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Salesforce CEO Executes 10b5-1 Plan: 2,250 Shares Sold, Holdings Remain Large

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Marc Benioff, Chair and CEO of Salesforce, executed transactions on 09/08/2025 under a Rule 10b5-1 trading plan adopted January 9, 2025. He exercised a non-qualified stock option to buy 2,250 shares at a $161.50 exercise price and simultaneously sold those 2,250 shares in multiple trades at weighted average prices ranging from $247.71 to $251.5627 depending on lots; the form reports specific weighted average sale price bands for groups of shares.

Following these transactions, Benioff directly beneficially owned 11,911,571 shares, with an additional 107,000 shares held by trust and 10,000,000 shares held indirectly by the Marc Benioff Fund LLC. He holds 87,872 options exercisable that underlie common stock. Transactions were reported by attorney-in-fact and signed on 09/09/2025.

Positive

  • Transactions were executed under a Rule 10b5-1 trading plan adopted on January 9, 2025, as disclosed on the form
  • Complete disclosure of holdings: direct ownership of 11,911,571 shares plus 107,000 in trust and 10,000,000 in Marc Benioff Fund LLC is reported
  • Option vesting schedule provided (vesting began March 22, 2020; vesting details described)

Negative

  • Disposition of 2,250 shares occurred on 09/08/2025, reducing direct holdings by that amount
  • Sales occurred across multiple price bands, requiring weighted-average disclosures rather than single-price disclosure (ranges provided)

Insights

TL;DR: CEO exercised options and sold 2,250 shares under a pre-existing 10b5-1 plan; substantial holdings remain both directly and indirectly.

These transactions are routine insider activity: exercise of a small option lot and immediate disposition of the resulting shares was executed pursuant to a Rule 10b5-1 plan adopted on January 9, 2025, suggesting pre-planned timing rather than opportunistic trading. The sales totaled 2,250 shares across multiple price ranges, and the reporting shows significant remaining ownership: 11.9 million direct shares plus 10.1 million indirect/trust-held shares, and 87,872 options outstanding. For investors, the activity reduces a negligible portion of the CEO's overall stake and retains the substantial economic exposure documented on the form.

TL;DR: Insider trades were executed under a documented trading plan; disclosure is complete with option vesting details and indirect holdings identified.

The Form 4 discloses the 10b5-1 plan checkbox and provides explanations for weighted-average sale prices and holding vehicles, including trust and Marc Benioff Fund LLC. The option vesting schedule is included for transparency. From a governance perspective, the filing follows required disclosure conventions and identifies indirect ownership, which aids clarity on beneficial ownership concentration.

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).
X
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 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)
09/08/2025
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 09/08/2025 M(1) 2,250 A $161.5 11,913,821 D(2)
Common Stock 09/08/2025 S(1) 42 D $247.71 11,913,779 D(2)
Common Stock 09/08/2025 S(1) 91 D $249.1488(3) 11,913,688 D(2)
Common Stock 09/08/2025 S(1) 701 D $250.6718(4) 11,912,987 D(2)
Common Stock 09/08/2025 S(1) 1,416 D $251.5627(5) 11,911,571 D(2)
Common Stock 107,000 I By Trust
Common Stock 10,000,000 I(6) 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 09/08/2025 M(1) 2,250 03/22/2020(7) 03/22/2026 Common Stock 2,250 $0 87,872 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 $248.7294 to $249.3532 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 $250.0469 to $251.0434 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 $251.0484 to $251.9891 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. Shares held in the Marc Benioff Fund LLC (the "Fund"). Fund interests are held in the reporting person's name or in trust.
7. 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/ Sarah Dale, Attorney-in-Fact for Marc Benioff 09/09/2025
** 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 did Marc Benioff do on 09/08/2025 (CRM)?

He exercised 2,250 options at $161.50 and sold the resulting 2,250 shares in multiple transactions on 09/08/2025 under a 10b5-1 plan.

How many Salesforce shares does Marc Benioff beneficially own after these transactions?

Directly 11,911,571 shares are reported after the transactions, plus 107,000 held by trust and 10,000,000 held by Marc Benioff Fund LLC.

Were these trades pre-planned or ad hoc?

Pre-planned. The Form 4 indicates the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on January 9, 2025.

What prices were the shares sold at?

Shares were sold in multiple trades with weighted average prices disclosed by groups: ranges reported include approximately $248.73–$249.35, $250.05–$251.04, and $251.05–$251.99; one sale group lists a weighted average of $247.71.

How many options does Benioff hold that are disclosed on the form?

87,872 non-qualified stock options are reported as beneficially owned following the reported transactions; one option exercise of 2,250 is detailed.
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