Marc Benioff Executes 10b5-1 Plan: 2,250 Shares Sold After Option Exercise
Rhea-AI Filing Summary
Marc Benioff, Chair and CEO of Salesforce, executed a set of transactions on 09/11/2025 under a Rule 10b5-1 trading plan. He exercised 2,250 non-qualified stock options at a $161.50 exercise price and immediately sold those shares in multiple transactions at weighted-average prices between approximately $243.50 and $246.93. Following the transactions, Benioff directly beneficially owns 11,911,571 shares and indirectly owns 10,107,000 shares (including 10,000,000 held by Marc Benioff Fund LLC and 107,000 by trust). The filing was signed by an attorney-in-fact on 09/12/2025.
Positive
- Transactions executed under a Rule 10b5-1 plan, which provides pre-established trading parameters and reduces concerns about selective timing
- Exercise and sale were disclosed promptly with specific post-transaction beneficial ownership totals
- Majority ownership retained indirectly (10,000,000 shares in Marc Benioff Fund LLC and 107,000 in trust)
Negative
- 2,250 shares were sold following exercise, reducing direct beneficial ownership from 11,913,821 to 11,911,571 shares
- Sales executed at prices materially above exercise price, indicating realized insider liquidity that may be viewed negatively by some market participants
Insights
TL;DR: CEO exercised vested options and sold the resulting 2,250 shares under a pre-established 10b5-1 plan; ownership change is modest relative to total holdings.
Benioff exercised options granted previously and sold the 2,250 underlying shares at weighted-average prices in the $243.50–$246.93 range, realizing a spread over the $161.50 exercise price. The transactions were effected automatically under a 10b5-1 plan adopted January 9, 2025, which reduces signaling risk. Direct beneficial ownership declined marginally from 11,913,821 to 11,911,571 shares. For investors, these are routine insider liquidity actions rather than a clear signal about company fundamentals.
TL;DR: Transactions comply with a documented 10b5-1 plan and were reported promptly; procedural governance appears intact.
The filing discloses that the sales were conducted pursuant to an established Rule 10b5-1 trading plan and provides range details for multiple sale tranches. The report identifies direct and indirect holdings and specifies holdings held in trust and an LLC. Signature by an attorney-in-fact is properly included. There is no indication of unusual timing or undisclosed related-party arrangements in the filing itself.
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 | 128 | $243.9994 | $31K |
| Sale | Common Stock | 695 | $245.2536 | $170K |
| Sale | Common Stock | 1,336 | $246.2561 | $329K |
| Sale | Common Stock | 91 | $246.8444 | $22K |
| 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 $243.5000 to $244.3500 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 $244.7308 to $245.7142 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 $245.7412 to $246.7328 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 $246.7641 to $246.9266 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.
