What changed in this filing

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Item 1A. Risk Factors

2025-12-04 compared with 2025-09-04 · 28 added, 27 removed, 630 unchanged (8% of the section changed)

23 unchanged sentences

• Partial or complete loss of invested capital, or significant changes in the fair value, of our strategic investment portfolio.

• Any discontinuance by third-party developers and providers in embracing our technology delivery model and enterprise cloud computing services, or customers asking us for warranties for third-party applications, integrations, data and content.

• Any discontinuance by third-party developers and vendors in embracing our technology delivery model and enterprise cloud computing services, or customers asking us for warranties for third-party applications, integrations, data and content.

• Social and ethical issues, including the use or capabilities of AI in our offerings.

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Our services involve the storage and transmission of our customers’ and our customers’ customers’ proprietary and other sensitive data, including financial, health and other personal information.

Our services and underlying infrastructure may in the future be materially breached or compromised as a result of the following:

Our services and underlying infrastructure have in the past and may in the future be breached or compromised, including, for example, as a result of the following:

• third-party attempts to fraudulently induce our employees or partners to disclose sensitive information to gain access to our customers’ data or IT systems, or our data or our IT systems;

• third party attempts to fraudulently induce our customers to disclose sensitive information to gain access to our customers’ data or IT systems;

• efforts by hackers or sophisticated groups, such as criminal organizations, state-sponsored organizations or nation-states, to launch coordinated cyberattacks on internally built infrastructure or on third-party cloud-computing platform providers, including ransomware, destructive malware and distributed denial-of-service attacks;

• efforts by hackers or sophisticated groups, such as criminal organizations, state-sponsored organizations or nation-states, to launch coordinated cyberattacks or supply chain attacks on our infrastructure or that of our third-party vendors, including through the use of ransomware, destructive malware and distributed denial-of-service attacks;

• third-party attempts to abuse our marketing, advertising, messaging or social products and functionalities to impersonate persons or organizations and disseminate information that is false, misleading or malicious;

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• the increasing complexity of our internal IT systems as we incorporate and secure IT environments from acquired companies and early adoption of new technologies and new ways of sharing data;

• our limited control over our customers or third-party technology providers (including those authorized by customers to access their data), or the processing of data by third-party technology providers, which may not allow us to maintain the integrity or security of such transmissions or processing.

• our limited control over our customers or third-party vendors (including those authorized by customers to access their data), or the processing of data by third-party vendors, which may not allow us to maintain the integrity or security of such transmissions or processing.

In the normal course of business, we and our customers are and have been the target of malicious cyberattacks and have experienced other security incidents.

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Despite precautions taken at these facilities, such as disaster recovery and business continuity arrangements, the occurrence of any of the foregoing events or risks, or a natural disaster or public health emergency, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems or operational failures at these facilities could result in lengthy service interruptions, and no assurance can be provided that any such interruptions would be remediated without significant cost or in a timely manner or at all.

The hardware, software, data and cloud computing platforms that we rely on, including, for example, the large language models leveraged in our AI offerings, may not continue to be available at reasonable prices, on commercially reasonable terms or at all.

The hardware, software, data and cloud computing platforms that we rely on, including, for example, the large language models (“LLMs”) leveraged in our AI offerings, may not continue to be available at reasonable prices, on commercially reasonable terms or at all.

Any loss of the right to use any of these hardware, software, data or cloud computing platforms could significantly increase our expenses and disrupt or otherwise result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained through purchase or license and integrated into our services, and no assurance can be provided that such equivalent technology would be developed or obtained in a timely manner or at all.

As we scale our operations, the amount and type of information transferred on our offerings continue to evolve, including as a result of the deployment of AI technologies, and our infrastructure capacity requirements, including network capacity, computing power and energy requirements, may increase as a result.

Additionally, increased energy consumption, including as a result of AI-related growth, climate-related events, energy market volatility, and power grid disruptions, may increase the operational costs related to inputs across our value chain, including for data centers.

If we experience significant strains on our

data center capacity, whether due to insufficient infrastructure capacity or for other reasons outside of our control, our customers could experience performance degradation or service outages that may subject us to financial liabilities, result in customer losses, subject us to litigation and harm our reputation and business.

Additionally, increased energy consumption, including as a result of AI-related growth, climate-related events, energy market volatility, and power grid disruptions, may increase the

operational costs related to inputs across our value chain, including for data centers.

If we experience significant strains on our data center capacity, whether due to insufficient infrastructure capacity or for other reasons outside of our control, our customers could experience performance degradation or service outages that may subject us to financial liabilities, result in customer losses, subject us to litigation and harm our reputation and business.

As we add data centers and capacity and continue to move to cloud computing platform providers, we move or transfer our data and our customers’ data from time to time.

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As part of our business strategy, we periodically acquire complementary businesses, joint ventures, services and technologies and intellectual property rights.

We continue to evaluate such opportunities and expect to make such acquisitions in the future, such as the pending acquisition of Informatica announced in May 2025.

We continue to evaluate such opportunities and expect to make such acquisitions in the future.

Acquisitions and other transactions and arrangements involve numerous risks and could create unforeseen operating difficulties and expenditures, including:

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In addition, to facilitate acquisitions, we may seek additional equity or debt financing, which may not be available on terms favorable to us or at all, which may affect our ability to complete subsequent acquisitions, and which may affect the risks of owning our common stock.

If we finance acquisitions by issuing equity or convertible or other debt securities or taking out loans, our existing stockholders

may be diluted, or we could face constraints related to the terms of, and repayment obligation related to, the incurrence of indebtedness that could affect the market price of our common stock.

For example, in connection with our pending acquisition of Informatica, we entered into a 364-day Credit Agreement for up to $4.0 billion and a three-year Credit Agreement for up to $2.0 billion, both on an unsecured basis.

If we finance acquisitions by issuing equity or convertible or other debt securities or taking out loans, our existing stockholders may be diluted, or we could face constraints related to the terms of, and repayment obligation related to, the incurrence of indebtedness that could affect the market price of our common stock.

For example, in connection with our acquisition of Informatica, we entered into the Informatica Credit Agreements on an unsecured basis.

In November 2025, the Company borrowed the full $6.0 billion available under the Informatica Credit Agreements to finance a portion of the cash consideration for the acquisition, repay existing indebtedness of Informatica and its subsidiaries, and pay related fees, costs, and expenses.

For more information, see Note 8 “Debt” to the consolidated financial statements in Item I of Part 1.

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Our future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions of our services to our current customers.

This may also require increasingly sophisticated and costly sales efforts that are targeted at senior management.

Similarly, the rate at which our customers purchase new or enhanced services

depends on a number of factors, including general economic conditions and customer receptiveness to any price changes related to these additional features and services.

This may also require increasingly sophisticated and costly sales

efforts that are targeted at senior management.

Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including general economic conditions and customer receptiveness to any price changes related to these additional features and services.

In addition, the markets and monetization strategies for certain offerings, including Agentforce and Data Cloud, remain relatively new and uncertain and as a result our expansion into such offerings, and related investments, may present additional risks and challenges.

For example, we offer certain products, including Agentforce and Data Cloud, through a consumption-based business model and may increase the number of products through which we do so.

We have limited experience with determining optimal pricing for our consumption-based contracts.

Additionally, due to customer flexibility in the timing of their consumption, we could have lower levels of customer consumption of our products than we expect which may result in suboptimal pricing for consumption-based contracts.

We have limited experience with determining optimal pricing for our consumption-based contracts and may have lower levels of customer consumption of our products than we expect which may result in suboptimal pricing for consumption-based contracts.

Periodic changes to our sales organization can be disruptive and may reduce our rate of growth.

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The resulting gains or losses could be material depending on market conditions and events, particularly in periods with economic uncertainty, inflation, geopolitical conflict, volatile public equity markets or unsettled global market conditions.

If third-party developers and providers do not continue to embrace our technology delivery model and enterprise cloud computing services, or if our customers seek warranties from us for third-party applications, integrations, data and content, our business could be harmed.

Our success depends on the willingness of a growing community of third-party developers and technology providers to build applications and provide integrations, data and content that are complementary to our services.

If third-party developers and vendors do not continue to embrace our technology delivery model and enterprise cloud computing services, or if our customers seek warranties from us for third-party applications, integrations, data and content, our business could be harmed.

Our success depends on the willingness of a growing community of third-party developers and vendors to build applications and provide integrations, data and content that are complementary to our services.

Without the continued development of these applications and provision of such integrations, data and content, both current and potential customers may not find our services sufficiently attractive, which could impact future sales.

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Our decisions about whether to conduct business with potential customers, or whether to continue or expand business with existing customers, may also impact our ability to attract or retain employees and customers, and could result in negative publicity or reputational harm.

Further, actions taken by our customers and employees, including through the use or misuse of our products or new technologies for illegal activities or improper information sharing, may result in reputational harm or possible liability, particularly in light of regulatory requirements like the Digital Services Act (“DSA”) from the EU.

For example, we have been subject to allegations in legal proceedings that we should be liable for the use of certain of our products by third parties.

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In Europe, the Digital Operational Resilience Act (“DORA”), which aims to ensure the resilience of the EU financial sectors, including through mandatory risk management, incident reporting, resilience testing and third-party outsourcing restrictions, went into effect in January 2025.

The UK is advancing similar legislation and other countries may follow.

The UK has implemented similar legislation and other countries may follow.

Further, countries and states are applying their data and consumer protection laws to AI, and particularly generative AI, and/or are enacting or considering legal frameworks on AI, such as the EU’s AI Act, and the Utah Artificial Intelligence Policy Act, the Colorado Artificial Intelligence Act and the draft CCPA regulations on automated decision-making technology.

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Any changes, ambiguity or uncertainty in taxing jurisdictions’ administrative interpretations, decisions, policies and positions could also materially impact our income tax liabilities.

For example, as a result of the recently enacted One Big Beautiful Bill Act (the “OBBBA”), we expect to be subject to Corporate Alternative Minimum Tax (“CAMT”).

While certain changes brought forth by the OBBBA, notably, the immediate deduction of domestic research and development expenditures favorably impact our cash flows from operating activities, our tax provision may be adversely impacted to the extent additional clarification or interpretive guidance related to the OBBBA is released, or if there are changes to our valuation allowance assessment related to CAMT credits.

For example, as a result of the recently enacted OBBBA, we could be subject to Corporate Alternative Minimum Tax (“CAMT”).

We may also be subject to additional tax liabilities and penalties due to changes in non-income based taxes resulting from changes in federal, state, local or international tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies and positions, results of tax examinations, settlements or judicial decisions, changes in accounting principles, or changes to our business operations, including as a result of acquisitions.

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Our debt service obligations, lease commitments and other contractual obligations may adversely affect our financial condition, results of operations and cash flows.

As of July 31, 2025, we had a substantial level of outstanding debt, including our Senior Notes.

We are also party to the Revolving Loan Credit Agreement, which provides for our $5.0 billion Credit Facility.

Although there were no outstanding borrowings under the Credit Facility as of July 31, 2025, we may use the proceeds of future borrowings under the Credit Facility for general corporate purposes.

As of October 31, 2025, we had a substantial level of outstanding debt, including our Senior Notes.

We are also party to the Revolving Loan Credit Agreement, which provides for our $5.0 billion Credit Facility, as well as the Informatica Credit Agreements.

Although there were no outstanding borrowings under the Credit Facility as of October 31, 2025, we may use the proceeds of future borrowings under the Credit Facility for general corporate purposes.

There were no outstanding borrowings under the Informatica Credit Agreements as of October 31, 2025.

In November 2025, we borrowed the full $6.0 billion available under the Informatica Credit Agreements to finance a portion of the cash consideration for our acquisition of Informatica, repay existing indebtedness of Informatica and its subsidiaries, and pay related fees, costs, and expenses.

In addition to the outstanding and potential debt obligations above, we have also recorded substantial liabilities associated with noncancellable future payments on our long-term lease agreements.

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• recruitment or departure of key personnel;

• disruptions in our service due to computer hardware, software, network or data center problems;

• disruptions in our service due to computer hardware, software, network, data center, or third-party LLM provider problems;

• uncertainty regarding changes in trade policies, including trade wars, the threat or imposition of tariffs or other trade restrictions, as well as any retaliatory actions;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors