Salesforce CEO Marc Benioff Executes Option Exercise and Sale Under 10b5-1 Plan
Rhea-AI Filing Summary
Marc Benioff, Chair and CEO of Salesforce (CRM), reported Rule 10b5-1 plan trades on Form 4. On 08/25/2025 he exercised 2,250 non-qualified stock options with a $161.50 exercise price, acquiring 2,250 shares. That same day he sold a matching aggregate of 2,250 shares in multiple transactions: 1,761 shares at a weighted average of $247.3368, 412 shares at $248.2744, and 77 shares at $249.1571. Following these transactions his direct beneficial ownership is reported as 11,911,571 shares. He also reports 107,000 shares held indirectly by trust and 10,000,000 shares indirectly via Marc Benioff Fund LLC. The option balance following the reported transaction is 108,122 options.
Positive
- Transactions executed under a 10b5-1 plan, providing affirmative defense for pre-planned trades
- Full disclosure of exercise and sales including weighted-average price ranges and exact share counts
- Substantial indirect holdings remain (10,000,000 shares via Marc Benioff Fund LLC and 107,000 by trust)
Negative
- None.
Insights
TL;DR: CEO exercised options and sold the same number of shares under a 10b5-1 plan; significant indirect holdings remain.
The filing shows a routine insider exercise-and-sell executed under a 10b5-1 trading plan adopted January 9, 2025, which provides affirmative defense to insider trading claims. The numbers are explicit: 2,250 options exercised at $161.50 and 2,250 shares sold across three price bands yielding weighted average sale prices between $247.34 and $249.16. Direct ownership decreased marginally from 11,913,821 to 11,911,571 shares, while material indirect holdings remain (107,000 by trust and 10,000,000 via the Marc Benioff Fund LLC). For investors this is a disclosure of liquidity activity, not an operational update.
TL;DR: Transactions were pre-planned under a 10b5-1 plan and properly disclosed; substantial indirect ownership persists.
The form clearly indicates the checkbox showing transactions were effected pursuant to a Rule 10b5-1 plan adopted January 9, 2025, which is standard practice for insiders to schedule trades. The filing includes detailed weighted-average price ranges for multiple sale tranches and identifies ownership held directly and indirectly. The disclosure appears complete and signed by an attorney-in-fact, meeting Form 4 requirements. No governance red flags are evident from this single filing alone.
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 | 1,761 | $247.3368 | $436K |
| Sale | Common Stock | 412 | $248.2744 | $102K |
| Sale | Common Stock | 77 | $249.1571 | $19K |
| 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 $246.9152 to $247.8500 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 $247.9680 to $248.9300 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 $248.9700 to $249.3700 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.
