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Salesforce CEO Benioff exercises options, sells shares

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Salesforce Chair and CEO Marc Benioff exercised a non-qualified stock option to acquire 2,250 shares of common stock at an exercise price of $161.5000 per share on September 25, 2025, then sold 2,250 shares in several tranches at weighted-average prices of $240.3364, $241.3977, $242.2245, $243.0281 and $244.2012 per share. A footnote notes that a reported transaction was effected automatically under a Rule 10b5-1 trading plan adopted January 9, 2025. After these transactions he reports 11,911,571 Salesforce common shares held directly, alongside additional indirect holdings through a trust and the Marc Benioff Fund LLC.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine insider option exercise and programmed sales under a 10b5-1 plan; no new compensation grants or unusual disclosures.

The filing documents an automatic exercise of 2,250 non-qualified options at a $161.50 exercise price and contemporaneous sales of 2,250 common shares in multiple tranches at weighted-average prices between approximately $239.78 and $244.50. Ownership schedules show 11,913,821 total beneficially owned shares, including positions held in trust and by the Marc Benioff Fund LLC. Transactions were executed under a Rule 10b5-1 plan adopted January 9, 2025, and reported by attorney-in-fact. This filing is procedural and informational for investors tracking insider activity.

TL;DR: Disclosure aligns with compliance norms: 10b5-1 plan use and exercise/sale reporting are properly documented.

The Form 4 discloses both option exercise and multiple share sales on the same date, with clear explanations of pricing ranges and the existence of a 10b5-1 trading plan adopted January 9, 2025. Beneficial ownership details identify direct and indirect holdings, including trust and LLC positions. The filing includes the attorney-in-fact signature, meeting filing formalities. No additional governance events or amendments are reported.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($543K)
Approx. gross sale proceeds $543K
Approx. exercise cost $363K
Approx. pre-tax spread $180K
Type Security Shares Price Value
Exercise Non-qualified Stock Option (Right to Buy) 2,250 $0.00 $0.00
Exercise Common Stock 2,250 $161.50 $363K
Sale Common Stock 931 $240.3364 $224K
Sale Common Stock 370 $241.3977 $89K
Sale Common Stock 575 $242.2245 $139K
Sale Common Stock 178 $243.0281 $43K
Sale Common Stock 196 $244.2012 $48K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 58,622 contracts (Direct); Common Stock — 11,911,571 shares (Direct); Common Stock — 107,000 shares (Indirect, By Trust); Common Stock — 10,000,000 shares (Indirect, By Marc Benioff Fund LLC)
Footnotes (9)
  1. F1. 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. F2. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust.
  3. F3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $239.7800 to $240.7739 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. F4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $240.8000 to $241.7900 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. F5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $241.8000 to $242.7248 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. F6. Weighted average price. These shares were sold in multiple transactions at prices ranging from $242.8800 to $243.1942 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. F7. Weighted average price. These shares were sold in multiple transactions at prices ranging from $244.0200 to $244.5000 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. F8. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
  9. F9. 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.
Non-qualified option exercised 2250.0000 shares Underlying common stock acquired on 2025-09-25 at $161.5000 per share
Common shares sold 2250 shares Aggregate common shares sold on 2025-09-25 across reported tranches
Sale price tranche 1 $240.3364 per share 931 shares of common stock sold on 2025-09-25
Direct common shares held 11,911,571 shares Post-transaction direct holding of Salesforce common stock
Indirect shares by trust 107000.0000 shares Common stock held indirectly "By Trust" as of 2025-09-25
Indirect shares by Marc Benioff Fund LLC 10000000.0000 shares Common stock held indirectly via Marc Benioff Fund LLC
Non-qualified Stock Option financial
"Security title listed as Non-qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Rule 10b5-1 trading plan regulatory
"Transaction was effected automatically pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Weighted average price financial
"Weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Revocable Trust financial
"Shares held 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.
Marc Benioff Fund LLC financial
"Shares held in the Marc Benioff Fund LLC (the "Fund")"

FAQ

What insider transactions did Salesforce (CRM) CEO Marc Benioff report?

Marc Benioff exercised a non-qualified option for 2,250 shares and sold 2,250 common shares on September 25, 2025. After these transactions, he reports holding 11,911,571 Salesforce common shares directly, plus additional indirect positions through a trust and the Marc Benioff Fund LLC.

What were the terms of Marc Benioff’s stock option in Salesforce (CRM)?

The non-qualified stock option covered 2,250 shares at an exercise price of $161.5000 per share. A footnote explains it vests over four years, with 25% on March 22, 2020 and the remaining shares vesting in equal monthly installments over the next 36 months.

At what prices did Marc Benioff sell Salesforce (CRM) shares?

Benioff’s 2,250 common shares were sold in several tranches at weighted-average prices of $240.3364, $241.3977, $242.2245, $243.0281 and $244.2012 per share. Footnotes state these averages reflect multiple trades within specified price ranges on September 25, 2025.

Was Marc Benioff’s Salesforce (CRM) share activity under a Rule 10b5-1 plan?

A footnote indicates that a reported transaction was effected automatically under a Rule 10b5-1 trading plan adopted January 9, 2025. Such plans pre-arrange trades, reducing the significance of short-term price movements in interpreting the timing of this insider activity.

How many Salesforce (CRM) shares does Marc Benioff hold directly and indirectly?

In addition to 11,911,571 direct shares, Benioff reports 107000.0000 shares of common stock held indirectly “By Trust” and 10000000.0000 shares held indirectly through the Marc Benioff Fund LLC. These entities hold the shares, though he is the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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).
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)
09/25/2025
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 09/25/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 09/25/2025 S(1) 931 D $240.3364(3) 11,912,890 D(2)
Common Stock 09/25/2025 S(1) 370 D $241.3977(4) 11,912,520 D(2)
Common Stock 09/25/2025 S(1) 575 D $242.2245(5) 11,911,945 D(2)
Common Stock 09/25/2025 S(1) 178 D $243.0281(6) 11,911,767 D(2)
Common Stock 09/25/2025 S(1) 196 D $244.2012(7) 11,911,571 D(2)
Common Stock 107,000 I By Trust
Common Stock 10,000,000 I(8) 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 09/25/2025 M(1) 2,250 03/22/2020(9) 03/22/2026 Common Stock 2,250 $0 58,622 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 $239.7800 to $240.7739 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 $240.8000 to $241.7900 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 $241.8000 to $242.7248 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 $242.8800 to $243.1942 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 $244.0200 to $244.5000 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. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
9. 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 09/26/2025
** 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.

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