CRM 8-K — Smart Summary

On March 11, 2026, Salesforce, Inc. entered into three material agreements: accelerated share repurchase (ASR) agreements totaling $25B with five counterparties, an underwriting agreement for $25B in senior notes across eight tranches, and a Five-Year Credit Agreement providing $6B in senior unsecured term loans — all interconnected to fund a large-scale share repurchase program.

• Accelerated Share Repurchase Agreements — Salesforce, Inc. and Banco Santander, S.A., Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, and Morgan Stanley & Co. LLC; effective March 11, 2026; Salesforce will repurchase an aggregate of $25B of its common stock ($0.001 par value per share); initial delivery of approximately 80% of total shares on March 16, 2026 based on closing price on March 11, 2026; final number of shares determined by average daily volume-weighted average price less a discount during the term; final settlement scheduled for Q4 2026; upon final settlement, counterparties may deliver additional shares or Salesforce may deliver shares or make a cash payment at its election
• Underwriting Agreement — Salesforce, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC (as representatives of several underwriters); dated March 11, 2026; Salesforce agreed to issue and sell $25B aggregate principal of senior notes in eight tranches: $3,500,000,000 4.500% Senior Notes due 2028, $4,250,000,000 4.650% Senior Notes due 2029, $3,750,000,000 4.900% Senior Notes due 2031, $2,750,000,000 5.200% Senior Notes due 2033, $4,500,000,000 5.550% Senior Notes due 2036, $1,500,000,000 6.400% Senior Notes due 2046, $3,750,000,000 6.550% Senior Notes due 2056, and $1,000,000,000 6.700% Senior Notes due 2066; registered public offering pursuant to Registration Statement on Form S-3 (File No. 333-275814); notes issued under Base Indenture dated April 11, 2018 with U.S. Bank Trust Company, National Association as trustee; closing scheduled for March 13, 2026
• Five-Year Credit Agreement — Salesforce, Inc. (borrower), lenders named therein, and JPMorgan Chase Bank, N.A. (administrative agent); dated March 11, 2026; $6B aggregate principal amount of senior unsecured term loans; proceeds used to repay in full: (i) $4B term loan under the 364-Day Credit Agreement dated June 20, 2025, and (ii) $2B term loan under the Three-Year Credit Agreement dated June 20, 2025; loans mature five years after borrowing date; interest at alternate base rate or term SOFR plus applicable margin based on Salesforce's credit ratings; voluntary prepayments permitted without penalty (other than customary SOFR loan breakage); joint lead arrangers include JPMorgan, Banco Santander S.A. New York Branch, Bank of America N.A., Barclays Bank PLC, Citibank N.A., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., RBC Capital Markets LLC, and Wells Fargo Securities LLC

• Underwriting Agreement Closing Conditions — Offering expected to close March 13, 2026, subject to satisfaction of customary closing conditions including: effectiveness of Registration Statement with no stop orders; opinion and negative assurance letters from Wachtell, Lipton, Rosen & Katz (company counsel) and Davis Polk & Wardwell LLP (underwriters' counsel) at closing; officer's certificate confirming no Material Adverse Effect, no rating decrease or withdrawal, and accuracy of representations; comfort letter and bring-down comfort letter from Ernst & Young LLP; ratings letters from S&P and Moody's assigning ratings no lower than A+ and A2, respectively; notes eligible for clearance, settlement and trading through DTC
• ASR Final Settlement — Final settlement of each transaction scheduled for Q4 2026; exact share count determined by average daily VWAP less a discount during the term; under certain circumstances, counterparties may deliver additional shares or Salesforce may deliver shares or make cash payment at its election
• Five-Year Credit Agreement Closing — Subject to conditions precedent specified in Section 4.01 of the agreement; proceeds used to repay in full all borrowings under the 364-Day Credit Agreement and Three-Year Credit Agreement and to pay related fees and expenses

• ASR Payment — $25B aggregate payment to ASR counterparties on March 16, 2026
• Share Repurchase Program Authorization — Board authorized aggregate total of $50B of share repurchases in February 2026 (inclusive of any amounts remaining under prior authorizations); original program authorized August 2022
• Senior Notes — Public Offering Prices — 2028 Notes at 99.920%; 2029 Notes at 99.978%; 2031 Notes at 99.809%; 2033 Notes at 99.779%; 2036 Notes at 99.969%; 2046 Notes at 99.821%; 2056 Notes at 99.921%; 2066 Notes at 99.916%
• Senior Notes — Underwriter Purchase Prices — 2028 Notes at 99.820%; 2029 Notes at 99.828%; 2031 Notes at 99.559%; 2033 Notes at 99.479%; 2036 Notes at 99.569%; 2046 Notes at 99.221%; 2056 Notes at 99.171%; 2066 Notes at 99.166%
• Net Offering Proceeds — Approximately $24.9B after deducting underwriting discounts and estimated offering expenses; all net proceeds intended to be used to repurchase shares pursuant to the ASR Agreements
• Term Loan Facility — $6B senior unsecured term loans maturing five years after borrowing date; replaces $4B 364-Day facility and $2B Three-Year facility both dated June 20, 2025
• ASR Initial Share Delivery — Approximately 80% of total shares to be repurchased delivered on March 16, 2026, measured based on closing price of common stock on March 11, 2026