STOCK TITAN

Salesforce CEO Benioff Executes 10b5-1 Trades: 2,250 Options Exercised, 2,250 Shares Sold

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

Rhea-AI Filing Summary

Marc Benioff, Chair and CEO of Salesforce (CRM), reported matched option exercise and share sales executed under a Rule 10b5-1 plan. On 09/22/2025 he exercised 2,250 non-qualified stock options with an exercise price of $161.50 and concurrently sold 2,250 shares in multiple transactions at weighted-average prices ranging from $243.6876 to $250.4400. Following these transactions the filing shows 11,911,571 shares directly owned, 107,000 shares indirectly by trust, and 10,000,000 shares indirectly held by the Marc Benioff Fund LLC. The filing indicates the trades were effected automatically pursuant to a 10b5-1 plan adopted January 9, 2025.

Positive

  • Transactions executed under a Rule 10b5-1 plan, indicating pre-scheduled trades and an affirmative defense to insider trading concerns
  • Full disclosure of ownership including direct holdings, trust holdings (107,000 shares), and Fund holdings (10,000,000 shares)

Negative

  • None.

Insights

TL;DR: Matched option exercise and sales executed under a 10b5-1 plan, showing compliance with an automated trading program.

The filing documents a routine Section 16 transaction by the company's CEO and Chair. The reporting person exercised 2,250 options at $161.50 and sold an equal number of shares in multiple tranches at weighted-average sale prices between approximately $243.69 and $250.44. The form explicitly states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted January 9, 2025, which is a standard mechanism for pre-scheduled insider trades to mitigate potential insider trading concerns. Ownership disclosures list both direct and indirect holdings, including 10,000,000 shares held by the Marc Benioff Fund LLC.

TL;DR: Transaction is neutral from the filing: option exercise funded by contemporaneous sales under a 10b5-1 plan; holdings disclosed.

The Form 4 shows an exercise of non-qualified options that resulted in acquisition of 2,250 shares and sales of 2,250 shares the same day, producing no net change in the reported number of direct shares. The sales occurred across several price points; weighted-average sale prices are provided for each tranche. The filing lists total reported direct ownership of 11,911,571 shares and indirect holdings via trust and fund. No additional compensatory or extraordinary transactions are disclosed.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($558K)
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 129 $244.0829 $31K
Sale Common Stock 251 $245.0798 $62K
Sale Common Stock 186 $246.5592 $46K
Sale Common Stock 605 $248.3157 $150K
Sale Common Stock 695 $249.3653 $173K
Sale Common Stock 384 $250.0957 $96K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 65,372 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 $243.6876 to $244.4282 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 $244.7100 to $245.6400 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 $246.0600 to $246.9200 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 $247.7900 to $248.7600 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 $248.8427 to $249.7100 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 $249.9100 to $250.4400 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)
09/22/2025
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 09/22/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 09/22/2025 S(1) 129 D $244.0829(3) 11,913,692 D(2)
Common Stock 09/22/2025 S(1) 251 D $245.0798(4) 11,913,441 D(2)
Common Stock 09/22/2025 S(1) 186 D $246.5592(5) 11,913,255 D(2)
Common Stock 09/22/2025 S(1) 605 D $248.3157(6) 11,912,650 D(2)
Common Stock 09/22/2025 S(1) 695 D $249.3653(7) 11,911,955 D(2)
Common Stock 09/22/2025 S(1) 384 D $250.0957(8) 11,911,571 D(2)
Common Stock 107,000 I By Trust
Common Stock 10,000,000 I(9) 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 09/22/2025 M(1) 2,250 03/22/2020(10) 03/22/2026 Common Stock 2,250 $0 65,372 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 $243.6876 to $244.4282 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 $244.7100 to $245.6400 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 $246.0600 to $246.9200 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 $247.7900 to $248.7600 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 $248.8427 to $249.7100 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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $249.9100 to $250.4400 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.
9. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
10. 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 09/23/2025
** 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 Salesforce (CRM)?

He reported exercising 2,250 non-qualified stock options at $161.50 and selling 2,250 shares on 09/22/2025, executed under a Rule 10b5-1 plan.

Were the sales by Marc Benioff part of a prearranged trading 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 Salesforce shares does Marc Benioff report owning after these transactions?

The Form 4 reports 11,911,571 shares directly owned, 107,000 indirectly held by trust, and 10,000,000 indirectly held by the Marc Benioff Fund LLC.

What prices were the shares sold at in the reported transactions?

Shares were sold in multiple transactions with weighted-average prices shown across tranches, ranging from approximately $243.6876 to $250.4400.

What option information is disclosed in the Form 4?

The exercised non-qualified stock options had an exercise price of $161.50, were granted 03/22/2020, vesting completed per the grant schedule, and 65,372 options remain listed as beneficially owned following reported transactions.