C3.ai Announces Pricing of Initial Public Offering

C3.ai, a leading enterprise AI software provider for accelerating digital transformation, announced today the pricing of its initial public offering of 15,500,000 shares of its Class A common stock at a price of $42.00 per share. C3.ai has granted the underwriters a 30-day option to purchase up to an additional 2,325,000 shares of Class A common stock at the initial public offering price less underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by C3.ai, are expected to be $651 million, excluding any exercise of the underwriters' option to purchase additional shares.

The shares are expected to begin trading on the New York Stock Exchange on December 9, 2020, under the ticker symbol "AI" and the offering is expected to close on December 11, 2020, subject to customary closing conditions.

Morgan Stanley, J.P. Morgan and BofA Securities are acting as lead book-running managers for the offering. Deutsche Bank Securities is acting as a book-running manager for the offering. Canaccord Genuity, JMP Securities, KeyBanc Capital Markets, Needham & Company, Piper Sandler and Wedbush Securities are acting as co-managers for the offering.

This offering will be made only by means of a prospectus. Copies of the final prospectus relating to this offering may be obtained from:

• Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attn: Prospectus Department;
• J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204, or by email at [email protected]; or
• BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department or by email at [email protected].

A registration statement relating to the sale of these securities was filed with, and declared effective by, the Securities and Exchange Commission. Copies of the registration statement can be accessed through the Securities and Exchange Commission's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release includes "forward-looking information," including with respect to the initial public offering. These statements are made through the use of words or phrases such as "will" or "expect" and similar words and expressions of the future. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, including the risks outlined under "Risk Factors" in the preliminary prospectus and elsewhere in the Company's filings with the SEC, which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as required by law.

About C3.ai

C3.ai is a leading enterprise AI software provider for accelerating digital transformation. C3.ai delivers the C3 AI Suite for developing, deploying, and operating large-scale AI, predictive analytics, and IoT applications in addition to an increasingly broad portfolio of turn-key AI applications. The core of the C3.ai offering is a proprietary, model-driven AI architecture that enhances data science and application development.