CRM 8-K: Smart Summary
99% reductionOn March 13, 2026, Salesforce, Inc. completed a registered public offering of $25,000,000,000 aggregate principal amount of Senior Notes across eight series, executing a Third Supplemental Indenture with U.S. Bank Trust Company, National Association as trustee; net proceeds were used to repurchase shares of common stock pursuant to accelerated share repurchase agreements.
Item 1.01: Entry into a Material Definitive Agreement
Agreements
- Third Supplemental Indenture — Salesforce, Inc. and U.S. Bank Trust Company, National Association (as trustee, successor in interest to U.S. Bank National Association); dated March 13, 2026; supplements the Base Indenture dated April 11, 2018; establishes eight series of Senior Notes governed by New York law; Notes are unsecured, unsubordinated obligations ranking equally with all other unsecured and unsubordinated debt; company may issue Additional Notes of any series without holder consent
- 4.500% Senior Notes due 2028 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $3,500,000,000 aggregate principal; matures March 15, 2028; Par Call Date February 15, 2028; CUSIP 79466LAQ7 / ISIN US79466LAQ77
- 4.650% Senior Notes due 2029 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $4,250,000,000 aggregate principal; matures March 15, 2029; Par Call Date February 15, 2029; CUSIP 79466LAR5 / ISIN US79466LAR50
- 4.900% Senior Notes due 2031 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $3,750,000,000 aggregate principal; matures September 15, 2031; Par Call Date August 15, 2031; CUSIP 79466LAS3 / ISIN US79466LAS34
- 5.200% Senior Notes due 2033 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $2,750,000,000 aggregate principal; matures March 15, 2033; Par Call Date January 15, 2033; CUSIP 79466LAT1 / ISIN US79466LAT17
- 5.550% Senior Notes due 2036 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $4,500,000,000 aggregate principal; matures March 15, 2036; Par Call Date December 15, 2035; CUSIP 79466LAU8 / ISIN US79466LAU89
- 6.400% Senior Notes due 2046 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $1,500,000,000 aggregate principal; matures March 15, 2046; Par Call Date September 15, 2045; CUSIP 79466LAV6 / ISIN US79466LAV62
- 6.550% Senior Notes due 2056 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $3,750,000,000 aggregate principal; matures March 15, 2056; Par Call Date September 15, 2055
- 6.700% Senior Notes due 2066 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); effective March 13, 2026; $1,000,000,000 aggregate principal; matures March 15, 2066; Par Call Date September 15, 2065
Conditions
- Acceleration — non-bankruptcy Events of Default — Trustee or holders of not less than 25% in aggregate principal amount of outstanding Notes of a series may declare principal plus accrued and unpaid interest immediately due and payable; holders of a majority in aggregate principal amount may rescind acceleration if all Events of Default (other than non-payment of accelerated principal) have been cured or waived
- Acceleration — bankruptcy/insolvency Events of Default — Upon Events of Default under Section 5.02(d) or Section 5.02(e), principal plus accrued and unpaid interest on all outstanding Notes becomes immediately due and payable automatically without declaration
- Covenant default cure period — Default in performance of a covenant must continue for 90 days after written notice by the Trustee or by holders of at least 25% in aggregate principal amount of the outstanding Notes of the applicable series before constituting an Event of Default
- Interest payment default cure period — Default in payment of interest must continue for 30 days before constituting an Event of Default
- Merger/consolidation covenant — Company may not consolidate or merge into another Person or dispose of all or substantially all of its property unless: (i) successor is organized under U.S. law and assumes all obligations; (ii) no Event of Default exists immediately after; and (iii) Officer's Certificate and Opinion of Counsel delivered to Trustee
- Redemption notice — At least 10 days but not more than 60 days before a redemption date, notice must be sent to holders
- Registration — Offer and sale made pursuant to Registration Statement on Form S-3 (Registration No. 333-275814); prospectus supplement dated March 11, 2026 filed pursuant to Rule 424(b)(2); free writing prospectus dated March 11, 2026 filed pursuant to Rule 433
Financial Impact
- Total aggregate principal — $25,000,000,000 across all eight series
- Interest accrual — Accrues from March 13, 2026; paid semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2026; computed on basis of 360-day year of twelve 30-day months; regular record dates are March 1 and September 1
- Optional redemption prior to Par Call Date — Redemption price equal to the greater of: (i) 100% of aggregate principal amount being redeemed, or (ii) present value of remaining scheduled payments discounted at the applicable Treasury Rate plus 15 basis points (2028 Notes), 15 basis points (2029 Notes), 20 basis points (2031 Notes), 20 basis points (2033 Notes), 25 basis points (2036 Notes), 25 basis points (2046 Notes), 30 basis points (2056 Notes), and 30 basis points (2066 Notes); plus accrued and unpaid interest to but not including the Redemption Date
- Optional redemption on or after Par Call Date — 100% of aggregate principal amount being redeemed plus accrued and unpaid interest to but not including the Redemption Date
- Use of proceeds — Net proceeds used to repurchase shares of the Company's common stock pursuant to accelerated share repurchase agreements
- Denominations — Minimum $2,000 and integral multiples of $1,000 in excess thereof; wire transfer available upon request to holders of at least $1,000,000 principal amount
Item 2.03: Creation of a Direct Financial Obligation
Obligations
- 4.500% Notes due 2028 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $3,500,000,000 initial aggregate principal; maturity March 15, 2028; interest rate 4.500% per year; Par Call Date February 15, 2028; CUSIP 79466LAQ7
- 4.650% Notes due 2029 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $4,250,000,000 initial aggregate principal; maturity March 15, 2029; interest rate 4.650% per year; Par Call Date February 15, 2029; CUSIP 79466LAR5
- 4.900% Notes due 2031 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $3,750,000,000 initial aggregate principal; maturity September 15, 2031; interest rate 4.900% per year; Par Call Date August 15, 2031; CUSIP 79466LAS3
- 5.200% Notes due 2033 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $2,750,000,000 initial aggregate principal; maturity March 15, 2033; interest rate 5.200% per year; Par Call Date January 15, 2033; CUSIP 79466LAT1
- 5.550% Notes due 2036 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $4,500,000,000 initial aggregate principal; maturity March 15, 2036; interest rate 5.550% per year; Par Call Date December 15, 2035; CUSIP 79466LAU8
- 6.400% Notes due 2046 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $1,500,000,000 initial aggregate principal; maturity March 15, 2046; interest rate 6.400% per year; Par Call Date September 15, 2045; CUSIP 79466LAV6
- 6.550% Notes due 2056 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $3,750,000,000 initial aggregate principal; maturity March 15, 2056; interest rate 6.550% per year; Par Call Date September 15, 2055
- 6.700% Notes due 2066 — Salesforce, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); $1,000,000,000 initial aggregate principal; maturity March 15, 2066; interest rate 6.700% per year; Par Call Date September 15, 2065
Material Terms
- Interest Payment — Semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026; computed on the basis of a 360-day year composed of twelve 30-day months; Regular Record Dates are the immediately preceding March 1 and September 1
- Ranking — Each series constitutes an unsecured, unsubordinated obligation of the Company
- Denominations — Issuable only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
- Optional Redemption (prior to Par Call Date) — Company may redeem in whole or in part at any time prior to the applicable Par Call Date at the greater of: (i) 100% of aggregate principal amount being redeemed, or (ii) sum of present values of remaining scheduled payments discounted at Treasury Rate plus 15 basis points for the 2028 Notes, 15 basis points for the 2029 Notes, 20 basis points for the 2031 Notes, 20 basis points for the 2033 Notes, 25 basis points for the 2036 Notes, 25 basis points for the 2046 Notes, 30 basis points for the 2056 Notes, and 30 basis points for the 2066 Notes; plus accrued and unpaid interest to but not including the Redemption Date
- Optional Redemption (on or after Par Call Date) — Company may redeem in whole or in part at 100% of aggregate principal amount being redeemed plus accrued and unpaid interest to but not including the Redemption Date
- Redemption Notice — At least 10 days but not more than 60 days before a redemption date
- Events of Default — Include: (a) default in payment of principal or premium when due; (b) default in payment of interest continuing for 30 days; (c) default in performance of any covenant continuing for 90 days after written notice by Trustee or holders of at least 25% in aggregate principal amount; (d) involuntary bankruptcy or insolvency proceedings remaining unstayed for 90 consecutive days; (e) commencement of voluntary bankruptcy or insolvency proceedings
- Acceleration — Upon an Event of Default (other than bankruptcy events), Trustee or holders of not less than 25% in aggregate principal amount may declare principal plus accrued and unpaid interest immediately due and payable; upon bankruptcy Events of Default, amounts become immediately due and payable automatically
- Merger/Consolidation Covenant — Company may not consolidate, merge, or sell all or substantially all of its Property unless (i) the Company is the continuing Person or the successor expressly assumes all obligations under the Notes and Indenture, (ii) no Event of Default shall have occurred and be continuing immediately after giving effect to the transaction, and (iii) an Officer's Certificate and Opinion of Counsel are delivered to the Trustee
- Additional Notes — Company may issue additional Notes of a Series without notice to or consent of Holders, ranking equally and ratably with the applicable Series
- Collateral/Guarantees — None; Notes are unsecured and unsubordinated
- Governing Law — Laws of the State of New York
- Global Form — Notes initially issued as Global Securities deposited with DTC
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