Marc Benioff Discloses Option Exercise and Share Sales Under 10b5-1 Plan
Rhea-AI Filing Summary
Marc Benioff, Chair and CEO of Salesforce, reported transactions in Salesforce common stock on 09/29/2025. He exercised 2,250 non-qualified stock options with an exercise price of $161.50 per share and simultaneously sold a total of 2,250 shares in multiple transactions at weighted-average prices ranging from $243.0713 to $245.6540 depending on the lot. Following these transactions, the reporting person directly beneficially owned 11,911,571–11,913,821 shares (forms show slight differences by line) and indirectly beneficially owned 10,107,000 shares via a revocable trust (107,000) and the Marc Benioff Fund LLC (10,000,000). The trades were made under a Rule 10b5-1 trading plan adopted on January 9, 2025.
Positive
- Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading and reducing likelihood of opportunistic insider timing.
- Full disclosure of indirect holdings, including 10,000,000 shares held by Marc Benioff Fund LLC and 107,000 shares held by trust.
- Form 4 provides weighted-average prices and offers per-lot details upon request, supporting transparency and regulatory compliance.
Negative
- Reported sales of common stock totaling 2,250 shares at weighted-average prices between $243.07 and $245.65, reflecting insider dispositions on 09/29/2025.
- Exercise of 2,250 options (non-qualified stock options) increases immediate share supply sold into market, though done under plan.
Insights
TL;DR: Routine option exercise and matched share sales under a pre-established 10b5-1 plan produced no clear net change to reported economic exposure.
The filing documents an option exercise of 2,250 shares at $161.50 and contemporaneous sales totaling 2,250 shares executed at weighted-average prices between $243.07 and $245.65. These transactions were effected pursuant to a Rule 10b5-1 plan, which typically indicates pre-planned disposition rather than opportunistic trading. The report also discloses substantial indirect holdings: 107,000 shares by trust and 10,000,000 shares held by Marc Benioff Fund LLC. For investors, the record confirms ongoing large insider ownership but reports routine liquidity activity, not a change in strategic ownership.
TL;DR: Disclosure aligns with Section 16 requirements and notes use of a 10b5-1 plan; filings are complete for the reported transactions.
The Form 4 clearly identifies the reporting person as Chair and CEO and states the transactions were executed automatically under a Rule 10b5-1 plan adopted on January 9, 2025. The filing provides weighted-average sale prices and an undertaking to furnish detailed per-lot prices upon request, which supports compliance and transparency. Indirect ownership via trust and an LLC is disclosed, including the 10,000,000 shares held by Marc Benioff Fund LLC, satisfying instructions to report both direct and indirect beneficial ownership. No amendments or additional corrective disclosures are indicated.
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 | 708 | $243.4925 | $172K |
| Sale | Common Stock | 932 | $244.739 | $228K |
| Sale | Common Stock | 610 | $245.3996 | $150K |
| 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 $243.0713 to $243.8504 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 $244.0964 to $245.0886 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 $245.0982 to $245.6540 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.
