[Form 4] Salesforce, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mill City Ventures III (Nasdaq: MCVT) completed a sizable private placement that closed 31-Jul-25. The company sold 75,881,625 common shares at $5.42 and issued 7,144,205 pre-funded warrants at $5.4199, lifting outstanding shares to 81,944,398. The securities were issued under Sections 4(a)(2)/Rule 506(b) exemptions.

A.G.P./Alliance Global Partners served as sole placement agent, earning up to a 4 % cash fee on the first $500 million raised and 3,113,469 five-year warrants exercisable at $5.962.

Management will direct the bulk of proceeds to acquire Sui (“SUI”) tokens and related crypto assets for a new treasury program; only 2 % is allocated to the legacy short-term lending unit.

Additional five-year warrants covering roughly 7.68 million shares were granted to Karatage (lead investor), the Sui Foundation, management, advisers and director Dana Wagner (vests over 24 months). Karatage may nominate at least one board seat while holding ≥10 % and has a ten-year strategic-advisor contract.

Galaxy Digital was retained to manage the first $750 million of digital assets for a 0.60-0.80 % fee (minimum $1 million/yr). A Registration Rights Agreement requires the resale registration statement to be effective within 30–60 days.

The board expanded to five: Lyle Berman resigned; Marius Barnett (Chair) and Dana Wagner joined. CEO Douglas Polinsky and CFO Joseph Geraci signed new three-year agreements at $450k salary. Amended bylaws now allow board-size flexibility and shareholder director nominations.

Positive

• Substantial capital infusion enhances liquidity and funds growth initiatives.
• Professional asset management via Galaxy Digital may improve risk-adjusted crypto returns.
• Experienced crypto-focused directors strengthen industry expertise.

Negative

• Dilution risk: share count jumps to 81.9 m plus 17 m+ potential warrant shares.
• Strategic shift to volatile Sui tokens heightens earnings unpredictability.
• Investor board rights & long-term advisory fees could erode minority influence.

Insights

Equity Research Analyst

TL;DR: Big cash raise funds crypto pivot but materially dilutes equity.

The placement injects hundreds of millions in fresh capital and aligns the firm with the fast-growing Sui ecosystem. Liquidity improves, and professional asset management via Galaxy Digital adds operational depth. However, issuing ~76 m new shares and multiple warrant tranches increases the share count more than ten-fold, pressuring EPS and voting power. Proceeds are concentrated in volatile digital assets, shifting risk profile away from predictable lending revenue. Near-term, the deal is balance-sheet accretive but valuation impact hinges on crypto performance and execution of the new treasury strategy.

Corporate Governance & Risk Analyst

TL;DR: Investor control rights and by-law changes tilt governance power.

Karatage secures board nomination rights and long-term advisory fees while holding ≥10 %, potentially concentrating influence. Accelerated vesting for management warrants upon certain terminations could enrich insiders regardless of performance. Amended bylaws allow board actions by less-than-unanimous written consent, easing strategic moves but reducing minority oversight. Combined with high crypto exposure, overall governance risk has risen despite the addition of two experienced directors.

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)
07/30/2025

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	07/30/2025		M(1)		2,250	A	$161.5	11,913,821	D(2)
Common Stock	07/30/2025		S(1)		754	D	$264.1735(3)	11,913,067	D(2)
Common Stock	07/30/2025		S(1)		263	D	$265.1755(4)	11,912,804	D(2)
Common Stock	07/30/2025		S(1)		466	D	$266.3864(5)	11,912,338	D(2)
Common Stock	07/30/2025		S(1)		767	D	$267.178(6)	11,911,571	D(2)
Common Stock								107,000	I	By Trust
Common Stock								10,000,000	I(7)	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	07/30/2025		M(1)			2,250	03/22/2020(8)	03/22/2026	Common Stock	2,250	$0	148,622	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 $263.6500 to $264.6300 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 $264.8000 to $265.7287 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 $265.8300 to $266.8136 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 $266.8319 to $267.6329 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. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.

8. 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/ Sarah Dale, Attorney-in-Fact for Marc Benioff	07/31/2025
	** 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

How many new shares did MCVT issue in the 2025 private placement?

75,881,625 common shares plus 7,144,205 pre-funded warrant shares were issued.

What will Mill City Ventures do with the offering proceeds?

Management intends to buy SUI tokens and other crypto assets; only 2 % goes to its lending business.

Who managed the offering for MCVT?

A.G.P./Alliance Global Partners acted as sole placement agent, earning cash fees and 3,113,469 warrants.

Did the board of Mill City Ventures change?

Yes. Lyle Berman resigned; Marius Barnett (Chair) and Dana Wagner were appointed, expanding the board to five.

What are the key terms of the Galaxy Digital asset-management mandate?

Galaxy will manage the first $750 m in digital assets for a 0.60-0.80 % annual fee (minimum $1 m) under a long-only SUI strategy.

How long are the newly issued warrants exercisable?

Most investor, management and placement-agent warrants are exercisable for five years from issuance.