STOCK TITAN

Salesforce CEO Executes 10b5-1 Plan: 2,250 Shares Exercised and Sold

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Marc Benioff, Chair and CEO of Salesforce (CRM), executed option-related transactions on 08/20/2025 under a Rule 10b5-1 trading plan adopted January 9, 2025. He acquired 2,250 shares via exercise of non-qualified stock options with a conversion/exercise price of $161.50 per share and simultaneously sold a total of 2,250 shares in multiple transactions at weighted-average prices of $245.5134, $246.3727 and $247.0738, reducing his direct beneficial ownership from 11,913,821 to 11,911,571 shares. The filing also discloses indirect holdings of 107,000 shares held by trust and 10,000,000 shares held by the Marc Benioff Fund LLC. The reporting person states the sales were effected automatically pursuant to the 10b5-1 plan and provides price ranges for the multiple sale tranches.

Positive

  • Transactions executed under a Rule 10b5-1 plan, showing documented pre-arranged trading and compliance protocols
  • Exercise-and-sell completed without materially changing total beneficial ownership; large indirect holdings remain (10,000,000 via Fund)

Negative

  • Insider sales of 2,250 shares were reported, which some investors may interpret as a negative signal despite being pre-planned

Insights

TL;DR: CEO exercised 2,250 options and sold the same number of shares under a 10b5-1 plan, leaving substantial remaining ownership.

The transactions show a routine option exercise and immediate disposition of the resulting shares under a pre-established trading plan. The exercise price of $161.50 per share and sale weighted-average prices between about $244.91 and $247.31 reflect a realized spread on the exercised options. The change in direct beneficial ownership is modest in absolute and percentage terms versus the reporting person's multi-million share holdings, and significant indirect holdings remain (107,000 by trust; 10,000,000 by Marc Benioff Fund LLC).

TL;DR: Transactions were processed under a documented 10b5-1 plan, indicating pre-planned, compliant insider trading activity.

The filing explicitly notes the trades were effected automatically pursuant to a Rule 10b5-1 trading plan adopted January 9, 2025, which supports an affirmative defense against insider-trading allegations if conditions are met. The disclosure includes granular weighted-average sale price ranges and identifies the nature of indirect ownership (trust and LLC). The filing is signed by an attorney-in-fact, consistent with authorized reporting practices.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($554K)
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 904 $245.5134 $222K
Sale Common Stock 1,203 $246.3727 $296K
Sale Common Stock 143 $247.0738 $35K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 114,872 shares (Direct); Common Stock — 11,913,821 shares (Direct); Common Stock — 107,000 shares (Indirect, By Trust)
Footnotes (1)
  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 $244.9120 to $245.8999 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 $245.9231 to $246.8906 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 $246.9174 to $247.3052 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.
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)
08/20/2025
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 08/20/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 08/20/2025 S(1) 904 D $245.5134(3) 11,912,917 D(2)
Common Stock 08/20/2025 S(1) 1,203 D $246.3727(4) 11,911,714 D(2)
Common Stock 08/20/2025 S(1) 143 D $247.0738(5) 11,911,571 D(2)
Common Stock 107,000 I By Trust
Common Stock 10,000,000 I(6) 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 08/20/2025 M(1) 2,250 03/22/2020(7) 03/22/2026 Common Stock 2,250 $0 114,872 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 $244.9120 to $245.8999 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 $245.9231 to $246.8906 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 $246.9174 to $247.3052 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. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
7. 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 08/21/2025
** 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 did Marc Benioff report on Form 4 for CRM on 08/20/2025?

The filing shows an exercise of 2,250 non-qualified stock options at a conversion price of $161.50 and concurrent sales of 2,250 shares at weighted-average prices of approximately $245.51, $246.37 and $247.07.

Were these trades part of a pre-arranged plan?

Yes. The reporting person checked the box and states the transactions were effected automatically pursuant to a Rule 10b5-1 trading plan adopted January 9, 2025.

How did these transactions affect Benioff's holdings in Salesforce (CRM)?

Direct beneficial ownership decreased from 11,913,821 shares to 11,911,571 shares following the reported transactions; additional indirect holdings include 107,000 shares by trust and 10,000,000 shares by the Marc Benioff Fund LLC.

What prices were the sold shares executed at?

The sales occurred in multiple transactions with weighted-average prices reported as $245.5134, $246.3727 and $247.0738; the filing gives inclusive per-tranche price ranges for the underlying sales.

Who signed the Form 4 filing for Marc Benioff?

The Form 4 is signed by Andrew Leeds, Attorney-in-Fact for Marc Benioff dated 08/21/2025.