ 176,924 Cash and cash equivalents $ 66,197 $ 164,358 Restricted cash included in other assets, non-current 12,566 12,566 Total cash, cash equivalents and restricted cash $ 78,763 $ 176,924 Supplemental disclosure of cash flow information—cash paid for income taxes $ 985 $ 920 Supplemental disclosures of non-cash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued liabilities $ 153 $ 311 Right-of-use assets obtained in exchange for lease obligations (including remeasurement of right-of-use assets and lease liabilities due to changes in the timing of receipt of lease incentives) $ (166) $ 1,016 Vesting of early exercised stock options $ 6 $ 195 C3.AI, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except percentages) (Unaudited) Three Months Ended April 30, Fiscal Year Ended April 30, 2026 2025 2026 2025 Reconciliation of GAAP gross profit to non-GAAP gross profit: Gross profit on a GAAP basis $ 11,323 $ 67,510 $ 77,382 $ 235,863 Stock-based compensation expense (1) 7,631 7,437 37,513 33,660 Employer payroll tax expense related to employee stock-based compensation (2) 313 228 1,283 1,111 Gross profit on a non-GAAP basis $ 19,267 $ 75,175 $ 116,178 $ 270,634 Gross margin on a GAAP basis 22% 62% 31% 61% Gross margin on a non-GAAP basis 37% 69% 46% 70% Reconciliation of GAAP loss from operations to non-GAAP loss from operations: Loss from operations on a GAAP basis $ (121,158) $ (88,965) $ (498,498) $ (324,424) Stock-based compensation expense (1) 54,187 56,615 263,715 230,988 Employer payroll tax expense related to employee stock-based compensation (2) 1,785 1,185 6,145 5,336 Restructuring (3) 10,828 — 10,828 — Loss from operations on a non-GAAP basis $ (54,358) $ (31,165) $ (217,810) $ (88,100) Reconciliation of GAAP net loss per share to non-GAAP net loss per share: Net loss on a GAAP basis $ (115,570) $ (79,702) $ (470,369) $ (288,702) Stock-based compensation expense (1) 54,187 56,615 263,715 230,988 Employer payroll tax expense related to employee stock-based compensation (2) 1,785 1,185 6,145 5,336 Restructuring (3) 10,828 — 10,828 — Net loss on a non-GAAP basis $ (48,770) $ (21,902) $ (189,681) $ (52,378) GAAP net loss per share attributable to Class A and Class B common shareholders, basic and diluted $ (0.79) $ (0.60) $ (3.35) $ (2.24) Non-GAAP net loss per share attributable to Class A and Class B common shareholders, basic and diluted $ (0.33) $ (0.16) $ (1.35) $ (0.41) Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 146,224 133,233 140,513 129,089 (1) Stock-based compensation expense for gross profits and gross margin includes costs of subscription and cost of professional services as follows. Stock-based compensation expense for loss from operations includes total stock-based compensation expense as follows: Three Months Ended April 30, Fiscal Year Ended April 30, 2026 2025 2026 2025 Cost of subscription $ 7,244 $ 6,396 $ 35,616 $ 30,480 Cost of professional services 387 1,041 1,897 3,180 Sales and marketing 14,953 22,465 95,531 83,960 Research and development 18,266 15,303 79,221 71,629 General and administrative 13,337 11,410 51,450 41,739 Total stock-based compensation expense $ 54,187 $ 56,615 $ 263,715 $ 230,988 (2) Employer payroll tax expense related to employee stock-based compensation for gross profits and gross margin includes costs of subscription and cost of professional services as follows. Employer payroll tax expense related to employee stock-based compensation for loss from operations includes total employer payroll tax expense related to employee stock-based compensation as follows: Three Months Ended April 30, Fiscal Year Ended April 30, 2026 2025 2026 2025 Cost of subscription $ 300 $ 202 $ 1,222 $ 1,020 Cost of professional services 13 26 61 91 Sales and marketing 660 410 2,248 1,946 Research and development 530 375 1,841 1,548 General and administrative 282 172 773 731 Total employer payroll tax expense $ 1,785 $ 1,185 $ 6,145 $ 5,336 (3) Non-GAAP Loss from Operations exclude approximately $10.8 million of pre-tax restructuring expenses related to the restructuring plan announced last quarter. Restructuring expenses primarily include $5.2 million of severance and related employee terminations costs, payments under the Worker Adjustment and Retraining Notification (“WARN”) Act, and other benefits for terminated employees, and $4.8 million of stock-based compensation expense. Reconciliation of free cash flow to the GAAP measure of net cash (used in) provided by operating activities: The following table below provides a reconciliation of free cash flow to the GAAP measure of net cash (used in) provided by operating activities for the periods presented: Three Months Ended April 30, Fiscal Year Ended April 30, 2026 2025 2026 2025 Net cash (used in) provided by operating activities $ (54,440) $ 11,264 $ (190,228) $ (41,407) Less: Purchases of property and equipment (323) (938) (1,908) (3,039) Free cash flow $ (54,763) $ 10,326 $ (192,136) $ (44,446) Net cash provided by investing activities $ 23,928 $ 22,938 $ 75,084 $ 16,396 Net cash provided by financing activities $ 7,862 $ 5,062 $ 16,983 $ 22,223
Item 9.01 - Financial Statements and Exhibits
36 words
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated June 3, 2026 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).