CRM Form 4: Marc Benioff Executes 10b5-1 Option Exercise and Sales
Rhea-AI Filing Summary
Marc Benioff, Salesforce Chair and CEO, reported transactions on 08/21/2025. He exercised a non-qualified stock option for 2,250 shares at an exercise price of $161.50 and immediately sold those 2,250 shares in multiple transactions under a Rule 10b5-1 trading plan at weighted-average prices ranging from $240.41 to $246.11 across several sale tranches. Following the reported activity, the Form 4 shows 11,911,571 shares directly beneficially owned and 10,107,000 shares held indirectly (107,000 by trust and 10,000,000 by Marc Benioff Fund LLC). The filing also discloses 112,622 outstanding non-qualified stock options exercisable following the transactions. The Form 4 was executed by an attorney-in-fact on 08/22/2025.
Positive
- Trades executed under a Rule 10b5-1 plan, indicating the transactions were prearranged
- Substantial ongoing indirect ownership retained: 10,107,000 shares held via trust and Marc Benioff Fund LLC
Negative
- None.
Insights
TL;DR: Routine, pre-planned insider exercise and sales under a 10b5-1 plan; no new corporate governance events disclosed.
The filing documents an option exercise and immediate disposition executed pursuant to a Rule 10b5-1 plan adopted January 9, 2025, which signals the trades were prearranged. The disclosure shows substantial ongoing indirect ownership via the Marc Benioff Fund LLC and a revocable trust, preserving long-term alignment with shareholders. No departures, new grants outside the reported option, or material changes to ownership percentages are disclosed.
TL;DR: Material impact on ownership is negligible; transaction appears administrative and liquidity-driven.
The transaction set consists of a 2,250-share option exercise at $161.50 and subsequent sales totaling 2,250 shares at weighted-average prices reported across several tranches between $240.41 and $246.11. Post-transaction holdings remain substantial: 11,911,571 shares directly and 10,107,000 indirectly. The 112,622 options remaining are disclosed in Table II. From a market-impact standpoint, the sizes reported are small relative to total disclosed holdings and present no evident change to control or governance.
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 | 204 | $240.9567 | $49K |
| Sale | Common Stock | 174 | $241.9616 | $42K |
| Sale | Common Stock | 254 | $243.5644 | $62K |
| Sale | Common Stock | 726 | $244.3346 | $177K |
| Sale | Common Stock | 708 | $245.5028 | $174K |
| Sale | Common Stock | 184 | $246.0586 | $45K |
| 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 $240.4100 to $241.2900 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 $241.7800 to $242.1100 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 $242.9400 to $243.8818 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 $243.9416 to $244.9145 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 $244.9700 to $245.9454 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 $245.9700 to $246.1110 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.
