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    Amendment: SEC Form SCHEDULE 13G/A filed by C3.ai Inc.

    8/14/25 10:28:51 AM ET
    $AI
    Computer Software: Prepackaged Software
    Technology
    Get the next $AI alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 1)


    C3.ai, Inc.

    (Name of Issuer)


    Class A Common Stock, par value $0.001 per share

    (Title of Class of Securities)


    12468P104

    (CUSIP Number)


    06/30/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    12468P104


    1Names of Reporting Persons

    G1 Execution Services, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    ILLINOIS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    9,866.00
    6Shared Voting Power

    5,607,614.00
    7Sole Dispositive Power

    9,866.00
    8Shared Dispositive Power

    5,607,614.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    5,607,614.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.3 %
    12Type of Reporting Person (See Instructions)

    BD, OO

    Comment for Type of Reporting Person:  With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.


    SCHEDULE 13G

    CUSIP No.
    12468P104


    1Names of Reporting Persons

    SIG Brokerage, LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    3,520.00
    6Shared Voting Power

    5,607,614.00
    7Sole Dispositive Power

    3,520.00
    8Shared Dispositive Power

    5,607,614.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    5,607,614.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.3 %
    12Type of Reporting Person (See Instructions)

    BD, PN

    Comment for Type of Reporting Person:  With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.


    SCHEDULE 13G

    CUSIP No.
    12468P104


    1Names of Reporting Persons

    Susquehanna Fundamental Investments, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    5,607,614.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    5,607,614.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    5,607,614.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.3 %
    12Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:  With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.


    SCHEDULE 13G

    CUSIP No.
    12468P104


    1Names of Reporting Persons

    Susquehanna Investment Group
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    PENNSYLVANIA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    104,100.00
    6Shared Voting Power

    5,607,614.00
    7Sole Dispositive Power

    104,100.00
    8Shared Dispositive Power

    5,607,614.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    5,607,614.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.3 %
    12Type of Reporting Person (See Instructions)

    BD, PN

    Comment for Type of Reporting Person:  With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.


    SCHEDULE 13G

    CUSIP No.
    12468P104


    1Names of Reporting Persons

    Susquehanna Securities, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    5,490,128.00
    6Shared Voting Power

    5,607,614.00
    7Sole Dispositive Power

    5,490,128.00
    8Shared Dispositive Power

    5,607,614.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    5,607,614.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    4.3 %
    12Type of Reporting Person (See Instructions)

    BD, OO

    Comment for Type of Reporting Person:  With respect to Row 5 through Row 9 above, G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    C3.ai, Inc.
    (b)Address of issuer's principal executive offices:

    1400 Seaport Blvd, Redwood City, CA 94063
    Item 2. 
    (a)Name of person filing:

    This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Class A Common Stock, par value $0.001 per share (the "Shares"), of C3.ai, Inc. (the "Company"). (i) G1 Execution Services, LLC (ii) SIG Brokerage, LP (iii) Susquehanna Fundamental Investments, LLC (iv) Susquehanna Investment Group (v) Susquehanna Securities, LLC
    (b)Address or principal business office or, if none, residence:

    The address of the principal business office of G1 Execution Services, LLC is: 175 W. Jackson Blvd. Suite 1700 Chicago, IL 60604 The address of the principal business office of each of SIG Brokerage, LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is: 401 E. City Avenue Suite 220 Bala Cynwyd, PA 19004
    (c)Citizenship:

    Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
    (d)Title of class of securities:

    Class A Common Stock, par value $0.001 per share
    (e)CUSIP No.:

    12468P104
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned by Susquehanna Investment Group consists of options to buy 104,100 Shares. The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 3,998,900 Shares. The Company's Annual Report on Form 10-K, filed on June 23, 2025, indicates there were 130,885,934 Shares outstanding as of June 2, 2025.
    (b)Percent of class:

    4.3  %
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     (ii) Shared power to vote or to direct the vote:

    The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     (iii) Sole power to dispose or to direct the disposition of:

    The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

     (iv) Shared power to dispose or to direct the disposition of:

    The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Checkbox checked    Ownership of 5 percent or less of a class
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    Not Applicable
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    G1 Execution Services, LLC
     
    Signature:/s/ Brian Sopinsky
    Name/Title:Brian Sopinsky, Secretary
    Date:08/13/2025
     
    SIG Brokerage, LP
     
    Signature:/s/ Brian Sopinsky
    Name/Title:Brian Sopinsky, Assistant Secretary
    Date:08/13/2025
     
    Susquehanna Fundamental Investments, LLC
     
    Signature:/s/ Brian Sopinsky
    Name/Title:Brian Sopinsky, Assistant Secretary
    Date:08/13/2025
     
    Susquehanna Investment Group
     
    Signature:/s/ Brian Sopinsky
    Name/Title:Brian Sopinsky, General Counsel
    Date:08/13/2025
     
    Susquehanna Securities, LLC
     
    Signature:/s/ Brian Sopinsky
    Name/Title:Brian Sopinsky, Secretary
    Date:08/13/2025
    Exhibit Information

    EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ 99 Joint Filing Agreement

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    2/13/24 4:12:00 PM ET
    $AI
    Computer Software: Prepackaged Software
    Technology