Benioff Executes 2,250-Share Option Exercise and Offset Sales in CRM Form 4
Rhea-AI Filing Summary
Marc Benioff, Salesforce (CRM) Chair and CEO, reported transactions on 09/23/2025 showing an exercise and offsetting sales executed under a Rule 10b5-1 trading plan. He exercised 2,250 non-qualified stock options with an exercise price of $161.50, generating 2,250 common shares. Concurrently, he sold a total of 2,250 common shares in multiple transactions at weighted average prices within ranges spanning approximately $244.31 to $250.73 per share.
Following these transactions, Benioff is shown as beneficially owning 11,911,571–11,913,821 common shares directly or indirectly, including 10,000,000 shares held by the Marc Benioff Fund LLC and 107,000 shares held by trust.
Positive
- Transactions executed under a Rule 10b5-1 trading plan, indicating pre-established automated trades adopted January 9, 2025
- Exercise of 2,250 options at $161.50, demonstrating use of compensation-derived liquidity rather than ad hoc sales
- Substantial remaining beneficial ownership totaling over 11.9 million shares, including 10,000,000 shares in Marc Benioff Fund LLC
Negative
- Sales of 2,250 common shares on 09/23/2025 at weighted average prices within ranges approximately $244.31 to $250.73, reducing direct holdings slightly
- Sales executed across multiple price points, requiring follow-up for precise per-trade quantities if granular analysis is needed
Insights
TL;DR: Insider exercised options and sold equivalent shares under an established 10b5-1 plan; net holdings remain materially large.
The filing documents a routine option exercise of 2,250 shares at $161.50 and contemporaneous sales of 2,250 shares at prices ranging roughly $244.31 to $250.73, all effected pursuant to a Rule 10b5-1 trading plan adopted January 9, 2025. The transactions appear offsetting, leaving the reporting person with a substantial beneficial position exceeding 11.9 million shares, including 10.0 million held by an affiliated fund. For investors, this is a standard liquidity event by a primary insider rather than a change in control or material capital structure.
TL;DR: Transactions follow a pre-established plan and are disclosed properly; no governance red flags in the filing itself.
The Form 4 discloses that trades were executed automatically under a Rule 10b5-1 plan, which provides pre-clearance defense against allegations of trading on material nonpublic information when properly adopted. The filing shows full disclosure of exercised options, multiple sale price ranges with undertakings to provide granular details on request, and identification of indirect holdings via trust and the Marc Benioff Fund LLC. Documentation aligns with required Section 16 reporting practices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-qualified Stock Option (Right to Buy) | 2,250 | $0.00 | -- |
| Exercise | Common Stock | 2,250 | $161.50 | $363K |
| Sale | Common Stock | 685 | $244.7361 | $168K |
| Sale | Common Stock | 272 | $245.6781 | $67K |
| Sale | Common Stock | 400 | $246.8317 | $99K |
| Sale | Common Stock | 535 | $247.5323 | $132K |
| Sale | Common Stock | 97 | $248.4421 | $24K |
| Sale | Common Stock | 261 | $250.0807 | $65K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 9, 2025. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust. Weighted average price. These shares were sold in multiple transactions at prices ranging from $244.3100 to $245.3000 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Weighted average price. These shares were sold in multiple transactions at prices ranging from $245.3100 to $246.2500 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Weighted average price. These shares were sold in multiple transactions at prices ranging from $246.3300 to $247.3200 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Weighted average price. These shares were sold in multiple transactions at prices ranging from $247.3300 to $247.7900 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Weighted average price. These shares were sold in multiple transactions at prices ranging from $248.3600 to $248.5000 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Weighted average price. These shares were sold in multiple transactions at prices ranging from $249.7400 to $250.7323 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust. Option vests over four years at the rate of 25% on March 22, 2020, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
