| Item 1.01 |
Entry into a Material Definitive Agreement. |
ASR Agreements
On March 11, 2026, Salesforce, Inc. (the “Company” or “Salesforce”) entered into accelerated share repurchase agreements (the “ASR Agreements”) with Banco Santander, S.A., Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, and Morgan Stanley & Co. LLC (collectively, the “ASR Counterparties”). Under the terms of the ASR Agreements, the Company will repurchase an aggregate of $25 billion of the Company’s common stock, $0.001 par value per share (such stock, the “Common Stock” ), as part of a share repurchase program (the “Share Repurchase Program”). The Company’s board of directors (the “Board”) authorized the Share Repurchase Program in August 2022. In February 2026, the Board authorized an aggregate total of $50 billion of share repurchases under the Share Repurchase Program (inclusive of any amounts remaining under prior authorizations).
Pursuant to the terms of the ASR Agreements, the Company will make payments in an aggregate amount of $25 billion to the ASR Counterparties on March 16, 2026, and the Company will receive on March 16, 2026 the initial deliveries of approximately 80% of the total shares that would be purchased under the ASR Agreements, measured based on the closing price of the Common Stock on March 11, 2026. The exact number of shares of Common Stock that the Company will ultimately repurchase pursuant to the ASR Agreements will be determined based on the average of the daily volume-weighted average price per share of the Common Stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.
Upon final settlement of the ASR Agreements, under certain circumstances, each of the ASR Counterparties may be required to deliver additional shares of Common Stock, or the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to the ASR Counterparties. The final settlement of each transaction under the ASR Agreements is scheduled to occur in the fourth quarter of 2026.
Each of the ASR Agreements contains customary terms for these types of transactions, including, among others, the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery upon settlement, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which the transactions may be cancelled prior to the scheduled maturity and various acknowledgments, representations and warranties made by the Company and the ASR Counterparties, as applicable, to one another.
The form of the ASR Agreements is included herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the ASR Agreements is a summary and is qualified in its entirety by reference to the form of the ASR Agreements. J. Wood Capital Advisors acted as financial adviser to Salesforce in connection with the accelerated share repurchase transactions.
Underwriting Agreement
On March 11, 2026, Salesforce entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, on behalf of the several Underwriters listed in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $3,500,000,000 aggregate principal amount of 4.500% Senior Notes due 2028 (the “2028 Notes”), $4,250,000,000 aggregate principal amount of 4.650% Senior Notes due 2029 (the “2029 Notes”), $3,750,000,000 aggregate principal amount of 4.900% Senior Notes due 2031 (the “2031 Notes”), $2,750,000,000 aggregate principal amount of 5.200% Senior Notes due 2033 (the “2033 Notes”), $4,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes”), $1,500,000,000 aggregate principal amount of 6.400% Senior Notes due 2046 (the “2046 Notes”), $3,750,000,000 aggregate principal amount of 6.550% Senior Notes due 2056 (the “2056 Notes”) and $1,000,000,000 aggregate principal amount of 6.700% Senior Notes due 2066 (the “2066 Notes” and, together with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Notes”) in a registered public offering (the “Offering”).
The price to the public was 99.920% of the principal amount for the 2028 Notes, 99.978% of the principal amount for the 2029 Notes, 99.809% of the principal amount for the 2031 Notes, 99.779% of the principal amount for the 2033 Notes, 99.969% of the principal amount for the 2036 Notes, 99.821% of the principal amount for the 2046 Notes, 99.921% of the principal amount for the 2056 Notes and 99.916% of the principal amount for the 2066 Notes.
The Offering is being made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-275814), including a preliminary prospectus supplement dated March 11, 2026 (the “Prospectus Supplement”) to the prospectus contained therein dated November 30, 2023, filed by the Company with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and a free writing prospectus dated March 11, 2026, filed by the Company with the SEC, pursuant to Rule 433 under the Securities Act. The Offering is expected to close on March 13, 2026, subject to the satisfaction of customary closing conditions.
