INFA Form 4: CPP Investment Board reports full share sale in Salesforce deal
Rhea-AI Filing Summary
Canada Pension Plan Investment Board, a director and major owner of Informatica Inc. (INFA), reported the sale of its Informatica shares at the closing of a merger with Salesforce under an Agreement and Plan of Merger dated May 26, 2025. The filing shows the disposition of 64,379,838 shares of Class A common stock at $25 per share, leaving the reporting person with zero Class A shares beneficially owned afterward. It also describes Class B-1 and Class B-2 common stock that were convertible into Class A shares, notes that these classes have no expiration date, and states that the per share merger consideration for each share of Class B-2 common stock was $0.0000100115. Certain Class B-2 shares were held by 13381986 Canada Inc., which agreed to vote and transfer those shares as directed by the reporting person, though the reporting person disclaimed any pecuniary interest in those shares.
Positive
- Merger consideration for Class A shares set at $25 per share, with 64,379,838 shares disposed of at closing, confirming a cash exit price for this large ownership block.
Negative
- None.
Insights
Form 4 confirms a major shareholder’s full exit as Informatica is acquired for cash.
This Form 4 shows Canada Pension Plan Investment Board, a director and large shareholder of Informatica, disposing of all its Class A common stock in connection with Informatica’s merger with Salesforce. The transaction code J and the narrative clarify that the sale occurred at the merger closing under the May 26, 2025 Agreement and Plan of Merger.
The filing specifies that 64,379,838 Class A shares were sold at $25 per share, reducing the reporting person’s Class A beneficial ownership to zero. It also explains the mechanics of the Class B‑1 and Class B‑2 common stock, including one‑for‑one convertibility into Class A under specified directions and a per‑share merger consideration of $0.0000100115 for Class B‑2.
For Informatica shareholders, this confirms that the merger consideration included a cash payment of $25 per Class A share and a very small cash amount for each Class B‑2 share. Subsequent company communications and filings would typically describe any post‑closing steps, but this report focuses on the reporting person’s change in beneficial ownership at the merger closing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B-1 Common Stock | 44,049,523 | $25.00 | $1.10B |
| Other | Class B-2 Common Stock | 44,049,523 | $0.0001 | $4K |
| Other | Class A Common Stock | 64,379,838 | $25.00 | $1.61B |
Footnotes (1)
- The shares reported on this form were sold at the closing of a merger involving the issuer pursuant to that certain Agreement and Plan of Merger, dated as of May 26, 2025, by and among Informatica Inc., Salesforce, Inc. and Phoenix I Merger Sub, Inc. Each share of Class B-1 Common Stock of Informatica Inc. is convertible into one share of Class A Common Stock of Informatica Inc. at any time at the option of the reporting person so long as the reporting person directs a holder of shares of Class B-2 Common Stock of Informatica Inc. to transfer an equal number of shares of Class B-2 Common Stock to the issuer. The Class B-1 Common Stock and Class B-2 Common Stock of Informatica Inc. have no expiration date. This amount has been rounded up. The per share merger consideration for each share of Class B-2 Common Stock of Informatica Inc. is $0.0000100115. The shares of Class B-2 Common Stock reported on this Form were held directly by 13381986 Canada Inc., which is not an affiliate of the reporting person. 13381986 Canada Inc. agreed to vote and transfer its shares of Class B-2 Common Stock of Informatica Inc. as (and only as) directed by the reporting person, and accordingly, the reporting person may be deemed to beneficially own such shares held by 13381986 Canada Inc. The reporting person disclaims any pecuniary interest in any shares of Class B-2 Common Stock.
FAQ
What transaction does this Form 4 report for Informatica Inc. (INFA)?
It reports that Canada Pension Plan Investment Board, a director and major owner of Informatica Inc., disposed of its Informatica shares at the closing of a merger with Salesforce under a May 26, 2025 Agreement and Plan of Merger.
What does the Form 4 say about Informatica Class B-1 and Class B-2 common stock?
It explains that each share of Class B-1 Common Stock was convertible into one share of Class A Common Stock if the reporting person directed a holder of Class B-2 Common Stock to transfer an equal number of Class B-2 shares to the issuer, and that both Class B-1 and Class B-2 had no expiration date.
What merger consideration was paid for Informatica Class B-2 common stock?
The filing states that the per share merger consideration for each share of Class B-2 Common Stock of Informatica Inc. was $0.0000100115, and notes that this amount was rounded up for reporting.
What is the relationship of Canada Pension Plan Investment Board to Informatica?
The form identifies Canada Pension Plan Investment Board as a director of Informatica Inc. and not a 10% owner after the reported transactions, with the Form 4 filed by one reporting person.