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
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.
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.
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 | 1,310 | $243.8642 | $319K |
| Sale | Common Stock | 499 | $244.4454 | $122K |
| Sale | Common Stock | 166 | $246.5399 | $41K |
| Sale | Common Stock | 173 | $247.4582 | $43K |
| Sale | Common Stock | 102 | $248.3869 | $25K |
| 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 $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. 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. 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. 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. 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. 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.
