Form 4: Salesforce Closes Informatica Deal at $25/Share
Change in Beneficial Ownership (Form 4)
Informatica’s chief customer officer reports all holdings converted or canceled as Salesforce completes a $25-per-share cash acquisition.
Summary
- On 2025-11-18, Salesforce, Inc. completed the acquisition of Informatica Inc. via merger, with Informatica surviving as a wholly owned subsidiary of Salesforce.
- Each Class A common share converted into the right to receive $25.00 in cash, without interest.
- Ansa Sekharan (EVP & Chief Customer Officer) disposed of 355,111 Class A shares, resulting in 0 shares owned post-transaction.
- All outstanding RSUs held by the reporting person were assumed and converted into Salesforce RSUs per a conversion ratio defined in the merger agreement.
- In-the-money stock options covering 451,572 shares (100,000 and 300,000 options at $20.00 strike; 17,251, 6,852, and 27,469 options at $8.70 strike) were canceled and converted into the right to receive the $25.00 per-share consideration net of aggregate exercise price and applicable tax withholdings.
- The reporting person is no longer subject to Section 16 reporting obligations.
Sentiment
Score: 6
Explanation: Shareholders receive certain cash value at $25.00 per share and RSUs are preserved under Salesforce, but target equity is eliminated and options are canceled.
Positives
- Definitive cash consideration of $25.00 per share provides liquidity certainty to shareholders.
- RSUs were assumed and converted into Salesforce RSUs, preserving vesting opportunity under the acquirer.
- In-the-money options were monetized at close (cash equal to $25.00 per underlying share less exercise price and taxes).
- Section 16 reporting obligations cease for the insider, reflecting transaction close and zero remaining holdings.
Negatives
- All Informatica equity holdings reduced to zero; no continued participation in INFA equity upside.
- All target-company stock options were canceled; any future upside tied to those awards at Informatica ends.
Future Outlook
No forward-looking guidance provided; Informatica operates as a wholly owned subsidiary of Salesforce post-close.
Management Comments
- At the Effective Time on 2025-11-18, each Informatica Class A share converted into the right to receive $25.00 in cash, without interest.
- Outstanding RSUs were assumed and converted into Salesforce RSUs based on a conversion ratio set in the merger agreement.
- In-the-money options were canceled at close and converted into the right to receive cash equal to the $25.00 per-share consideration for each underlying share, less the aggregate exercise price and applicable tax withholdings.
Industry Context
Equity treatment is consistent with standard U.S. technology M&A practice: cash consideration for shares, assumption of RSUs by the acquirer, and cash-out of in-the-money options. Integration under a large strategic acquirer aligns with broader consolidation trends in enterprise data and cloud software.
Comparison to Industry Standards
- Equity consideration mechanics (cash per share, RSU assumption, option cash-out net of strike) align with common practices in large-cap tech takeovers.
- Treatment mirrors precedent strategic deals where acquirers assume service-based RSUs and cash out in-the-money options (e.g., major enterprise software acquisitions), indicating standard market terms.
- No unusual holdbacks, earn-outs, or retention conditions are disclosed in this filing, consistent with straightforward cash acquisitions.
Stakeholder Impact
- Shareholders: Receive $25.00 cash per Informatica share.
- Employees/RSU holders: Awards converted into Salesforce RSUs, maintaining vesting potential under the acquirer.
- Option holders: In-the-money options monetized for cash net of exercise price and taxes; options canceled.
- Insiders: No longer subject to Section 16 reporting for Informatica after close.
Next Steps
- Salesforce to administer assumed RSUs under its equity plan per the conversion ratio and vesting schedules.
- No additional milestones disclosed in this filing.
Key Dates
| Date | Description |
|---|---|
| 2025-05-26 | Agreement and Plan of Merger executed among Informatica Inc., Salesforce, Inc., and Phoenix I Merger Sub, Inc. |
| 2025-11-18 | Effective Time; merger consummated; each Class A share converted to $25.00 cash; RSUs assumed/converted; in-the-money options canceled for cash consideration; reporting person’s holdings reduced to zero; Form 4 signed. |
| 2027-01-23 | Expiration date of a canceled $8.70 strike option (27,469 underlying shares) before the merger superseded it. |
| 2027-10-31 | Expiration date of a canceled $8.70 strike option (6,852 underlying shares) before the merger superseded it. |
| 2028-02-29 | Expiration date of a canceled $8.70 strike option (17,251 underlying shares) before the merger superseded it. |
| 2030-05-11 | Expiration date of a canceled $20.00 strike option (300,000 underlying shares) before the merger superseded it. |
| 2031-02-16 | Expiration date of a canceled $20.00 strike option (100,000 underlying shares) before the merger superseded it. |
Keywords
Informatica, Salesforce, INFA, merger, acquisition, Form 4, beneficial ownership, restricted stock units, stock options, $25 per share, Phoenix I Merger Sub, Section 16
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