Salesforce CEO Benioff executes 10b5-1 plan: option exercise and sales on 08/28/2025
Rhea-AI Filing Summary
Marc Benioff, Chair and CEO of Salesforce, executed and reported securities transactions on 08/28/2025 under a Rule 10b5-1 trading plan adopted 01/09/2025. He exercised 2,250 non-qualified stock options with an exercise price of $161.50 and the underlying 2,250 common shares were sold in multiple transactions at weighted-average prices ranging from $251.2845 to $255.2865, resulting in an incremental net reduction of his direct holdings from 11,913,821 to 11,911,571 shares.
The filing shows indirect holdings of 107,000 shares by a trust and 10,000,000 shares held by Marc Benioff Fund LLC. All information reported is transactional and routine: an option exercise followed by sales effected pursuant to a pre-established trading plan.
Positive
- Transactions executed pursuant to a Rule 10b5-1 plan, which promotes transparency and reduces timing concerns
- Full disclosure of weighted-average sale prices and price ranges for the multiple tranches sold on 08/28/2025
- Limited net change in direct ownership, a small reduction of 2,250 shares from reported holdings
Negative
- Large concentration of indirect holdings remains (10,000,000 shares in Marc Benioff Fund LLC), which may sustain governance voting concentration
- Immediate sale following option exercise results in no long-term increase in personally held common shares from the exercised options
Insights
TL;DR Routine option exercise and matched sales under a 10b5-1 plan; minimal change to total beneficial ownership.
The filing documents a standard insider liquidity event: exercise of 2,250 options at $161.50 and immediate disposition of the 2,250 underlying shares in multiple tranches at weighted-average prices between $251.28 and $255.29 on 08/28/2025. The trades were executed pursuant to a Rule 10b5-1 plan adopted 01/09/2025, which reduces the risk of signaling or timing disclosure. Direct beneficial ownership decreased marginally by 2,250 shares to 11,911,571. From an investor-impact perspective, the event is routine and immaterial to company operations or capital structure.
TL;DR Transactions follow an established 10b5-1 plan, indicating pre-planned dispositions rather than opportunistic sales.
The report clearly states the trades were effected automatically under a 10b5-1 trading plan adopted 01/09/2025, and includes granular weighted-average price ranges for the multiple sale tranches. Disclosure of indirect holdings (107,000 by trust; 10,000,000 by Marc Benioff Fund LLC) provides transparency on concentrated ownership. This filing reflects compliant insider reporting and standard governance practice for executive liquidity events.
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 | 89 | $251.2845 | $22K |
| Sale | Common Stock | 564 | $252.4957 | $142K |
| Sale | Common Stock | 400 | $253.3896 | $101K |
| Sale | Common Stock | 745 | $254.6108 | $190K |
| Sale | Common Stock | 452 | $255.2865 | $115K |
| 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 $250.8278 to $251.6500 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 $251.9142 to $252.9013 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 $252.9477 to $253.7700 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 $254.0430 to $255.0000 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 $255.0649 to $255.5272 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.
