STOCK TITAN

Benioff Executes Option, Sells 2,250 CRM Shares Under 10b5-1 Plan

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

Rhea-AI Filing Summary

Marc Benioff, Chair and CEO of Salesforce, executed equity transactions on 09/16/2025 under a Rule 10b5-1 plan adopted January 9, 2025. He exercised a non-qualified stock option to acquire 2,250 shares at an exercise price of $161.50 and concurrently sold 2,250 shares in multiple open-market transactions at weighted average prices ranging approximately from $237.49 to $242.52 (broken into several weighted-average sales lines). After these trades, his direct beneficial ownership is reported in the low‑11.9 million share range, with additional indirect holdings of 107,000 shares by trust and 10,000,000 shares held through the Marc Benioff Fund LLC.

Positive

  • Trades executed pursuant to a Rule 10b5-1 plan, indicating preplanned and automated execution rather than opportunistic timing
  • Option exercise and sale executed on same date, showing orderly disposal of acquired shares under the plan
  • Beneficial ownership disclosure is comprehensive, including direct holdings, trust holdings, and Fund holdings

Negative

  • Insider sales of 2,250 shares were reported; weighted average sale prices ranged approximately from $237.49 to $242.52
  • Direct beneficial ownership modestly decreased in the reported lines (from 11,913,821 to 11,911,571 shares across the reported transactions)

Insights

TL;DR: Routine option exercise and coordinated sales under a 10b5-1 plan; no new material disclosure about company performance.

The reported activity shows a contemporaneous exercise of an in‑the‑money option and the sale of the resulting shares executed pursuant to a preexisting Rule 10b5-1 trading plan. The exercise price of $161.50 is substantially below the weighted average sale prices reported (~$237–$242), indicating a gain on the exercised options for the reporting person, but this filing contains no operational or financial data about Salesforce itself. For investors, the filing primarily documents insider liquidity rather than a signal about company fundamentals.

TL;DR: Insider used an established 10b5-1 plan, providing procedural compliance and reduced signaling risk.

The disclosure confirms the trades were effected automatically under a 10b5-1 plan adopted January 9, 2025, which helps demonstrate compliance with insider trading rules and limits concerns about opportunistic timing. The filing also discloses indirect holdings via trust and an LLC, clarifying control and beneficial ownership. This is a routine compliance disclosure rather than a governance red flag.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($539K)
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 171 $237.901 $41K
Sale Common Stock 1,076 $239.304 $257K
Sale Common Stock 766 $239.9858 $184K
Sale Common Stock 112 $241.3586 $27K
Sale Common Stock 125 $242.0034 $30K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 74,372 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 $237.4932 to $238.4030 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 $238.6653 to $239.6626 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 $239.6886 to $240.6719 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 $240.6993 to $241.6890 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 $241.7762 to $242.5200 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)
09/16/2025
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 09/16/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 09/16/2025 S(1) 171 D $237.901(3) 11,913,650 D(2)
Common Stock 09/16/2025 S(1) 1,076 D $239.304(4) 11,912,574 D(2)
Common Stock 09/16/2025 S(1) 766 D $239.9858(5) 11,911,808 D(2)
Common Stock 09/16/2025 S(1) 112 D $241.3586(6) 11,911,696 D(2)
Common Stock 09/16/2025 S(1) 125 D $242.0034(7) 11,911,571 D(2)
Common Stock 107,000 I By Trust
Common Stock 10,000,000 I(8) 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 09/16/2025 M(1) 2,250 03/22/2020(9) 03/22/2026 Common Stock 2,250 $0 74,372 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 $237.4932 to $238.4030 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 $238.6653 to $239.6626 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 $239.6886 to $240.6719 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 $240.6993 to $241.6890 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 $241.7762 to $242.5200 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. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
9. 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 09/17/2025
** 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 transactions did Marc Benioff report on Form 4 for CRM?

He exercised 2,250 shares via a non‑qualified stock option at $161.50 and sold 2,250 shares in multiple transactions on 09/16/2025 under a 10b5‑1 plan.

Were Marc Benioff's trades made under a trading plan?

Yes. The filing states the trades were effected automatically pursuant to a Rule 10b5‑1 trading plan adopted on January 9, 2025.

How many Salesforce shares does Benioff beneficially own after these transactions?

Direct beneficial ownership is reported in the filings around 11.91 million shares, plus 107,000 shares held by trust and 10,000,000 shares held indirectly via Marc Benioff Fund LLC.

What were the sale price ranges for the shares sold?

Sales occurred at weighted-average prices with ranges disclosed across multiple transactions approximately between $237.49 and $242.52.

Did the filing disclose whether the option vests or had vesting terms?

Yes. The exercised option originally vests over four years with 25% vesting on the first anniversary (March 22, 2020) and the remainder monthly over 36 months; the option exercised had an original grant date of 03/22/2020.