STOCK TITAN

Marc Benioff Executes 10b5-1 Plan: 2,250 Option Exercise and Sales

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

Rhea-AI Filing Summary

Marc R. Benioff, Chair and CEO of Salesforce, reported option exercise and share sales on 08/08/2025. He exercised 2,250 non‑qualified stock options with an exercise price of $161.50 per share and, in related transactions, sold a total of 2,250 shares in multiple trades at weighted average prices reported in the filing (individual price ranges provided). The filing states these transactions were executed automatically under a Rule 10b5-1 trading plan adopted on January 9, 2025. After the transactions the reporting person beneficially owned 11,911,571 shares directly; additionally, 107,000 shares are held in trust and 10,000,000 shares are held indirectly by the Marc Benioff Fund LLC. The report also shows 132,872 derivative securities (options) beneficially owned following the transactions.

Positive

  • Transactions executed under a Rule 10b5-1 trading plan, adopted January 9, 2025, indicating pre-planned execution.
  • Comprehensive disclosure including exercise price, sale price ranges, and post-transaction beneficial ownership figures.

Negative

  • None.

Insights

TL;DR: CEO exercised 2,250 options and sold 2,250 shares under a pre-established 10b5-1 plan; holdings remain substantial.

The Form 4 discloses a routine option exercise and concurrent disposition of 2,250 shares on 08/08/2025, executed under a Rule 10b5-1 plan adopted 01/09/2025. The exercise price was $161.50 and the sales occurred in multiple tranches with weighted average prices reported across specified ranges. The transaction size is small relative to the reported direct and indirect holdings, and disclosure includes detailed price ranges and post‑trade beneficial ownership figures, supporting transparency and compliance.

TL;DR: Trades appear pre-planned and disclosed properly, signaling procedural compliance rather than ad hoc insider selling.

The filing explicitly states the trades were effected automatically pursuant to a Rule 10b5-1 plan adopted earlier in the year, which is important for governance and compliance disclosure. The report itemizes the option exercise, subsequent sales, and provides post-transaction ownership and the existence of indirect holdings via trust and an LLC. From a governance perspective, the level of detail and the use of a trading plan reduce concerns about opportunistic timing, though the filing does not provide any additional context beyond mechanics and quantities.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($541K)
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 98 $238.5434 $23K
Sale Common Stock 726 $239.7597 $174K
Sale Common Stock 1,017 $240.4709 $245K
Sale Common Stock 409 $241.4631 $99K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 132,872 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 $238.0818 to $239.0094 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 $239.1300 to $240.1157 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 $240.1299 to $241.1149 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 $241.1300 to $241.8000 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)
08/08/2025
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 08/08/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 08/08/2025 S(1) 98 D $238.5434(3) 11,913,723 D(2)
Common Stock 08/08/2025 S(1) 726 D $239.7597(4) 11,912,997 D(2)
Common Stock 08/08/2025 S(1) 1,017 D $240.4709(5) 11,911,980 D(2)
Common Stock 08/08/2025 S(1) 409 D $241.4631(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 08/08/2025 M(1) 2,250 03/22/2020(8) 03/22/2026 Common Stock 2,250 $0 132,872 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 $238.0818 to $239.0094 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 $239.1300 to $240.1157 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 $240.1299 to $241.1149 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 $241.1300 to $241.8000 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/ Andrew Leeds, Attorney-in-Fact for Marc Benioff 08/11/2025
** 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 do on 08/08/2025 (CRM)?

He exercised 2,250 non-qualified options at an exercise price of $161.50 and sold 2,250 shares in multiple transactions on that date.

Were these trades pre-planned under a 10b5-1 plan?

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

How many shares does Benioff beneficially own after the transactions?

The filing reports 11,911,571 shares beneficially owned directly after the transactions, plus 107,000 shares held in trust and 10,000,000 held indirectly by Marc Benioff Fund LLC.

What prices were the sold shares transacted at?

The filing provides weighted average prices and ranges: sales occurred within price ranges of $238.0818–$239.0094, $239.1300–$240.1157, $240.1299–$241.1149, and $241.1300–$241.8000 as noted in the explanations.

How many derivative securities does he hold after the transactions?

Table II reports 132,872 derivative securities (options) beneficially owned following the reported transactions.