Salesforce Prices Public Offering of Senior Notes

Key Terms

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

accelerated share repurchase financial

An accelerated share repurchase is a deal where a company hires a bank to buy back a large block of its own stock immediately on the open market, with the bank later settling the exact number of shares over time. For investors it matters because the immediate reduction in shares outstanding can raise per‑share earnings and often supports the stock price, but it also uses company cash or borrowing and can change liquidity and future growth funding.

registration statement regulatory

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

SAN FRANCISCO--(BUSINESS WIRE)-- Salesforce (NYSE: CRM), the world’s #1 AI CRM, today announced that it has priced an underwritten offering (the “offering”) in aggregate principal amount of $25 billion in senior notes (the “notes”). The offering is expected to close on March 13, 2026, subject to the satisfaction of customary closing conditions.

Salesforce intends to use all of the net proceeds from the offering, after deducting underwriting discounts and estimated offering expenses payable by Salesforce, to repurchase shares of Salesforce common stock pursuant to certain accelerated share repurchase (“ASR”) agreements that Salesforce entered into with certain financial institution counterparties immediately following the pricing of the offering, which provide for the repurchase by Salesforce of an aggregate of $25 billion of shares of Salesforce common stock. The prepayment and initial share delivery under the ASR transactions is expected to occur on March 16, 2026.

J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering of the notes.

Salesforce has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission for the offering to which this communication relates. Copies of the prospectus supplement, when available, and the accompanying base prospectus related to the offering may be obtained by contacting J.P. Morgan Securities LLC at 1-212-834-4533 (collect); BofA Securities, Inc. toll-free at 1-800-294-1322; Barclays Capital Inc. toll-free at 1-888-603-5847; Citigroup Global Markets Inc. toll-free at 1-800-831-9146; or Wells Fargo Securities, LLC toll-free at 1-800-645-3751. Alternatively, investors may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov/.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about a public offering of senior notes and the intended use of proceeds of such offering, including to repurchase shares of Salesforce common stock pursuant to accelerated share repurchase agreements. Forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from current expectations. These risks, uncertainties, and factors include those discussed in our most recent Annual Report on Form 10-K, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections included therein, as may be updated from time to time in our filings with the SEC. Salesforce does not undertake any obligation to update or revise its forward-looking statements except as required by law or regulation.

About Salesforce

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View source version on businesswire.com: https://www.businesswire.com/news/home/20260311936659/en/

Mike Spencer
Salesforce
Investor Relations
investor@salesforce.com

Carolyn Guss
Salesforce
Public Relations
pr@salesforce.com

Source: Salesforce