[Form 4] Salesforce, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Salesforce President and CLO Sabastian Niles reported multiple transactions on June 22-23, 2025:

• Acquired 1,015 shares through the conversion of Restricted Stock Units (RSUs) at $0 exercise price
• Subsequently sold 569 shares at an average price of $262.35 to cover tax withholding obligations
• After these transactions, Niles holds 2,394 shares directly and 11,170 RSUs

The RSUs vest over time, with 25% vesting on March 22, 2025, and 1/16 of the original grant vesting quarterly thereafter through March 22, 2028. These transactions were executed under a tax withholding arrangement, demonstrating standard executive compensation practices rather than discretionary trading activity.

Positive

• CLO Sabastian Niles retains significant equity stake with 2,394 shares directly owned after transactions
• Executive maintains long-term alignment through 11,170 restricted stock units (RSUs) still beneficially owned
• The RSU vesting schedule (25% initial + quarterly thereafter) indicates structured long-term retention plan

Negative

• Insider sale of 569 shares at $262.35, though this was for tax withholding purposes rather than discretionary selling
• The sale represents approximately 19% of the executive's direct holdings after the RSU conversion

Insights

Insider Transaction Analyst

This Form 4 filing reveals a routine RSU vesting event for Salesforce's President and Chief Legal Officer, Sabastian Niles, rather than a discretionary transaction signaling sentiment about the company. The executive received 1,015 shares from vesting RSUs and subsequently sold 569 shares (56% of the vested amount) specifically to cover tax withholding obligations.

Notably, Niles retained 446 shares (44%) from this vesting event, increasing his total direct holdings to 2,394 shares. This retention rate is typical for executive tax-related sales and doesn't suggest concerns about Salesforce's future prospects. With an additional 11,170 unvested RSUs remaining, Niles maintains significant skin in the game, which aligns with shareholder interests.

The transaction occurred at $262.35 per share, which provides a current market price reference point. For context, the stock has performed strongly in 2025, and this routine vesting event with partial tax-related selling doesn't disrupt the generally positive insider ownership trends at Salesforce. Investors should view this as a neutral, administrative transaction rather than a signal about company valuation or future performance.

Executive Compensation Specialist

This filing offers valuable insights into Salesforce's executive compensation structure for its President and CLO. The RSU award follows a four-year vesting schedule with 25% vesting on the one-year anniversary (March 22, 2025) and the remaining 75% vesting quarterly in equal installments over the following three years (1/16 of the original grant per quarter).

This relatively standard vesting schedule balances retention objectives with periodic value realization for executives. With 11,170 RSUs still unvested after this transaction, Niles has substantial future compensation tied to Salesforce's performance. At the current share price of approximately $262, these remaining RSUs represent roughly $2.9 million in unvested equity compensation, creating strong retention incentives.

The tax withholding approach is typical for large public companies, where approximately 56% of vested shares were automatically sold to cover tax obligations. This suggests a withholding rate consistent with combined federal and California state tax burdens for high-income executives. Rather than requiring executives to find cash for tax payments, Salesforce's program allows for share withholding, which is considered a best practice that prevents distressed selling by insiders to cover tax bills while maintaining appropriate withholding compliance.

Corporate Governance Expert

This Form 4 reveals appropriate governance practices regarding executive equity compensation at Salesforce. As President and Chief Legal Officer, Sabastian Niles holds a critical compliance and governance role within the organization, making his trading activities particularly noteworthy from a governance perspective.

The filing demonstrates proper compliance with SEC disclosure requirements, with the Form 4 submitted within the required two-business-day window following the transactions. The use of an attorney-in-fact for the filing signature is common practice for executives and does not raise governance concerns.

Importantly, the tax-related share sale appears to be conducted under a predetermined plan rather than through discretionary trading, which aligns with governance best practices. The explicit notation that shares were sold specifically to satisfy tax withholding obligations provides appropriate transparency to investors.

From a governance perspective, the CLO maintaining direct ownership of 2,394 shares post-transaction demonstrates appropriate skin in the game for a legal executive, though this ownership level is relatively modest compared to what we typically see with CEOs and certain other C-suite positions. The ongoing vesting schedule creates continuing alignment between the executive's interests and shareholders through 2028, which supports good governance objectives around executive retention and performance incentives.

Tax Strategy Advisor

This Form 4 illustrates a tax-efficient approach to handling equity compensation for Salesforce executives. The filing specifically notes that 569 shares (approximately 56% of the vested amount) were sold to satisfy tax withholding obligations, which is consistent with the combined federal and California state tax rates that would apply to an executive at this compensation level.

By implementing an automatic share withholding mechanism, Salesforce helps executives avoid the cash flow challenges that would otherwise occur when substantial RSU awards vest. The precise withholding rate of 56% suggests careful tax planning that accounts for the 37% federal rate, the 13.3% California state rate, and additional Medicare taxes that apply to high-income earners.

For shareholders, this tax withholding approach is preferable to having executives sell additional shares in the open market to cover tax obligations. The transaction timing immediately following the vesting date (June 22-23) demonstrates disciplined tax compliance practices.

Investors should note that as Niles continues to have quarterly vestings (1/16 of his original grant), similar tax withholding transactions will likely occur each quarter through 2028. This creates a predictable pattern of insider selling that should not be misinterpreted as lack of confidence in the company. The tax withholding approach represents standard practice among large cap technology companies and reflects sound tax management rather than any signal about company prospects.

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).

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^*

Niles Sabastian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CLO

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2025

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	06/22/2025		M		1,015	A	$0	2,963	D
Common Stock	06/23/2025		S(1)		569	D	$262.3478	2,394	D

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
Restricted Stock Units	$0(2)	06/22/2025		M			1,015	03/22/2025(3)	03/22/2028	Common Stock	1,015	$0	11,170	D

Explanation of Responses:

1. Represents a sale of shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement of shares that were earned by the holder pursuant to a restricted stock unit award that vested based on the holder's continued employment through June 22, 2025.

2. Restricted Stock Units convert to shares of common stock on a one-for-one basis.

3. These restricted stock units vest as to 25% of the original grant on March 22, 2025 and vest as to 1/16 of the original grant quarterly thereafter.

	/s/ Ryan Guerrero, Attorney-in-Fact for Sabastian Niles	06/24/2025
	** 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 insider trading activity occurred at CRM on June 22-23, 2025?

Salesforce (CRM) President and CLO Sabastian Niles acquired 1,015 shares through RSU conversion on June 22, 2025, and then sold 569 shares at $262.3478 per share on June 23, 2025. The sale was made to cover tax withholding obligations related to the vested RSUs.

How many shares does Sabastian Niles own of CRM after the reported transactions?

After the reported transactions, Sabastian Niles directly owns 2,394 shares of CRM common stock and 11,170 restricted stock units (RSUs).

What is the vesting schedule for CRM's RSUs granted to Sabastian Niles?

The restricted stock units vest 25% of the original grant on March 22, 2025, followed by quarterly vesting of 1/16 of the original grant thereafter. The RSUs have an expiration date of March 22, 2028.

Why did CRM's President and CLO sell shares on June 23, 2025?

The sale of 569 shares was specifically to satisfy tax withholding obligations related to the settlement of restricted stock units that vested based on Niles' continued employment through June 22, 2025. This was not a discretionary sale.