Item 2.02 Results of Operations and Financial Condition.



On March 2, 2022, C3.ai, Inc. (the "Company") issued a press release announcing
its financial results for the fiscal third quarter ended January 31, 2022. 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer



On February 25, 2022, Adeel Manzoor resigned from his position with the Company
effective February 28, 2022 (the "Separation Date"). Mr. Manzoor entered into an
agreement (the "Separation Agreement") with the Company regarding his separation
from the Company whereby he received (a) all accrued salary earned through the
Separation Date and (b) repayment forgiveness in connection with his signing
bonus. The Separation Agreement contains a mutual non-disparagement obligation
and a standard release of claims on the part of Mr. Manzoor.

The foregoing description is qualified in its entirety by reference to the
Separation Agreement with the Company, which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
2022.

Appointment of Chief Financial Officer



On March 1, 2022, Juho Parkkinen was appointed as the Company's Senior Vice
President and Chief Financial Officer, effective as of the same date. In this
position, Mr. Parkkinen will succeed Adeel Manzoor as the Company's principal
financial officer.

Mr. Parkkinen, age 37, has served as the Company's principal accounting officer
since December 2021. From February 2021 to December 2021, Mr. Parkkinen served
as the Company's Vice President and Corporate Controller. From March 2017 to
January 2021, Mr. Parkkinen held various positions in the financial reporting
group at MongoDB, Inc., a software company, most recently serving as its Senior
Director and Assistant Corporate Controller. From September 2009 to February
2017, Mr. Parkkinen held positions at Ernst & Young. Mr. Parkkinen holds a B.S.
in Business with an emphasis in Accounting and Mathematics from Santa Clara
University and is a Certified Public Accountant in the State of California.


--------------------------------------------------------------------------------

In connection with his appointment as the Company's Chief Financial Officer, the
Company and Mr. Parkkinen have entered into a new offer letter (the "Offer
Letter"), pursuant to which Mr. Parkkinen will receive an annual base salary of
$375,000 and will have a target bonus opportunity of 50% of his base salary. In
addition, Mr. Parkkinen also received an additional award under the C3.ai, Inc.
2020 Equity Incentive Plan of 120,000 restricted stock units and options to
purchase 170,000 shares of the Company's Class A common stock. The restricted
stock units and options will vest on a quarterly and monthly vesting schedules,
as applicable, subject to acceleration in certain events as described in the
Offer Letter. Mr. Parkkinen was previously awarded 60,000 restricted stock units
and options to purchase 100,000 shares of the Company's Class A common stock in
connection with his prior roles with the Company.

There are no arrangements or understandings between Mr. Parkkinen and any person
pursuant to which he was appointed as the Chief Financial Officer of the
Company. Mr. Parkkinen does not have a family relationship with any of the
executive officers or directors of the Company. There are no transactions in
which Mr. Parkkinen had or will have an interest that would be required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.

A copy of the Offer Letter is attached as Exhibit 10.1 to this Current Report on
Form 8-K. The foregoing description of the Offer Letter does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Offer Letter.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

       Exhibit No.               Description
        10.1    +                  Offer Letter     by and between the Registra    nt and Juho
                                 Parkkinen    , dated March 1, 2022    .
          99.1                     Press Release dated     March     2    , 202    2    .
           104                   Cover Page Interactive Data File (the

cover page XBRL tags are embedded


                                 within the inline XBRL document).

+ Indicates management contract or compensatory plan.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses