Marc Benioff (CRM) awarded large performance-based stock options and RSUs

Rhea-AI Filing Summary

Salesforce, Inc. Chair and CEO Marc Benioff reported equity compensation awards tied to multi‑year performance goals. He received a grant of 233,404 Performance Stock Options with an exercise price of $280.62 per share, earned under a fiscal 2026 performance option based on criteria for a period ending on January 31, 2026. A separate award of 45,474 shares of Common Stock reflects fiscal 2024 performance-based RSUs earned after the company’s Compensation Committee certified achievement of specific metrics; these shares are scheduled to vest on April 22, 2026, subject to continued employment. Following these awards, Benioff directly holds 11,957,046 shares of Common Stock and also has indirect holdings, including shares held by a trust and by Marc Benioff Fund LLC.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/22/2026		A(1)		45,474	A	$0	11,957,046	D(2)
Common Stock								107,000	I	By Trust
Common Stock								10,000,000	I(3)	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
Performance Stock Option	$280.62	03/22/2026		A(4)		233,404		03/22/2026	03/22/2032	Common Stock	233,404	$0	233,404	D

Explanation of Responses:

1. This represents the number of shares subject to the fiscal year 2024 performance-based restricted stock unit ("PRSU") award that were earned based upon the achievement of certain performance criteria over a three-year performance period that ended on January 31, 2026. On March 22, 2026, the Issuer's Compensation Committee certified that certain performance criteria with respect to the performance period were achieved, and the number of shares reported in column 4 are scheduled to vest on April 22, 2026, subject to the holder's continued employment through such date.

2. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust.

3. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.

4. This represents the number of shares subject to the fiscal year 2026 performance option that were earned based upon the achievement of applicable performance criteria with a performance period that ended on January 31, 2026. 25% of the earned option shares will become vested on March 22, 2026, with the remaining option shares becoming vested in equal monthly installments over the following 36 months, subject to the holder's continued service through each such date.

	/s/ Sarah Dale, Attorney-in-Fact for Marc Benioff	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Salesforce (CRM) CEO Marc Benioff report in this Form 4?

Marc Benioff reported new equity compensation awards, not open-market trades. He received performance-based stock options and performance-based restricted stock units that were earned after multi-year goals were certified as achieved by Salesforce’s Compensation Committee.

How many performance stock options did Marc Benioff receive from Salesforce (CRM)?

Marc Benioff received 233,404 Performance Stock Options with an exercise price of $280.62 per share. These options were earned under a fiscal 2026 performance plan, with vesting starting March 22, 2026 and continuing in equal monthly installments over 36 months.

What performance-based stock award did Marc Benioff earn in Salesforce (CRM) common shares?

He earned 45,474 shares of Salesforce common stock from a fiscal 2024 performance-based RSU award. The Compensation Committee certified achievement of required metrics for a three-year period ending January 31, 2026, and these shares are scheduled to vest April 22, 2026.

When do Marc Benioff’s new Salesforce (CRM) equity awards vest?

For the fiscal 2024 performance-based RSUs, the 45,474 earned shares are scheduled to vest on April 22, 2026, subject to continued employment. For the performance options, 25% vest on March 22, 2026, with the rest vesting monthly over the following 36 months.

How many Salesforce (CRM) common shares does Marc Benioff hold after these transactions?

After these awards, Marc Benioff directly holds 11,957,046 Salesforce common shares. He also has additional indirect holdings, including shares held by a trust and by the Marc Benioff Fund LLC, which are associated with his beneficial ownership structure.

Were these Salesforce (CRM) Form 4 transactions open-market buys or sells?

No, these were not open-market buys or sells. The Form 4 shows equity compensation awards: performance-based stock options and performance-based RSUs earned after meeting multi-year performance criteria, with future vesting conditioned on Benioff’s continued service.