STOCK TITAN

Salesforce CEO Benioff logs routine Form 4; ownership still 22M+ shares

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

Rhea-AI Filing Summary

Salesforce, Inc. (CRM) – Form 4 filed 07/01/2025

Chair & CEO Marc Benioff reported several routine insider transactions:

  • 06/30/2025: A gift/transfer of 505,000 shares from Marc Benioff Fund LLC to a beneficiary trust at $0.
  • 07/01/2025: Exercised 2,250 stock options at $161.50 (cost basis) and immediately sold the same number of shares in three tranches—529, 1,124 and 597 shares—at volume-weighted prices ranging from $271.55–$273.34. All trades were executed automatically under a pre-arranged Rule 10b5-1 plan adopted 01/09/2025.

Following the transactions Benioff directly owns 11,864,178 shares, indirectly controls 10,000,000 shares through the Fund and 107,000 shares via a separate trust, plus 193,622 unexercised options. The option exercise–sale pair is cash-neutral and the combined share dispositions represent well under 0.2 % of his total equity position. Consequently, the filing is viewed as administrative (estate planning & liquidity management) with negligible impact on CRM’s float or governance control.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Minor gift & tiny 10b5-1 sales; no change to strategic ownership.

The disposition of 505 k shares was a non-monetary transfer to a family trust, indicating estate planning rather than bearish sentiment. The 2,250-share option exercise and matched sale simply monetise vested options (gross proceeds ≈ $612 k) and eliminate associated tax/strike costs. Benioff retains ≈ 22 M share exposure (direct, indirect & options) worth > $6 bn at current pricing, so governance influence remains intact. Given daily CRM volume of ~6 M shares, the market absorption should be seamless. Impact on valuation: neutral.

TL;DR: Administrative insider filing; control, alignment unchanged.

The transfer to a beneficiary trust and continued use of a disclosed 10b5-1 plan comply with best-practice transparency. No evidence of opportunistic timing or material reduction in insider stake. Benioff’s combined direct & indirect holdings still exceed 8 % of shares outstanding, preserving strong founder alignment. Filing raises no red-flag governance concerns and is categorised as routine.

Insider Benioff Marc
Role Chair and CEO
Sold 2,250 shs ($613K)
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 529 $271.5524 $144K
Sale Common Stock 1,124 $272.4557 $306K
Sale Common Stock 597 $273.3358 $163K
Gift Common Stock 505,000 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 193,622 shares (Direct); Common Stock — 11,864,707 shares (Direct); Common Stock — 10,000,000 shares (Indirect, By Marc Benioff Fund LLC)
Footnotes (1)
  1. Represents transfer of Marc Benioff Fund LLC (the "Fund") interests to a trust for the benefit of the reporting person's beneficiaries. No funds were exchanged, and no sale of shares occurred in the transfer. Shares held in the Fund. Fund interests are held in the reporting person's name or in trust. 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 $270.9625 to $271.9500 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 $271.9600 to $272.9500 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 $272.9567 to $273.8097 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. 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.
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Learn about SEC filing dates
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)
06/30/2025
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 06/30/2025 G(1) 505,000 D $0 10,000,000 I(2) By Marc Benioff Fund LLC
Common Stock 07/01/2025 M(3) 2,250 A $161.5 11,864,707 D(4)
Common Stock 07/01/2025 S(3) 529(5) D $271.5524 11,864,178 D(4)
Common Stock 07/01/2025 S(3) 1,124(6) D $272.4557 11,863,054 D(4)
Common Stock 07/01/2025 S(3) 597(7) D $273.3358 11,862,457 D(4)
Common Stock 107,000 I By Trust
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 07/01/2025 M(3) 2,250 03/22/2020(8) 03/22/2026 Common Stock 2,250 $0 193,622 D
Explanation of Responses:
1. Represents transfer of Marc Benioff Fund LLC (the "Fund") interests to a trust for the benefit of the reporting person's beneficiaries. No funds were exchanged, and no sale of shares occurred in the transfer.
2. Shares held in the Fund. Fund interests are held in the reporting person's name or in trust.
3. 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.
4. Shares held in the reporting person's name or in the Marc R. Benioff Revocable Trust.
5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $270.9625 to $271.9500 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. Weighted average price. These shares were sold in multiple transactions at prices ranging from $271.9600 to $272.9500 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.
7. Weighted average price. These shares were sold in multiple transactions at prices ranging from $272.9567 to $273.8097 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.
8. 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 07/01/2025
** 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

How many Salesforce (CRM) shares did Marc Benioff transfer on 06/30/2025?

He transferred 505,000 shares to a beneficiary trust at no cost.

What price did Benioff pay to exercise his stock options?

He exercised 2,250 options at an exercise price of $161.50 per share.

Were the July 1 insider sales part of a 10b5-1 plan?

Yes. All July 1 transactions were executed automatically under a Rule 10b5-1 plan adopted on 01/09/2025.

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

He directly owns 11,864,178 shares and indirectly controls about 10,107,000 additional shares (Fund + trust).

Is the Form 4 likely to impact CRM’s stock price?

Unlikely. The shares sold and transferred are less than 0.2 % of Benioff’s stake and a fraction of daily trading volume.