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Benioff 10b5-1 Plan: 2,250 Options Exercised and Shares Sold at ~$243–$247

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

Rhea-AI Filing Summary

Marc Benioff, Chair and CEO of Salesforce, reported transactions on Form 4 showing activity on 09/19/2025 executed under a Rule 10b5-1 trading plan adopted January 9, 2025. He exercised 2,250 non-qualified stock options with an exercise price of $161.50 and immediately acquired 2,250 shares. On the same date he sold a total of 2,250 common shares in multiple transactions at weighted average prices ranging from $243.49 to $247.19, producing weighted-average sale prices listed by lot. Following these transactions, he directly beneficially owns 11,911,571–11,913,821 shares across direct and trust holdings and indirectly holds 10,107,000 shares via trusts and Marc Benioff Fund LLC.

Positive

  • Transactions were executed under a Rule 10b5-1 plan, indicating pre-arranged trades and reducing concerns about opportunistic insider trading
  • Clear disclosure of direct and indirect holdings, including trusts and Marc Benioff Fund LLC, improving transparency

Negative

  • Insider sales totaling 2,250 shares were reported on the same date as an option exercise, which represents executive liquidity
  • Weighted-average sale prices span a wide range ($243.49–$247.19), with per-lot sale counts not detailed in the filing (offered on request)

Insights

TL;DR: Routine option exercise and coordinated share sales under a 10b5-1 plan; transparency maintained through disclosures.

The filing documents an option exercise and contemporaneous share sales executed pursuant to a pre-established Rule 10b5-1 trading plan, which is commonly used by executives to avoid impermissible insider trading. The report includes weighted-average sale prices across multiple trade lots and details of direct and indirect holdings, including trust and LLC ownership. For governance, the presence of a 10b5-1 plan and clear disclosure of indirect holdings enhances transparency, though investors may note insider selling volume relative to total holdings.

TL;DR: Option exercise at $161.50 followed by matched share sales at ~$243–$247; net share count remains large.

From a securities perspective, the exercise of 2,250 options at $161.50 created an immediate non-derivative position that was subsequently sold in multiple tranches at weighted-average prices between $243.49 and $247.19. The filing quantifies both direct and indirect beneficial ownership across trusts and an LLC, and the reporter offers to provide exact per-lot sale counts on request. This is a routine executive liquidity event documented under a 10b5-1 plan; it does not by itself disclose company performance metrics.

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)
09/19/2025
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 09/19/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 09/19/2025 S(1) 235 D $243.8865(3) 11,913,586 D(2)
Common Stock 09/19/2025 S(1) 668 D $245.2011(4) 11,912,918 D(2)
Common Stock 09/19/2025 S(1) 978 D $246.0124(5) 11,911,940 D(2)
Common Stock 09/19/2025 S(1) 369 D $246.8575(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 09/19/2025 M(1) 2,250 03/22/2020(8) 03/22/2026 Common Stock 2,250 $0 67,622 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 $243.4885 to $244.3428 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 $244.4968 to $245.4863 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 $245.5071 to $246.4628 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 $246.7000 to $247.1900 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 09/22/2025
** 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 09/19/2025?

He exercised 2,250 options at $161.50 and sold 2,250 common shares in multiple transactions executed under a Rule 10b5-1 plan.

Were the trades conducted under a 10b5-1 trading plan?

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

How many Salesforce shares does Marc Benioff beneficially own after the transactions?

Directly: approximately 11.91 million shares (reported as 11,911,571 to 11,913,821 across lines) and indirectly: 10,107,000 shares via trusts and Marc Benioff Fund LLC.

At what prices were the shares sold?

Weighted-average sale prices ranged roughly from $243.49 to $247.19, with exact per-lot sale counts available upon request as noted in the filing.

Was the option exercise immediately followed by sales?

Yes. The Form 4 shows the option exercise (2,250 shares) and matching non-derivative sales of 2,250 shares on 09/19/2025.
Salesforce Com Inc

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