Marc Benioff Files Form 4: 2,250-Share Option Exercise and Sales Under 10b5-1 (CRM)
Rhea-AI Filing Summary
Marc Benioff, Chair and CEO of Salesforce, filed a Form 4 reporting transactions on 09/24/2025 executed under a Rule 10b5-1 plan adopted January 9, 2025. The filing shows he exercised a non-qualified stock option to acquire 2,250 shares at an exercise price of $161.50 and sold an aggregate 2,250 shares in multiple transactions at weighted-average prices falling within $243.74–$248.39 ranges. Following these transactions, the filing reports 11,911,571 shares beneficially owned directly and 10,107,000 shares beneficially owned indirectly (107,000 by trust; 10,000,000 by Marc Benioff Fund LLC). The option exercised vests over a four-year schedule beginning March 22, 2020, and the option exercised had zero cash cost reported upon exercise in this filing.
Positive
- Option exercise disclosed: Acquisition of 2,250 shares via exercise at $161.50 is clearly reported
- Rule 10b5-1 plan used: Transactions were effected under a pre-established trading plan adopted January 9, 2025, which clarifies timing
Negative
- Insider sales: Aggregate disposition of 2,250 shares on 09/24/2025 at weighted-average prices within $243.74–$248.39 ranges
- Net direct beneficial ownership changed: Reported direct holdings after transactions are 11,911,571 shares (reflecting the reported disposals)
Insights
TL;DR: CEO exercised options and sold an equal number of shares under a 10b5-1 plan; substantial indirect holdings remain.
The filing documents a routine insider option exercise of 2,250 shares at $161.50 and subsequent sale of 2,250 shares across multiple trades at weighted-average prices within $243.74–$248.39 ranges. Transactions were effected under a pre-established Rule 10b5-1 trading plan, reducing interpretation ambiguity about timing. Reported direct beneficial ownership after the transactions is 11,911,571 shares, with significant indirect holdings of 10,107,000 shares held via trust and Marc Benioff Fund LLC. For investors, these are factual ownership and liquidity actions rather than operational or financial disclosures affecting company fundamentals.
TL;DR: Transactions appear procedurally compliant; exercised options and sales were disclosed and attributed to a 10b5-1 plan.
The Form 4 indicates the reporting person relied on a Rule 10b5-1 plan adopted January 9, 2025, for automatic execution. The reporting includes required disclosures about multiple sale price ranges and undertakes to provide granular sale pricing if requested. The filing identifies both direct and indirect ownership vehicles (revocable trust and Fund LLC), which is standard for senior executives. No new executive departures, governance changes, or material noncompliance are reported in this form.
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 | 270 | $244.3377 | $66K |
| Sale | Common Stock | 876 | $245.2442 | $215K |
| Sale | Common Stock | 654 | $246.0459 | $161K |
| Sale | Common Stock | 270 | $247.2667 | $67K |
| Sale | Common Stock | 180 | $248.2325 | $45K |
| 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 $243.7400 to $244.6300 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 $244.7800 to $245.7711 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 $245.8100 to $246.4900 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 $247.0600 to $247.7000 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 $248.0900 to $248.3900 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.
