Salesforce Prices Public Offering of Senior Notes

SAN FRANCISCO--(BUSINESS WIRE)--Salesforce (NYSE: CRM), the world’s #1 AI CRM, today announced that it has priced an underwritten offering (the “offering”) in aggregate principal amount of $25 billion in senior notes (the “notes”). The offering is expected to close on March 13, 2026, subject to the satisfaction of customary closing conditions.

Salesforce intends to use all of the net proceeds from the offering, after deducting underwriting discounts and estimated offering expenses payable by Salesforce, to repurchase shares of Salesforce common stock pursuant to certain accelerated share repurchase (“ASR”) agreements that Salesforce entered into with certain financial institution counterparties immediately following the pricing of the offering, which provide for the repurchase by Salesforce of an aggregate of $25 billion of shares of Salesforce common stock. The prepayment and initial share delivery under the ASR transactions is expected to occur on March 16, 2026.

J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering of the notes.

Salesforce has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission for the offering to which this communication relates. Copies of the prospectus supplement, when available, and the accompanying base prospectus related to the offering may be obtained by contacting J.P. Morgan Securities LLC at 1-212-834-4533 (collect); BofA Securities, Inc. toll-free at 1-800-294-1322; Barclays Capital Inc. toll-free at 1-888-603-5847; Citigroup Global Markets Inc. toll-free at 1-800-831-9146; or Wells Fargo Securities, LLC toll-free at 1-800-645-3751. Alternatively, investors may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov/.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about a public offering of senior notes and the intended use of proceeds of such offering, including to repurchase shares of Salesforce common stock pursuant to accelerated share repurchase agreements. Forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from current expectations. These risks, uncertainties, and factors include those discussed in our most recent Annual Report on Form 10-K, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections included therein, as may be updated from time to time in our filings with the SEC. Salesforce does not undertake any obligation to update or revise its forward-looking statements except as required by law or regulation.

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