UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
April 28, 2015 (April 27, 2015)
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of Registrant as specified in its
charter)
Virginia |
|
54-1873198 |
|
001-34374 |
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
(Commission File Number) |
1001 Nineteenth Street North
Arlington, VA 22209
(Address of principal executive offices) (Zip
code)
(703) 373-0200
(Registrant’s telephone number including
area code)
N/A
(Former name or former address, if changed from
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and
Financial Condition.
Arlington Asset Investment
Corp. (the “Company”) issued a press release on April 27, 2015 announcing its financial results for the quarter ended
March 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item
2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section.
Furthermore, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item
9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
Forward-Looking Statements Disclaimer
This Current Report on Form
8-K contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including those relating to forward settling transactions, forward yield, and the effect of actions of the
U.S. government, including the Federal Reserve, on our results. Forward-looking statements typically are identified by use of the
terms such as “believe,” “expect,” “anticipate,” “estimate,” “plan,”
“continue,” “intend,” “should,” “may” or similar expressions. Forward-looking statements
are based on the Company's beliefs, assumptions and expectations of the Company's future performance, taking into account all information
currently available to the Company. The Company cannot assure you that actual results will not vary from the expectations contained
in the forward-looking statements. All of the forward-looking statements are subject to numerous possible events, factors and conditions,
many of which are beyond the control of the Company and not all of which are known to the Company, including, without limitation,
market conditions and those described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and
other documents which have been filed with the Securities and Exchange Commission. All forward-looking statements speak only as
of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events
or how they may affect us. Except as required by law, the Company is not obligated to, and does not intend to, update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
Arlington Asset Investment Corp. Press Release dated April 27, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
ARLINGTON ASSET INVESTMENT CORP. |
|
|
Date: April 28, 2015 |
By: |
/s/ Richard E. Konzmann |
|
Name: |
Richard E. Konzmann |
|
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit
No. |
|
Description |
|
|
|
99.1 |
|
Arlington Asset Investment Corp. Press Release dated April 27, 2015. |
Exhibit 99.1
Contacts:
Media: 703.373.0200 or ir@arlingtonasset.com
Investors: Rich Konzmann at 703.373.0200 or ir@arlingtonasset.com
Arlington Asset Investment Corp. Reports
First Quarter 2015 Financial Results
Non-GAAP core operating income of $1.50 per
diluted share for the first quarter 2015(1)
GAAP net loss of $42.2 million for the first
quarter 2015
Dividend of $0.875 per share for the first
quarter 2015, payable on April 30, 2015
Annualized dividend yield of 15%(2),
20%(3) on a tax adjusted basis
Book value per share at March 31, 2015 was
$24.83
ARLINGTON, VA, April 27, 2015 –
Arlington Asset Investment Corp. (NYSE: AI) (the “Company” or “Arlington”) today reported non-GAAP core
operating income of $34.5 million for the quarter ended March 31, 2015, or $1.50 per diluted share. A reconciliation of non-GAAP
core operating income to GAAP net income (loss) appears at the end of this press release. On a GAAP basis, the Company reported
a net loss of $(42.2) million for the quarter ended March 31, 2015, or $(1.84) per diluted share, compared to net loss of $(32.8)
million for the quarter ended December 31, 2014, or $(1.43) per diluted share, and net income of $7.0 million, or $0.41 per diluted
share, for the quarter ended March 31, 2014. The Company’s book value per share was $24.83 as of March 31, 2015 compared
to a book value per share of $27.95 as of December 31, 2014.
Reduced expectations for U.S. growth, low
global yields and uncertainty about the pathway and impact of the U.S. Federal Reserve monetary policy contributed to lower forward
interest rate expectations, decreasing the value of the Company’s hedge instruments while its fixed-rate agency mortgage-backed
securities (“MBS”) did not appreciate commensurately as prices for those securities increased only slightly during
the quarter. Lower rates drove heightened prepayment expectations on fixed-rate agency-backed MBS, shortening durations
and creating increased mark-to-market adjustments between our 30-year agency-backed MBS and associated hedges.
During the quarter, we reduced our long-term
hedges to 27% of our total hedge portfolio as of quarter end compared to approximately 35% as of year-end. With U.S. Federal Reserve
policymakers continuing to focus commentary on a 2015 lift off in interest rates, Arlington has maintained hedges equal to approximately
94% of the outstanding repurchase agreement financing on its agency-backed MBS as of March 31, 2015 with an average duration of
approximately 6 years to protect the portfolio as interest rates rise.
“This quarter was
another quarter of strong core operating income growth, but it was also characterized by elevated net unrealized and realized
losses in the Company’s hedged agency-backed MBS portfolio, which contributed to a reduction in book value per share,”
said J. Rock Tonkel, Jr., the Company's President and Chief Executive Officer. “While the Company’s substantial hedge
structure has provided protection during past periods of rising rates, increased volatility and rate declines resulted in the
spread widening we observed this quarter. The Company deployed capital during the quarter into new agency-backed MBS in
a current favorable investment environment of wider spreads and lower cost of hedging that should benefit future core operating
income. While prepayment speeds on fixed-rate MBS accelerated during the quarter, the Company’s specified pool agency-backed
MBS portfolio continued to outperform the Fannie Mae 4.0% coupon universe.”
First Quarter Highlights
Arlington completed a $35.3 million, registered
public offering of 6.75% Senior Notes due 2025 in March 2015. Net interest income for the first quarter was $33.2 million, including
non-cash accretion on private-label MBS of $2.7 million required under GAAP. The three-month constant prepayment rate (“CPR”)
for the Company’s agency-backed MBS increased to 8.18% during the first quarter of 2015. The Company’s debt to equity
ratio at March 31, 2015 was approximately 6 to 1.
As of March 31, 2015, the
Company’s agency-backed MBS portfolio consisted of $3.4 billion in face value with a cost basis and a fair value of $3.7
billion. As of March 31, 2015, all of the Company’s agency-backed MBS were fixed-rate 30-year MBS specifically selected
for their prepayment protections with a weighted average coupon of 4.03%, a weighted average cost of 106.23, a weighted average
market price of 107.84, and had a weighted average cost of repo funding of 36 basis points. As of March 31, 2015, approximately
49% of the Company’s agency-backed MBS portfolio is in specified pools of low loan balance loans, approximately 34% is in
specified pools of loans issued under the Home Affordable Refinance Program (“HARP”), while the remainder includes
specified pools of loans with low FICO scores or with other characteristics selected for the prepayment protection.
On a mark-to-market basis
as of March 31, 2015, the Company had an average of $2.25 billion in Eurodollar futures associated with the agency-backed MBS
portfolio starting in June 2015 and ending in December 2019 with a rate of 1.58%. As of March 31, 2015, the Company also had $0.845
billion in notional 10-year interest rate swap futures with a marked rate of approximately 2.02% resulting in a combined hedged
notional amount of approximately $3.1 billion. During the first quarter of 2015, the Company recorded net gains on its agency-backed
MBS portfolio of $13.3 million and net losses on its derivative hedging instruments of $76.1 million. As a result of these net
investment losses, the Company increased the valuation allowance against its deferred tax asset attributable to its net capital
loss carry-forward during the first quarter of 2015 by $25.4 million.
As of March 31, 2015, the
Company’s private-label MBS portfolio consisted of $321.2 million in face value with an amortized cost basis of $204.4 million
and a fair value of $241.0 million. During the first quarter of 2015, the Company sold private-label MBS for sale proceeds of
$20.9 million realizing a GAAP gain of $3.3 million. The following table presents certain statistics of the Company’s private-label
MBS portfolio as of or for the quarter ended March 31, 2015 (dollars in millions):
| |
Total Private- Label
MBS | |
| |
| |
Fair market value | |
$ | 241.0 | |
Face value | |
$ | 321.2 | |
Fair market value (as a % of face value) | |
| 75.0 | % |
Amortized cost | |
$ | 204.4 | |
Average cost (as a % of face value) | |
| 53.6 | % |
Purchase discount | |
$ | 116.8 | |
| |
| | |
Quarterly unlevered yield (GAAP, as a % of amortized cost) | |
| 9.6 | % |
Weighted average coupon | |
| 2.7 | % |
| |
| | |
60+ days delinquent | |
| 13.9 | % |
Credit enhancement | |
| 0.2 | % |
Loss severity (3-month) | |
| 42.3 | % |
Constant prepayment rate (3-month) | |
| 10.5 | % |
Dividend
The Company’s Board of Directors approved
a $0.875 dividend for the first quarter of 2015. The dividend will be paid on April 30, 2015 to shareholders of record as of March
31, 2015. This represented a 15% annualized dividend yield based on the Class A common stock closing price on the New York Stock
Exchange (NYSE) of $23.62 on April 24, 2015.
| (1) | Non-GAAP Financial Measures |
In addition to the financial
results reported in accordance with generally accepted accounting principles as consistently applied in the United States (“GAAP”),
the Company calculated non-GAAP core operating income for the three months ended March 31, 2015 and 2014. In determining core
operating income, the Company excludes certain legacy litigation expenses and adjusts net income determined in accordance with
GAAP for the following non-cash and other items: (i) compensation costs associated with stock-based awards, (ii) non-cash accretion
of private-label MBS purchase discounts, (iii) private-label MBS purchase discount accretion realized upon sale or repayment,
(iv) other-than-temporary impairment charges, (v) other-than-temporary impairment charges realized upon sale, (vi) both realized
and unrealized gains and losses on the agency-backed MBS and all related hedge instruments, and (vii) non-cash income tax provisions.
During the first quarter of 2015, the Company has chosen to modify non-GAAP core operating income to better reflect the attributes
of the business and total performance of its MBS portfolio. The Company now includes in core operating income in the period it
sells a private-label MBS investment any other-than-temporary impairment charges on the investment previously recognized in prior
periods. As a result, the Company has revised its previously reported core operating income for each quarterly interim period
for 2014 and 2013 below to conform to the new revised presentation.
The Company’s portfolio
strategy on the Company’s agency-backed MBS portfolio is to generate a net interest margin on the leveraged assets and hedge
the market value of the assets, expecting that the fluctuations in the market value of the agency-backed MBS and related hedges
should largely offset each other over time. As a result, the Company excludes both the realized and unrealized fluctuations in
the gains and losses in the assets and hedges on its hedged, agency-backed MBS portfolio when assessing the underlying core operating
income of the Company. However, the Company’s portfolio strategy on the Company’s private-label MBS portfolio is to
generate a total cash return comprised of both interest income collected and the cash return realized when the private-label MBS
are sold that equals the difference between the sale price and the discount to par paid at acquisition. Therefore, the Company
excludes non-cash accretion of private-label MBS purchase discounts from non-GAAP core operating income, but includes realized
cash gains or losses on its private-label MBS portfolio in core operating income to reflect the total cash return on those securities
over their holding period.
This non-GAAP core operating
income measurement is used by management to analyze and assess the Company’s operating results on its portfolio and assist
with the determination of the appropriate level of dividends. The Company believes that this non-GAAP measurement assists investors
in understanding the impact of these non-core items and non-cash expenses on our performance and provides additional clarity around
our earnings capacity and trends. A limitation of utilizing this non-GAAP measure is that the GAAP accounting effects of these
events do in fact reflect the underlying financial results of our business and these effects should not be ignored in evaluating
and analyzing our financial results. Therefore, the Company believes net income on a GAAP basis and core operating income on a
non-GAAP basis should be considered together.
The following is a reconciliation
of GAAP net income to non-GAAP core operating income for the three months ended March 31, 2015 and 2014 (dollars in thousands):
| |
Three Months Ended March
31, | |
| |
2015 | | |
2014 Revised | | |
2014
As Previously
Reported | |
GAAP net (loss) income | |
$ | (42,185 | ) | |
$ | 7,033 | | |
$ | 7,033 | |
Adjustments: | |
| | | |
| | | |
| | |
Legacy litigation expenses
(a) | |
| — | | |
| 11 | | |
| 11 | |
Non-cash income tax provision | |
| 12,132 | | |
| 4,203 | | |
| 4,203 | |
Stock compensation | |
| 111 | | |
| 677 | | |
| 677 | |
Non-cash interest income related to purchase discount
accretion of private-label MBS | |
| (2,696 | ) | |
| (3,317 | ) | |
| (3,317 | ) |
Purchase discount accretion of private-label MBS realized
upon sale or repayment | |
| 4,445 | | |
| 874 | | |
| 874 | |
Net realized and unrealized loss on trading MBS and hedge
instruments | |
| 62,727 | | |
| 10,633 | | |
| 10,633 | |
Other-than-temporary impairment charges realized upon
sale | |
| — | | |
| (2,636 | ) | |
| — | |
Other-than-temporary impairment
charges | |
| — | | |
| — | | |
| — | |
Non-GAAP core operating income | |
$ | 34,534 | | |
$ | 17,478 | | |
$ | 20,114 | |
Non-GAAP core operating income
per diluted share | |
$ | 1.50 | | |
$ | 1.02 | | |
$ | 1.18 | |
Weighted average diluted shares outstanding | |
| 23,096 | | |
| 17,081 | | |
| 17,081 | |
| (a) | Legacy litigation expenses relate to legal matters pertaining
to events related to business activities the Company completed or exited in or prior
to 2009 — primarily debt extinguishment, sub-prime mortgage origination
and securitization and broker/dealer operations. |
The following is a reconciliation of previously reported non-GAAP
core operating income and revised non-GAAP core operating income for each fiscal quarter during the years ended December 31, 2014
and 2013 to reflect the modified definition of non-GAAP core operating income that now includes any other-than-temporary impairment
charge realized upon the sale of a private-label MBS investment as described above (in thousands):
| |
Previously Reported | | |
Revision | | |
Revised | |
Quarter ended March 31, 2014 | |
$ | 20,114 | | |
$ | (2,636 | ) | |
$ | 17,478 | |
Quarter ended June 30, 2014 | |
| 24,390 | | |
| (1,390 | ) | |
| 23,000 | |
Quarter ended September 30, 2014 | |
| 28,674 | | |
| — | | |
| 28,674 | |
Quarter Ended December 31, 2014 | |
| 32,580 | | |
| (1,154 | ) | |
| 31,426 | |
Quarter ended March 31, 2013 | |
| 14,666 | | |
| (1,375 | ) | |
| 13,291 | |
Quarter ended June 30, 2013 | |
| 23,840 | | |
| — | | |
| 23,840 | |
Quarter ended September 30, 2013 | |
| 19,982 | | |
| — | | |
| 19,982 | |
Quarter ended December 31, 2013 | |
| 18,792 | | |
| — | | |
| 18,792 | |
| (2) | Based on the annualized first quarter 2015 dividend and the Class
A common stock closing price on the NYSE of $23.62 on April 24, 2015. |
| (3) | The Company's dividends are eligible for the 23.8% federal
income tax rate on qualified dividend income, whereas dividends paid by a REIT are generally
subject to the higher 43.4% tax rate on ordinary income. To provide the same return
after payment of federal income tax as the Company, a REIT would be required to pay dividends
providing a 20% yield. |
Conference Call
The Company will hold a conference call
for investors at 9:00 A.M. Eastern Time on Tuesday, April 28, 2015 to discuss the results. Investors wishing
to listen to the earnings call may do so via the Internet at: http://www.arlingtonasset.com/index.php?s=19.
Replays of the earnings call will be available
for 60 days via webcast at the Internet address provided above, beginning two hours after the call ends.
About the Company
Arlington Asset Investment Corp. (NYSE: AI)
is a principal investment firm that currently invests primarily in mortgage-related and other assets. The Company is headquartered
in the Washington, D.C. metropolitan area. For more information, please visit www.arlingtonasset.com.
Statements concerning future performance,
interest rates, the Company’s portfolio, deployment of capital, core operating income, leverage, portfolio allocation, portfolio
hedging, migrating capital from the private-label MBS portfolio to the agency-backed MBS portfolio, market conditions, earnings,
dividends, book value, and any other guidance on present or future periods constitute forward-looking statements that are subject
to a number of factors, risks and uncertainties that might cause actual results to differ materially from stated expectations
or current circumstances. These factors include, but are not limited to, changes in interest rates, increased costs of borrowing,
decreased interest spreads, changes in political and monetary policies, changes in default rates, changes in prepayment rates,
changes in the Company’s returns, changes in the use of the Company’s tax benefits, maintenance of the Company’s
low leverage posture, changes in the agency-backed MBS asset yield, changes in the Company’s monetization of net operating
loss carry-forwards, changes in the Company’s ability to generate cash earnings and dividends, preservation and utilization
of our net operating loss and net capital loss carry-forwards, impacts of changes to and changes by Fannie Mae and Freddie Mac,
actions taken by the U.S. Federal Reserve and the U.S. Treasury, availability of opportunities that meet or exceed the Company’s
risk adjusted return expectations, ability and willingness to make future dividends, ability to generate sufficient cash through
retained earnings to satisfy capital needs, ability to realize book value growth through reflation of private-label MBS, and general
economic, political, regulatory and market conditions. These and other material risks are described in the Company's Annual Report
on Form 10-K for the year ended December 31, 2014 and any other documents filed by the Company with the SEC from time to time,
which are available from the Company and from the SEC, and you should read and understand these risks when evaluating any forward-looking
statement.
Financial data follow
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
| |
Three Months Ended | |
| |
March 31, | |
| |
2015 | | |
2014 | |
INTEREST INCOME | |
$ | 36,964 | | |
$ | 23,867 | |
| |
| | | |
| | |
INTEREST EXPENSE | |
| | | |
| | |
Interest on short-term debt | |
| 3,080 | | |
| 1,734 | |
Interest on long-term debt | |
| 648 | | |
| 551 | |
Total interest expense | |
| 3,728 | | |
| 2,285 | |
Net interest income | |
| 33,236 | | |
| 21,582 | |
| |
| | | |
| | |
OTHER LOSS, NET | |
| | | |
| | |
Investment loss, net | |
| (59,368 | ) | |
| (5,911 | ) |
Other loss | |
| (3 | ) | |
| (3 | ) |
Total other loss, net | |
| (59,371 | ) | |
| (5,914 | ) |
Operating (loss) income before other expenses | |
| (26,135 | ) | |
| 15,668 | |
| |
| | | |
| | |
OTHER EXPENSES | |
| | | |
| | |
Compensation and benefits | |
| 2,412 | | |
| 2,961 | |
Professional services | |
| 130 | | |
| 516 | |
Insurance | |
| 105 | | |
| 105 | |
Occupancy and equipment | |
| 116 | | |
| 99 | |
Board of director fees | |
| 238 | | |
| 231 | |
Other operating expenses | |
| 307 | | |
| 243 | |
Total other expenses | |
| 3,308 | | |
| 4,155 | |
| |
| | | |
| | |
(Loss) income before income taxes | |
| (29,443 | ) | |
| 11,513 | |
| |
| | | |
| | |
Income tax provision | |
| 12,742 | | |
| 4,480 | |
| |
| | | |
| | |
Net (loss) income | |
$ | (42,185 | ) | |
$ | 7,033 | |
| |
| | | |
| | |
Basic (loss) earnings per share | |
$ | (1.84 | ) | |
$ | 0.42 | |
| |
| | | |
| | |
Diluted (loss) earnings per share | |
$ | (1.84 | ) | |
$ | 0.41 | |
| |
| | | |
| | |
Weighted average shares outstanding - basic (in thousands) | |
| 22,973 | | |
| 16,808 | |
Weighted average shares outstanding - diluted (in thousands) | |
| 22,973 | | |
| 17,081 | |
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)
| |
March 31, 2015 | | |
December 31, 2014 | |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Cash and cash equivalents | |
$ | 15,315 | | |
$ | 33,832 | |
Receivables | |
| | | |
| | |
Interest | |
| 11,269 | | |
| 10,701 | |
Sold securities receivable | |
| 78,915 | | |
| - | |
Other | |
| 528 | | |
| 1,138 | |
Mortgage-backed securities, at fair value | |
| | | |
| | |
Available-for-sale | |
| 241,045 | | |
| 267,477 | |
Trading | |
| 3,687,736 | | |
| 3,414,300 | |
Other investments | |
| 1,819 | | |
| 1,837 | |
Derivative assets, at fair value | |
| 1,508 | | |
| 1,267 | |
Deferred tax assets, net | |
| 113,276 | | |
| 122,365 | |
Deposits | |
| 213,037 | | |
| 160,427 | |
Prepaid expenses and other assets | |
| 2,169 | | |
| 1,145 | |
Total assets | |
$ | 4,366,617 | | |
$ | 4,014,489 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Repurchase agreements | |
$ | 3,371,690 | | |
$ | 3,179,775 | |
Interest payable | |
| 1,162 | | |
| 1,106 | |
Accrued compensation and benefits | |
| 1,562 | | |
| 6,067 | |
Dividend payable | |
| 21,574 | | |
| 20,195 | |
Derivative liabilities, at fair value | |
| 175,793 | | |
| 124,308 | |
Purchase securities payable | |
| 148,252 | | |
| - | |
Accounts payable, accrued expenses and other liabilities | |
| 751 | | |
| 1,006 | |
Long-term debt | |
| 75,300 | | |
| 40,000 | |
Total liabilities | |
| 3,796,084 | | |
| 3,372,457 | |
| |
| | | |
| | |
Equity: | |
| | | |
| | |
Common stock | |
| 230 | | |
| 230 | |
Additional paid-in capital | |
| 1,897,138 | | |
| 1,897,027 | |
Accumulated other comprehensive income, net of taxes | |
| 28,017 | | |
| 35,872 | |
Accumulated deficit | |
| (1,354,852 | ) | |
| (1,291,097 | ) |
Total equity | |
| 570,533 | | |
| 642,032 | |
| |
| | | |
| | |
Total liabilities and equity | |
$ | 4,366,617 | | |
$ | 4,014,489 | |
| |
| | | |
| | |
Book Value per Share | |
$ | 24.83 | | |
$ | 27.95 | |
| |
| | | |
| | |
Shares Outstanding (in thousands) (1) | |
| 22,973 | | |
| 22,973 | |
(1) Represents shares of Class A common stock and Class B common
stock outstanding plus vested restricted stock units
convertible into Class A common stock less unvested restricted
Class A common stock.
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