Form 4: Salesforce CEO Benioff Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Salesforce CEO Marc Benioff executed stock options and subsequently sold a portion of his common stock holdings on September 17 and 18, 2025, under a pre-arranged 10b5-1 trading plan.
Summary
- Marc Benioff, Salesforce's Chair and CEO, engaged in transactions on September 17 and 18, 2025, as reported in this Form 4 filing.
- All reported transactions were executed automatically pursuant to a Rule 10b5-1 trading plan adopted by Mr. Benioff on January 9, 2025.
- On both September 17, 2025, and September 18, 2025, Mr. Benioff exercised 2,250 non-qualified stock options each day, totaling 4,500 options, at an exercise price of $161.5 per share.
- Following the option exercises, he sold a total of 2,250 shares of common stock on September 17, 2025, at weighted average prices ranging from $240.4153 to $242.8364.
- He also sold a total of 2,250 shares of common stock on September 18, 2025, at weighted average prices ranging from $243.7737 to $246.6517.
- After these transactions, Mr. Benioff's direct beneficial ownership of common stock decreased from 11,913,821 shares to 11,911,571 shares.
- He continues to hold 107,000 shares indirectly through a Trust and 10,000,000 shares indirectly through the Marc Benioff Fund LLC.
- The remaining non-qualified stock options beneficially owned by Mr. Benioff are 69,872.
Sentiment
Score: 5
Explanation: The transactions represent routine, pre-scheduled insider sales under a Rule 10b5-1 plan, which are generally considered neutral in terms of market sentiment as they do not reflect new discretionary decisions based on material non-public information.
Positives
- Transactions were conducted under a Rule 10b5-1 trading plan, demonstrating adherence to SEC regulations for insider trading and providing transparency regarding pre-scheduled sales.
Negatives
- A reduction in direct beneficial ownership by a key executive, Marc Benioff, through the sale of 4,500 shares of common stock.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Minimal direct impact on shareholders as these are pre-scheduled insider sales under a 10b5-1 plan, which are generally anticipated and do not signal new material information.
Key Dates
| Date | Description |
|---|---|
| 03/22/2020 | Option grant date, with 25% vesting on this date and the balance vesting monthly over 36 months. |
| 01/09/2025 | Rule 10b5-1 trading plan adopted by Marc Benioff. |
| 09/17/2025 | Transaction date for option exercise and subsequent sale of common stock. |
| 09/18/2025 | Transaction date for option exercise and subsequent sale of common stock. |
| 09/19/2025 | Date the Form 4 filing was signed by the attorney-in-fact for Marc Benioff. |
| 03/22/2026 | Expiration date for the non-qualified stock options. |
Recommendation
holdThe filing details routine, pre-scheduled insider transactions by the CEO under a Rule 10b5-1 plan. Such transactions are generally not indicative of a change in the company's fundamental outlook or a discretionary signal from management, thus not warranting a change in investment recommendation based solely on this filing.
Keywords
Salesforce, CRM, Marc Benioff, insider trading, Form 4, stock options, share sale, 10b5-1 plan
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