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Salesforce (NYSE: CRM) CEO covers RSU tax bill with 22,560 shares

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

Rhea-AI Filing Summary

Salesforce, Inc. Chair and CEO Marc Benioff reported a routine tax-related share disposition. 22,560 shares of common stock were withheld at $189.80 per share to satisfy his tax liability upon vesting and settlement of a performance-based restricted stock unit award.

After this tax-withholding event, Benioff directly holds 11,934,486 shares of Salesforce common stock. He also indirectly holds 10,000,000 shares through Marc Benioff Fund LLC and 107,000 shares through a trust, reflecting a substantial continuing ownership stake.

Positive

  • None.

Negative

  • None.
Insider Benioff Marc
Role Chair and CEO
Type Security Shares Price Value
Tax Withholding Common Stock 22,560 $189.80 $4.28M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 11,934,486 shares (Direct, null); Common Stock — 107,000 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of shares earned pursuant to a performance-based restricted stock unit award. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
Shares withheld for taxes 22,560 shares Withheld to satisfy tax liability on RSU vesting
Withholding price per share $189.80 per share Value used for tax-withholding disposition
Direct holdings after transaction 11,934,486 shares Common stock directly held after tax withholding
Holdings via Marc Benioff Fund LLC 10,000,000 shares Indirect common stock ownership through the fund
Holdings via trust 107,000 shares Indirect common stock ownership held in a trust
performance-based restricted stock unit award financial
"shares earned pursuant to a performance-based restricted stock unit award"
tax liability financial
"withheld to satisfy the reporting person's tax liability upon vesting"
withheld financial
"Represents shares withheld to satisfy the reporting person's tax liability"
Revocable Trust financial
"Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Fund LLC financial
"Shares held in the Marc Benioff Fund LLC (the "Fund")"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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 CALIFORNIA 94105
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Salesforce, Inc. [ CRM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chair and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/22/2026F22,560(1)D$189.811,934,486D(2)
Common Stock107,000IBy Trust
Common Stock10,000,000I(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of shares earned pursuant to a performance-based restricted stock unit award.
2. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust.
3. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
/s/ Andrew Leeds, Attorney-in-Fact for Marc Benioff04/23/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Salesforce (CRM) CEO Marc Benioff report in this Form 4?

Marc Benioff reported a tax-related share withholding. 22,560 Salesforce common shares were withheld to cover his tax liability from vesting of a performance-based RSU award, rather than sold on the open market, and his overall share ownership remains very large.

How many Salesforce (CRM) shares were withheld for Marc Benioff’s taxes?

22,560 Salesforce common shares were withheld. These shares, valued at $189.80 each, were used to satisfy Marc Benioff’s tax liability tied to vesting and settlement of a performance-based restricted stock unit award.

What is Marc Benioff’s direct Salesforce (CRM) shareholding after this event?

Marc Benioff directly holds 11,934,486 Salesforce shares. This figure reflects his direct ownership after 22,560 shares were withheld for tax obligations related to the vesting of a performance-based restricted stock unit award.

What indirect Salesforce (CRM) holdings does Marc Benioff have?

Marc Benioff indirectly holds shares via a fund and a trust. He has 10,000,000 shares through the Marc Benioff Fund LLC and 107,000 shares held in a trust, in addition to his substantial direct holdings.

Was Marc Benioff’s Salesforce (CRM) transaction an open-market sale?

No, it was not an open-market sale. The 22,560 Salesforce shares were withheld by the company to satisfy Marc Benioff’s tax liability upon vesting of a performance-based RSU award, a common administrative transaction.

What triggered the tax withholding of Salesforce (CRM) shares for Marc Benioff?

The withholding was triggered by RSU vesting. Shares were withheld when a performance-based restricted stock unit award vested and settled, creating a tax obligation that was met using 22,560 Salesforce shares at $189.80 each.