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Stock-Based Compensation | 12 Months Ended
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Apr. 30, 2026
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation 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. 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 Company’s Class A common stock and Class B common stock outstanding on April 30, 2025. 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. As of April 30, 2026, a total of 2,576,959 shares of common stock remained available for issuance under the Inducement Plan. Stock Options Stock options generally expire 10 years from the date of grant, or earlier if services are terminated. Generally, each stock option for common stock 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. A summary of the Company’s option activity during the periods indicated was as follows:
| 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, 2024 | 31,328 |  |  | $ | 13.97 |  |  | 5.68 |  | $ | 268,167 |
Options granted | 1,187 |  |  | 23.43 |  |  |  |  |
Options exercised | (3,425) |  |  | 5.97 |  |  |  |  |
Options cancelled | (613) |  |  | 23.13 |  |  |  |  |
Balance as of April 30, 2025 | 28,477 |  |  | $ | 15.13 |  |  | 5.01 |  | $ | 195,923 |
Options granted | 7,034 |  |  | 12.25 |  |  |  |  |
Options exercised | (2,605) |  |  | 2.95 |  |  |  |  |
Options cancelled | (487) |  |  | 18.34 |  |  |  |  |
Balance as of April 30, 2026 | 32,419 |  |  | $ | 15.44 |  |  | 5.32 |  | $ | — |
Vested and exercisable as of April 30, 2026 | 24,067 |  |  | $ | 15.05 |  |  | 4.00 |  | $ | — |
Vested and expected to vest as of April 30, 2026 | 32,419 |  |  | $ | 15.44 |  |  | 5.32 |  | $ | — |
The weighted average grant date fair value of options granted during the fiscal years ended April 30, 2026, 2025 and 2024 was $7.85, $13.49 and $16.70, respectively. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding in-the-money options. The total intrinsic value of options exercised during the fiscal years ended April 30, 2026, 2025 and 2024 was $25.1 million, $94.1 million and $89.7 million, respectively. The total grant date fair value of options vested during the fiscal years ended April 30, 2026, 2025 and 2024 was $33.0 million, $34.7 million and $34.7 million, respectively. As of April 30, 2026 and 2025, there was $73.3 million and $56.1 million, respectively, of unrecognized compensation cost related to stock options which are expected to be recognized over an estimated weighted-average period of 2.7 years and 2.0 years, respectively. The grant-date fair value of the options issued for the fiscal years ended April 30, 2026, 2025 and 2024 are 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:
| Fiscal Year Ended April 30,
| 2026 |  | 2025 |  | 2024
Valuation assumptions: |  |  |  |  |
Expected dividend yield | — | % |  | — | % |  | — | %
Expected volatility | 68.5 - 71.0% |  | 65.5 - 66.2% |  | 62.3 - 62.3%
Expected term (years) | 5.8 - 6.5 |  | 6.0 - 6.5 |  | 6.5 - 6.5
Risk-free interest rate | 3.7 - 3.95% |  | 3.5 - 4.6% |  | 4.7 - 4.7%
Restricted Stock Units The Company’s RSUs include time-based RSUs and PRSUs. Time-based RSUs 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. For the fiscal year ended April 30, 2026, 2025 and 2024, the Company recognized stock-based compensation expense of $174.5 million, $142.2 million and $130.6 million, respectively, associated with such time-based RSUs. PRSUs 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 fiscal years ended April 30, 2026, 2025 and 2024, the Company recorded stock-based compensation expense of $1.6 million, $3.8 million and $5.4 million, respectively, related to the PRSU Award. The Company determined the grant date fair value of the PRSU Award using a Monte Carlo simulation model with the following assumptions: stock price of $12.90, risk-free interest rate of 3.7%, dividend yield of 0% and expected volatility of 51.4%. A summary of the Company’s RSU activities and related information is as follows:
| RSUs Outstanding
| Number of RSUs |  | Weighted Average Grant Date Fair Value Per Share
| (in thousands) |  |
Unvested Balance as of April 30, 2024 | 19,283 |  |  | $ | 24.26 |
RSUs granted | 14,731 |  |  | 28.43 |
RSUs vested | (6,478) |  |  | 27.39 |
RSUs forfeited | (3,762) |  |  | 27.33 |
Unvested Balance as of April 30, 2025 | 23,774 |  |  | $ | 25.99 |
RSUs granted | 17,830 |  |  | 18.96 |
RSUs vested | (10,561) |  |  | 22.87 |
RSUs forfeited | (11,629) |  |  | 24.87 |
Unvested Balance as of April 30, 2026 | 19,414 |  |  | $ | 21.91 |
As of April 30, 2026 and 2025, there was $383.7 million and $562.9 million, respectively, of unrecognized stock-based compensation expense related to outstanding RSUs granted to employees that is expected to be recognized over a weighted-average period of 3.3 years and 3.7 years, respectively. In fiscal year 2026 and 2025, the Compensation Committee approved the payment of fiscal year 2025 and 2024 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 951,779 and 751,927 shares of Class A common stock pursuant to this program during the fiscal years ended April 30, 2026 and 2025, respectively. Shares issued in settlement of fully vested RSUs granted under this bonus program were issued from the 2020 Incentive Plan and reduced the shares available for issuance under the 2020 Incentive Plan. Employee Stock Purchase Plan On November 27, 2020, the Company’s board of directors also adopted, and its stockholders also approved, the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective immediately prior to the IPO. The 2020 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 3,000,000 shares of Class A common stock were initially reserved for future issuance under the 2020 ESPP. The number of shares of Class A common stock reserved for issuance under the 2020 ESPP is subject to automatic evergreen increases annually through (and including) May 1, 2030 pursuant to the terms of the 2020 ESPP. There was an automatic annual increase on May 1, 2025 in the number of shares reserved for future issuance pursuant to the 2020 ESPP in an amount equal to one percent (1%) of the total number of shares of the Company’s Class A common stock and Class B common stock outstanding on April 30, 2025. The 2020 ESPP permits participants to purchase shares of Class A common stock in an amount not exceeding 15% of their earnings during the relevant offering period. The offering dates and purchase dates for the 2020 ESPP are determined at the discretion of the Company’s board of directors. Except for the initial offering period under the 2020 ESPP, which commenced on October 16, 2022 and ended on September 15, 2024, the 2020 ESPP provides for 24-month offering periods beginning September 15 and March 15 of each year, with each offering period consisting of four six-month purchase periods. The 2020 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock, subject to purchase limits of 2,500 shares during each six-month period or $25,000 worth of stock for each calendar year, through payroll deductions at price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. If the price per share of the Company’s Class A common stock on any purchase date in the offering period is lower than the price per share of the Company’s Class A common stock price on the enrollment date of that offering period, the offering period will immediately reset after the purchase of shares on such purchase date and automatically roll into a new 24-month offering period. The Company uses a Black-Scholes-Merton option pricing model to determine the fair value of employee stock purchase rights granted under the 2020 ESPP. The following assumptions were used to calculate the fair value of shares to be granted under the 2020 ESPP during the period:
|  | Fiscal Year Ended April 30,
|  | 2026 | 2025 | 2024
Valuation assumptions: |  |  |  |
Expected dividend yield |  | — | % | — | % | — | %
Expected volatility |  | 63.9 - 67.6% | 56.2 - 79.8% | 54.5 - 73.3%
Expected term (years) |  | 0.5 - 2.0 | 0.5 - 2.0 | 0.50 - 2.0
Risk-free interest rate |  | 3.51 - 3.8% | 3.6 - 4.6% | 4.7 - 5.5%
During the fiscal years ended April 30, 2026, 2025 and 2024, the Company recognized $6.8 million, $6.9 million and $5.4 million, respectively, of stock-based compensation expense related to the 2020 ESPP. During the fiscal years ended April 30, 2026, 2025 and 2024, the Company’s employees purchased 903,451, 697,498 and 863,412, respectively, shares of its Class A common stock under the 2020 ESPP. As of April 30, 2026 and 2025, there was $6.8 million and $11.2 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over the remaining term of the respective offering periods. As of April 30, 2026 and 2025, 6,024,644 and 5,588,711, respectively, shares of Class A common stock were available for future issuance under the 2020 ESPP. Stock-based Compensation Expense The following table summarizes the effects of stock-based compensation on the Company’s consolidated statements of operations (in thousands):
| Fiscal Year Ended April 30,
| 2026 |  | 2025 |  | 2024
Cost of subscription | $ | 35,616 |  |  | $ | 30,480 |  |  | $ | 34,032 |
Cost of professional services | 1,897 |  |  | 3,180 |  |  | 1,288 |
Sales and marketing | 95,531 |  |  | 83,960 |  |  | 71,751 |
Research and development | 79,221 |  |  | 71,629 |  |  | 72,036 |
General and administrative | 51,450 |  |  | 41,739 |  |  | 36,654 |
Total stock-based compensation expense excluding restructuring | 263,715 |  |  | 230,988 |  |  | 215,761 |
Restructuring | 4,817 |  |  | — |  |  | — |
Total stock-based compensation expense | $ | 268,532 |  |  | $ | 230,988 |  |  | $ | 215,761 |
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 fiscal years ended April 30, 2026 and 2025, the Company recognized $41.8 million and $41.9 million respectively, of stock-based compensation expense associated with these programs, of which $35.5 million and $37.5 million was reflected under accrued compensation and employee benefits in the consolidated balance sheets as of April 30, 2026 and 2025, respectively. Upon settlement, this amount will be reflected under common stock and additional paid-in capital in the consolidated statements of stockholders’ equity.

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