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Salesforce CEO Benioff sells shares after option exercise

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Salesforce, Inc. Chair and CEO Marc Benioff exercised a non-qualified stock option for 2,250 shares of common stock at $161.50 per share on September 4, 2025, then reported sales totaling 2,250 shares in multiple transactions at prices ranging from $235.6839 to $244.5001 per share. After these transactions he directly holds 11,911,571 Salesforce shares and has indirect holdings of 107,000 shares by trust and 10,000,000 shares through Marc Benioff Fund LLC. A footnote states that a reported transaction was effected automatically under a Rule 10b5-1 trading plan adopted on January 9, 2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: CEO exercised options and sold a small block of shares under a pre-established 10b5-1 plan; holdings remain substantial.

The filing documents a routine exercise of a non-qualified stock option and multiple small-scale open-market dispositions conducted automatically under a Rule 10b5-1 plan. The transactions occurred on a single day and the report identifies both direct and indirect beneficial ownership, including trust holdings and interests in the Marc Benioff Fund LLC. From a governance perspective, disclosure of the 10b5-1 plan and the methodical sale execution reduce concerns about opportunistic insider timing, while the continued large ownership stake aligns management incentives with shareholders.

TL;DR: Insider activity is material to ownership structure but shows no abrupt reduction in control.

The Form 4 shows an option exercise (2,250 shares) and multiple sales totaling 2,454 shares at weighted-average prices reported across a range of ~$235.68 to $244.50. Post-transaction beneficial ownership remains in the low double-digit millions directly plus significant indirect holdings. The filing supplies weighted-average sale prices and confirms the transactions were executed under a pre-existing trading plan, which is relevant when assessing market signaling and potential liquidity effects. No other compensatory or non-routine transactions are reported.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($543K)
Approx. gross sale proceeds $543K
Approx. exercise cost $363K
Approx. pre-tax spread $180K
Type Security Shares Price Value
Exercise Non-qualified Stock Option (Right to Buy) 2,250 $0.00 $0.00
Exercise Common Stock 2,250 $161.50 $363K
Sale Common Stock 162 $236.049 $38K
Sale Common Stock 181 $237.2107 $43K
Sale Common Stock 162 $238.4038 $39K
Sale Common Stock 172 $239.9627 $41K
Sale Common Stock 396 $241.688 $96K
Sale Common Stock 293 $242.7161 $71K
Sale Common Stock 808 $243.7013 $197K
Sale Common Stock 76 $244.3784 $19K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 92,372 contracts (Direct); Common Stock — 11,911,571 shares (Direct); Common Stock — 107,000 shares (Indirect, By Trust); Common Stock — 10,000,000 shares (Indirect, By Marc Benioff Fund LLC)
Footnotes (12)
  1. F1. 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. F2. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust.
  3. F3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $235.6839 to $236.2561 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. F4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $236.9590 to $237.6000 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. F5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $238.0100 to $239.0000 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. F6. Weighted average price. These shares were sold in multiple transactions at prices ranging from $239.6273 to $240.5062 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. F7. Weighted average price. These shares were sold in multiple transactions at prices ranging from $241.1959 to $242.0673 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. F8. Weighted average price. These shares were sold in multiple transactions at prices ranging from $242.2087 to $243.1822 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.
  9. F9. Weighted average price. These shares were sold in multiple transactions at prices ranging from $243.2112 to $244.1810 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.
  10. F10. Weighted average price. These shares were sold in multiple transactions at prices ranging from $244.2575 to $244.5001 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.
  11. F11. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
  12. F12. 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.
Option shares exercised 2,250 shares Non-qualified stock option for Salesforce common stock exercised on September 4, 2025 at $161.50 per share
Shares sold 2,250 shares Sales of Salesforce common stock in multiple transactions on September 4, 2025
Sale price range $235.6839–$244.5001 per share Weighted average prices across the reported multiple sale transactions
Direct holdings after transaction 11,911,571 shares Salesforce common stock directly held by Marc Benioff following the reported transactions
Indirect holdings by trust 107,000 shares Salesforce shares held indirectly by trust as reported on September 4, 2025
Indirect holdings by Marc Benioff Fund LLC 10,000,000 shares Salesforce shares held indirectly through Marc Benioff Fund LLC
Option exercise price $161.50 per share Exercise price of the non-qualified stock option for 2,250 Salesforce shares
Option expiration date March 22, 2026 Expiration date of the non-qualified stock option exercised by Marc Benioff
Non-qualified Stock Option financial
"Security title: Non-qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Rule 10b5-1 trading plan regulatory
"transaction was effected automatically pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Weighted average price financial
"Weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Revocable Trust financial
"Shares held in the Marc R. Benioff Revocable Trust."
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Marc Benioff Fund LLC financial
"Shares held in the Marc Benioff Fund LLC (the "Fund")."

FAQ

What did Salesforce (CRM) CEO Marc Benioff report in this Form 4 filing?

Marc Benioff reported exercising a non-qualified stock option for 2,250 Salesforce shares at $161.50 per share on September 4, 2025, followed by sales totaling 2,250 shares in multiple transactions at prices between $235.6839 and $244.5001 per share.

How many Salesforce (CRM) shares did Marc Benioff sell, and at what prices?

He sold 2,250 Salesforce common shares in several transactions on September 4, 2025, at weighted-average prices ranging from $235.6839 to $244.5001 per share, as disclosed in footnotes describing the price ranges for each group of reported sales.

What stock option did Marc Benioff exercise in Salesforce (CRM)?

He exercised a Non-qualified Stock Option (Right to Buy) for 2,250 Salesforce shares at an exercise price of $161.50 per share. The option vests over four years beginning March 22, 2020, in monthly installments after an initial 25% vesting, and expires March 22, 2026.

What are Marc Benioff’s remaining Salesforce (CRM) share holdings after these trades?

Following these transactions, Benioff directly holds 11,911,571 Salesforce shares. He also reports indirect holdings of 107,000 shares held by trust and 10,000,000 shares held through Marc Benioff Fund LLC, as reflected in the reported post-transaction holding entries.

Was any Salesforce (CRM) transaction made under a Rule 10b5-1 plan?

A footnote states that a reported transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by Marc Benioff on January 9, 2025. The plan’s adoption date precedes the September 4, 2025 transactions disclosed in this Form 4 filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/04/2025
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 09/04/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 09/04/2025 S(1) 162 D $236.049(3) 11,913,659 D(2)
Common Stock 09/04/2025 S(1) 181 D $237.2107(4) 11,913,478 D(2)
Common Stock 09/04/2025 S(1) 162 D $238.4038(5) 11,913,316 D(2)
Common Stock 09/04/2025 S(1) 172 D $239.9627(6) 11,913,144 D(2)
Common Stock 09/04/2025 S(1) 396 D $241.688(7) 11,912,748 D(2)
Common Stock 09/04/2025 S(1) 293 D $242.7161(8) 11,912,455 D(2)
Common Stock 09/04/2025 S(1) 808 D $243.7013(9) 11,911,647 D(2)
Common Stock 09/04/2025 S(1) 76 D $244.3784(10) 11,911,571 D(2)
Common Stock 107,000 I By Trust
Common Stock 10,000,000 I(11) 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 09/04/2025 M(1) 2,250 03/22/2020(12) 03/22/2026 Common Stock 2,250 $0 92,372 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 $235.6839 to $236.2561 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 $236.9590 to $237.6000 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 $238.0100 to $239.0000 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 $239.6273 to $240.5062 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 $241.1959 to $242.0673 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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $242.2087 to $243.1822 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.
9. Weighted average price. These shares were sold in multiple transactions at prices ranging from $243.2112 to $244.1810 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.
10. Weighted average price. These shares were sold in multiple transactions at prices ranging from $244.2575 to $244.5001 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.
11. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
12. 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 09/05/2025
** 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.

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