[S-8] Salesforce, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

The Company completed the acquisition of Regrello Corp. on October 1, 2025 pursuant to a Merger Agreement signed on August 14, 2025. As part of that transaction, the Company assumed the Regrello Plan. This Registration Statement on Form S-8 registers 122,077 shares of the Company’s common stock that may be issued under the assumed plan either upon exercise of outstanding stock options or upon vesting or settlement of restricted stock units.

The filing incorporates by reference the Company’s recent Annual and Quarterly Reports and specified proxy disclosures and explains that the investor materials required by Section 10(a) will be provided to plan participants under Rule 428(b)(1). The document also describes the Company’s indemnification provisions for directors and officers under Delaware law and its bylaws.

Positive

• Acquisition of Regrello completed on October 1, 2025, finalizing the transaction
• 122,077 shares registered to preserve continuity of assumed employee equity awards

Negative

• No disclosure in this filing of conversion terms, acceleration, or dilution impact from the assumed awards
• Registration does not specify timing or likelihood of issuance, leaving near‑term dilution unclear

Insights

Corporate Transactions Expert

Sale completed; equity plan assumed and 122,077 shares registered.

The filing confirms the October 1, 2025 closing of the acquisition of Regrello Corp. and shows the acquirer assumed the target’s equity plan, requiring registration of 122,077 shares to cover outstanding options and RSUs.

This registration enables issuance of those awards under the assu med plan and is a routine post‑acquisition compliance step rather than an immediate dilutive issuance; the filing does not state any acceleration, cash consideration, or additional merger economics.

Compensation & Equity Plan Expert

Assumed awards converted to the Company’s registered shares for plan participants.

The Regrello Plan was assumed and 122,077 shares are registered to satisfy potential exercises or vesting of options and RSUs, indicating retention of equity compensation obligations to former Regrello participants.

The filing notes participant communications will follow Rule 428 procedures but provides no details on conversion ratios, vesting acceleration, or replacement award terms.

As filed with the Securities and Exchange Commission on October 2, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Salesforce, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Salesforce Tower

415 Mission Street, 3rd Fl

Delaware

San Francisco, California 94105

94-3320693

(State or Other Jurisdiction of

(Address of Principal Executive Offices Including Zip

(I.R.S. Employer

Incorporation or Organization)

Code)

Identification No.)

REGRELLO CORP. 2021 EQUITY INCENTIVE PLAN

(Full Title of the Plans)

Sabastian Niles						Copies to:
President and Chief Legal Officer						Andrew J. Nussbaum, Esq.
Salesforce, Inc.						Meng Lu, Esq.
Salesforce Tower						Wachtell, Lipton, Rosen & Katz
415 Mission Street, 3rd Fl						51 West 52nd Street
San Francisco, California 94105						New York, NY 10019

(Name and Address of Agent For Service)

(415) 901-7000

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the

Securities Act.

¨

SALESFORCE, INC.

REGISTRATION STATEMENT ON FORM S-8

Salesforce, Inc. (the “Company” or the “Registrant”) is filing this Registration Statement on Form S-8 relating to shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that may be issued pursuant to awards outstanding under the Regrello Corp. 2021 Equity Incentive Plan, as amended (the “Regrello Plan”).

On August 14, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Regrello Corp. (“Regrello”), Salesforce Holdings LLC, Rome Acquisition Sub Inc., and Fortis Advisors LLC. On October 1, 2025, the Company completed the acquisition of Regrello pursuant to the Merger Agreement.

In connection with and upon the consummation of the transactions contemplated by the Merger Agreement and in accordance with the Merger Agreement, the Regrello Plan was assumed by the Registrant. This Registration Statement is being filed by the Company to register 122,077 shares of Common Stock which may be issuable (i) pursuant to outstanding stock options or (ii) upon the vesting or settlement of restricted stock unit awards, in each case, granted under the Regrello Plan, which were assumed by the Company.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The document(s) containing the information specified in this Part I, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement on Form S-8, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are available upon written request to: Corporate Secretary, Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105, (415) 901-7000.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The Company incorporates by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold (such documents, and the documents listed below, being hereinafter referred to as “Incorporated Documents”):

1.The Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the Commission on March 5, 2025;

2.The information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended January 31, 2025 from our definitive proxy statement on Schedule 14A, filed with the Commission on April 24, 2025;

3.The Company’s Quarterly Report on Form 10-Q for the quarters ended April 30, 2025 and July 31, 2025, filed with the Commission on May 29, 2025 and September 4, 2025, respectively;

4.All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company’s latest annual report or prospectus referred to in (1) above (other than portions of these documents not deemed to be filed); and

5.The description of the Company’s Common Stock contained in our Registration Statement on Form 8-A filed with the Commission on June 21, 2004 (Commission File No. 001-32224), as updated by Exhibit 4.8 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, filed on March 8, 2023, together with any amendment or report filed for the purpose of updating such description.

The Company is only incorporating certain portions of its definitive proxy statement on Schedule 14A for its 2025 annual meeting of stockholders as described above and is not incorporating by reference (i) any document or information deemed to be furnished under items 2.02 or 7.01 (or corresponding information furnished under item 9.01 or included as an exhibit) in any past or future current report on Form 8-K or (ii) any Form S-D, that, in either case, the Company may file or furnish with the Commission, unless otherwise specified in such current report or in such form. The documents listed above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the Company’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or be incorporated by reference in this Registration Statement from and after the filing of such Annual Reports.

Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to a corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change the directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit. As permitted by the statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors and officers to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care.

Section 145 of the General Corporation Law of the State of Delaware allows for the indemnification of officers, directors, employees and agents of a corporation. The Bylaws of the Company provide for indemnification of its directors, officers, employees and agents to the full extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary under Delaware law. The Company’s Bylaws also empower the Company to enter into indemnification agreements with its directors and officers and require it to purchase insurance to the extent reasonably available on behalf of any person whom it is required or permitted to indemnify. The Company has entered into agreements with its directors and its executive officers that require the Company to indemnify such persons to the fullest extent permitted under Delaware law against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an executive officer of the Company or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. The Company intends to enter into indemnification agreements with any new directors and executive officers in the future.

Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit No.						Description
4.1						Restated Certificate of Incorporation of Salesforce, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 1, 2024).
4.2						Amended and Restated Bylaws of Salesforce, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 10, 2024).
4.3*						Regrello Corp. 2021 Equity Incentive Plan.
5.1*						Opinion of Wachtell, Lipton, Rosen & Katz.
23.1*						Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1).
23.2*						Consent of Independent Registered Public Accounting Firm.
24.1*						Power of Attorney (contained on signature page).
107.1*						Filing Fee Table.

*Filed herewith.

Item 9.    Undertakings.

1.The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fees Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 2nd day of October, 2025.

						Salesforce, Inc.
						By:			/s/ Sabastian Niles
						Name:			Sabastian Niles
						Title:			President & Chief Legal Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below. Each of the directors and/or officers of the Registrant whose signature appears below hereby appoints Marc Benioff, Robin Washington, Sundeep Reddy, Sabastian Niles and Scott Siamas, and each of them severally, as his or her attorney-in-fact to date and file with the Securities and Exchange Commission this Registration Statement on Form S-8, and to sign, date and file any and all amendments and post-effective amendments to this Registration Statement, in each case on his or her behalf, in any and all capacities stated below, as appropriate, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission.

Signature

Title

Date

/s/ Marc Benioff

Chair of the Board and Chief Executive Officer (Principal Executive Officer)

October 2, 2025

Marc Benioff

/s/ Robin Washington

Director, President and Chief Operating and Financial Officer (Principal Financial Officer)

October 2, 2025

Robin Washington

/s/ Sundeep Reddy

Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)

October 2, 2025

Sundeep Reddy

/s/ Laura Alber

Director

October 2, 2025

Laura Alber

/s/ Amy Chang

Director

October 2, 2025

Amy Chang

/s/ Craig Conway

Director

October 2, 2025

Craig Conway

/s/ Arnold Donald

Director

October 2, 2025

Arnold Donald

/s/ Parker Harris

Director, Co-Founder

October 2, 2025

Parker Harris

/s/ David B. Kirk

Director

October 2, 2025

David B. Kirk

/s/ Neelie Kroes

Director

October 2, 2025

Neelie Kroes

/s/ Sachin Mehra

Director

October 2, 2025

Sachin Mehra

/s/ Mason Morfit

Director

October 2, 2025

Mason Morfit

/s/ Oscar Munoz

Director

October 2, 2025

Oscar Munoz

/s/ John V. Roos

Director

October 2, 2025

John V. Roos

/s/ Maynard Webb

Director

October 2, 2025

Maynard Webb

FAQ

What did Salesforce (CRM) acquire and when?

The Company acquired Regrello Corp. pursuant to a Merger Agreement signed on August 14, 2025 and completed the acquisition on October 1, 2025.

How many shares are being registered under the assumed Regrello plan?

This Form S-8 registers 122,077 shares of the Company’s common stock that may be issued upon exercise of options or upon vesting/settlement of RSUs under the assumed plan.

Why is Salesforce filing Form S-8 after the acquisition?

The filing registers shares to satisfy employee awards from the Regrello Plan that were assumed by the Company as part of the acquisition, enabling issuance to plan participants.

Does the filing disclose terms for converting Regrello awards?

No. The filing states the plan was assumed and the shares are registered but does not disclose conversion ratios, vesting modifications, or acceleration terms.

Will investors see immediate dilution from this registration?

The filing registers 122,077 shares but does not state whether or when those shares will be issued, so any immediate dilution is not specified in this document.