Marc Benioff reports option exercise and stock sales under 10b5-1 plan (CRM)

Rhea-AI Filing Summary

Marc Benioff, Chair and CEO of Salesforce, reported multiple transactions on 08/26/2025 under a Rule 10b5-1 trading plan adopted January 9, 2025. He exercised 2,250 non-qualified stock options at an exercise price of $161.50 that vest through March 22, 2026, and sold a series of common shares in multiple blocks: 1,310, 499, 166, 173, and 102 shares at weighted-average prices ranging from $243.1852 to $248.6027, with specific weighted-average prices disclosed for each block. Following these transactions he beneficially owns 11,911,571 shares directly, 107,000 shares indirectly by trust, and 10,000,000 shares indirectly through Marc Benioff Fund LLC.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established, automated trading instructions (adopted 01/09/2025).
• Full disclosure of price ranges and weighted-average prices for multiple sale tranches, enhancing transparency.
• Detailed ownership breakdown showing direct, trust, and Marc Benioff Fund LLC holdings (11,911,571 direct; 107,000 trust; 10,000,000 Fund).

Negative

• Insider sales on 08/26/2025 (totaling multiple tranches: 1,310; 499; 166; 173; 102 shares) reduced direct holdings, as reported.
• Exercise of 2,250 options followed by sales could indicate insider liquidity-taking, as reflected in the Form 4 transactions.

Insights

Securities Analyst

TL;DR: CEO executed options and carried out planned sales under a 10b5-1 plan, reducing direct holdings slightly while significant indirect holdings remain.

The filing documents an exercise of 2,250 options at $161.50 and successive sales of common stock executed on 08/26/2025 under a Rule 10b5-1 plan adopted on 01/09/2025. The sales are recorded as multiple tranches with weighted-average prices disclosed; the report also clarifies the split between direct ownership, trust-held shares, and 10,000,000 shares held via Marc Benioff Fund LLC. From an investor-disclosure perspective, this is a routine Section 16 filing documenting planned liquidity moves rather than an unscheduled sale.

Corporate Governance Expert

TL;DR: Transactions were executed pursuant to an established 10b5-1 plan and are properly disclosed, showing compliance with insider-trading rules.

The filer checked the box indicating trades were made pursuant to a Rule 10b5-1 plan, and provided granular price ranges for multiple sale tranches, offering transparency on execution. The Form 4 identifies ownership held directly, in trust, and via the Marc Benioff Fund LLC, which is important for understanding beneficial ownership structure. All required explanatory footnotes concerning vesting and price ranges are included, reflecting standard disclosure practice.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Benioff Marc

(Last) (First) (Middle)

415 MISSION STREET

3RD FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Salesforce, Inc. [ CRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2025		M(1)		2,250	A	$161.5	11,913,821	D(2)
Common Stock	08/26/2025		S(1)		1,310(3)	D	$243.8642	11,912,511	D(2)
Common Stock	08/26/2025		S(1)		499(4)	D	$244.4454	11,912,012	D(2)
Common Stock	08/26/2025		S(1)		166(5)	D	$246.5399	11,911,846	D(2)
Common Stock	08/26/2025		S(1)		173(6)	D	$247.4582	11,911,673	D(2)
Common Stock	08/26/2025		S(1)		102(7)	D	$248.3869	11,911,571	D(2)
Common Stock								107,000	I	By Trust
Common Stock								10,000,000	I(8)	By Marc Benioff Fund LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	$161.5	08/26/2025		M(1)			2,250	03/22/2020(9)	03/22/2026	Common Stock	2,250	$0	105,872	D

Explanation of Responses:

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.

2. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust.

3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $243.1852 to $244.1816 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.

4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $244.2231 to $244.8892 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.

5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $245.9715 to $246.8468 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.

6. Weighted average price. These shares were sold in multiple transactions at prices ranging from $247.0198 to $247.7563 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.

7. Weighted average price. These shares were sold in multiple transactions at prices ranging from $248.1934 to $248.6027 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.

8. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.

9. 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.

	/s/ Andrew Leeds, Attorney-in-Fact for Marc Benioff	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Marc Benioff report on Form 4 for CRM on 08/26/2025?

The filing reports the exercise of 2,250 options at $161.50 and sales of common stock in multiple tranches (1,310; 499; 166; 173; 102 shares) executed on 08/26/2025.

Were the trades by Marc Benioff part of a 10b5-1 plan?

Yes. The checkbox indicates the transactions were effected automatically pursuant to a Rule 10b5-1 trading plan adopted on 01/09/2025.

How many Salesforce shares does Marc Benioff beneficially own after these transactions?

Following the reported transactions he beneficially owns 11,911,571 shares directly, 107,000 indirectly by trust, and 10,000,000 indirectly via Marc Benioff Fund LLC.

What prices were the sold shares executed at?

Weighted-average and range prices are provided: sale tranches have weighted-average prices between $243.1852 and $248.6027, with specific weighted averages listed in the Form 4.

What are the vesting terms for the exercised options?

The option referenced vests over four years with 25% vesting on March 22, 2020 and the remainder vesting in equal monthly installments over the next 36 months; the option expires on 03/22/2026.