What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-03-05 · 355 added, 189 removed, 1056 unchanged (34% of the section changed)

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generally accepted accounting principles.

Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 5, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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We evaluated the information utilized to determine standalone selling price and we tested the mathematical accuracy of the Company’s calculations.

Impairment of Strategic Investments

Description of the Matter As described in Notes 1 and 3 to the consolidated financial statements, the Company holds investments in privately held equity securities, which are assessed for impairment at least quarterly.

The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee's financial metrics, market acceptance of the investee's product or technology and the rate at which the investee is using its cash.

Significant judgment may be required by the Company in determining if an investment is impaired based on the information available about the investee.

Auditing the Company’s accounting for impairment of privately held equity securities required significant judgment to evaluate management’s assessment of impairment indicators to evaluate whether investments are impaired considering the current economic environment.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to identify impaired privately held equity securities, including controls over assessing impairment indicators.

To test the Company’s judgments and conclusions related to impairment of privately held equity securities, our audit procedures included, among others, obtaining an understanding of the nature of the privately held equity securities and evaluating the Company’s assessment of both qualitative and quantitative factors.

We read the Company’s analysis of a sample of investments and available information including financial metrics and cash usage.

We evaluated the information available to determine the appropriateness of the Company’s conclusions of whether the investments are impaired.

Business Combinations – Valuation of intangible assets

Description of the Matter As described in Note 7 to the consolidated financial statements, the Company completed the acquisition of Informatica, Inc.

during fiscal year 2026 for total net consideration of $9.6 billion.

In connection with this acquisition, management recognized customer relationship and developed technology intangible assets of $3.5 billion.

The valuation of the customer relationship and developed technology intangible assets is complex and judgmental due to the use of subjective assumptions in the valuation models used by management when determining their estimated fair value.

In particular, the fair value estimates for the acquired assets are sensitive to changes in assumptions for revenue growth and operating expenses.

Auditing management’s valuation of customer relationship and developed technology intangibles is complex due to the auditor judgement required to evaluate management’s assumptions used in determining the fair value of these assets.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the determination of the fair value of customer relationship and developed technology intangible assets.

This included controls over management’s development of the assumptions described above.

To test the estimated fair value of the customer relationship and developed technology intangible assets, we performed audit procedures that included, among others, evaluating the significant assumptions used by the Company to develop the forecasted revenue growth rates and projected operating expenses, including validating the completeness and accuracy of the underlying data supporting the assumptions and estimates.

We performed sensitivity analyses to evaluate the changes in the fair value of the assets that would result from changes in the assumptions and compared the more sensitive significant assumptions used by management to current industry and competitor data, the Company’s own historical results and to the historical results of the acquired business.

In addition, we involved a valuation specialist to assist in our evaluation of the methodology used by the Company and the significant assumptions underlying the fair value estimates.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Informatica, Inc.

(Informatica) and Regrello Corp.

(Regrello), which are included in the 2026 consolidated financial statements of the Company and constituted approximately one percent of consolidated total assets and net assets, as of January 31, 2026, and less than one percent of consolidated total revenues and total operating expenses, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Informatica and Regrello.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 2, 2026 expressed an unqualified opinion thereon.

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Additional paid-in capital 68,835 64,576

Accumulated other comprehensive loss ( 266 ) ( 225 )

Accumulated other comprehensive income (loss) 313 ( 266 )

Retained earnings 22,221 16,369

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Income from operations 8,331 7,205 5,011

Losses on strategic investments, net ( 121 ) ( 277 ) ( 239 )

Other income (expense) 354 216 ( 131 )

Gains (losses) on strategic investments, net 1,017 ( 121 ) ( 277 )

Other income 172 354 216

Income before provision for income taxes 9,520 7,438 4,950

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Other comprehensive income (loss), net of reclassification adjustments:

Foreign currency translation and other losses ( 66 ) ( 11 ) ( 35 )

Unrealized gains (losses) on marketable securities and privately held debt securities 31 83 ( 94 )

Other comprehensive income (loss), before tax ( 35 ) 72 ( 129 )

Foreign currency translation and other gains (losses) 543 ( 66 ) ( 11 )

Unrealized gains on marketable securities 44 31 83

Other comprehensive income, before tax 587 ( 35 ) 72

Tax effect ( 8 ) ( 6 ) ( 23 )

Other comprehensive income (loss), net ( 41 ) 49 ( 108 )

Other comprehensive income, net 579 ( 41 ) 49

Comprehensive income $ 8,036 $ 6,156 $ 4,185

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Stock-based compensation 0 0 0 0 2,800 0 0 2,800

Other comprehensive loss, net of tax 0 0 0 0 0 ( 108 ) 0 ( 108 )

Other comprehensive income, net of tax 0 0 0 0 0 49 0 49

Net income 0 0 0 0 0 0 4,136 4,136

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Stock-based compensation 0 0 0 0 3,200 0 0 3,200

Other comprehensive income, net of tax 0 0 0 0 0 49 0 49

Other comprehensive loss, net of tax 0 0 0 0 0 ( 41 ) 0 ( 41 )

Cash dividends declared 0 0 0 0 0 0 ( 1,549 ) ( 1,549 )

Net income 0 0 0 0 0 0 6,197 6,197

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Common stock issued 17 0 0 0 1,062 0 0 1,062

Common stock withheld related to net share settlement of equity awards 0 0 0 0 ( 325 ) 0 0 ( 325 )

Common stock repurchased 0 0 ( 50 ) ( 12,721 ) 0 0 0 ( 12,721 )

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Other comprehensive loss, net of tax 0 0 0 0 0 579 0 579

Cash dividends declared 0 0 0 0 0 0 ( 1,549 ) ( 1,549 )

Cash dividends and dividend equivalents declared 0 0 0 0 0 0 ( 1,605 ) ( 1,605 )

Net income 0 0 0 0 0 0 7,457 7,457

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Stock-based compensation expense 3,509 3,183 2,787

Losses on strategic investments, net 121 277 239

(Gains) losses on strategic investments, net ( 1,017 ) 121 277

Changes in assets and liabilities, net of business combinations:

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Financing activities:

Proceeds from issuance of debt, net of issuance costs 6,000 0 0

Repurchases of common stock ( 12,596 ) ( 7,829 ) ( 7,620 )

Payments for taxes related to net share settlement of equity awards ( 351 ) 0 0

Proceeds from employee stock plans 1,039 1,540 1,954

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Repayments of debt 0 ( 1,000 ) ( 1,182 )

Payments of dividends ( 1,537 ) 0 0

Payments of dividends and dividend equivalents ( 1,587 ) ( 1,537 ) 0

Net cash used in financing activities ( 8,079 ) ( 9,429 ) ( 7,477 )

Effect of exchange rate changes 152 ( 124 ) 26

Net increase in cash and cash equivalents 376 1,456 1,552

Net increase (decrease) in cash and cash equivalents ( 1,521 ) 376 1,456

Cash and cash equivalents, beginning of period 8,848 8,472 7,016

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(the “Company”) is a global leader in customer relationship management technology that brings companies and customers together.

With the deeply unified Salesforce Platform, the Company delivers a single source of truth, connecting customer data with integrated artificial intelligence (“AI”) across systems, apps and devices to help companies sell, service, market and conduct commerce from anywhere.

During the third quarter of fiscal 2025, the Company introduced Agentforce, a new layer of the trusted Salesforce Platform that enables companies to build and deploy AI agents that can respond to inputs, make decisions and take action autonomously across business functions.

With the deeply unified Agentforce 360 Platform, the Company delivers a single source of truth, connecting customer data with integrated artificial intelligence (“AI”) across systems, apps and devices to help companies sell, service, market and conduct commerce from anywhere.

During the third quarter of fiscal 2025, the Company introduced Agentforce, a new layer of the trusted Agentforce 360 Platform that enables companies to build and deploy AI agents that can respond to inputs, make decisions and take action autonomously across business functions.

Agentforce includes a suite of customizable agents for use across sales, service, marketing and commerce.

Since its founding in 1999, the Company has pioneered innovations in cloud, mobile, social, analytics and AI, enabling companies of every size and industry to transform their businesses in the digital-first world.

Since its founding in 1999, the Company has enabled companies of every size and industry to transform their businesses in the digital-first world, pioneering innovations in cloud, mobile, social, analytics and AI.

The Company’s fiscal year ends on January 31.

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Over the past few years, the Company has completed a number of acquisitions which have allowed the Company to expand its offerings, presence and reach in various market segments of the enterprise cloud computing market.

While the Company has offerings in multiple enterprise cloud computing market segments, including as a result of the Company's acquisitions, and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company's service offerings operate on the Salesforce Platform and are deployed in a nearly identical manner, and the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated net income basis.

Additionally, the measure of segment assets is reported on the balance sheet as total consolidated assets.

The Company’s significant segment expenses, which are the expenses included in operating income as well as losses on strategic investments, and other segment items, which includes other income (expense) and benefit from (provision for) income taxes, are included in the Company’s consolidated statement of operations.

Additionally, further components of the Company’s measure of profit or loss, which is net income, are included throughout the Company’s financial statements.

While the Company has offerings in multiple enterprise cloud computing market segments, including as a result of the Company's acquisitions, and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company's service offerings operate on the Agentforce 360 Platform and are deployed in a nearly identical manner, and the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated net income basis.

Additionally, the measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The Company’s significant segment expenses, which are the expenses included in operating income as well as gains (losses) on strategic investments, and other segment items, which includes other income and provision for income taxes, are included in the Company’s consolidated statement of operations.

Additionally, further components of the Company’s measure of profit or loss, which is consolidated net income, are included throughout the Company’s financial statements.

Concentrations of Credit Risk, Significant Customers and Investments

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The Company is also exposed to concentrations of risk in its strategic investment portfolio, including within specific industries, as the Company primarily invests in enterprise cloud companies, technology st artups and system integrators.

As of January 31, 2025, the Company held four investments, all privately held, with carrying values that were individually greater than five percent of its total strategic investments portfolio and represented approximately 24 percent o f the portfolio in the aggregate.

As of January 31, 2024 , the Company held two investments, both privately held, with carrying values that were individually greater than five percent of its strategic investments portfolio and represented approximately 16 percent of the portfolio in the aggregate.

As of January 31, 2026, two of the Company’s privately held investments had carrying values that were individually greater than five percent of its total strategic investments portfolio and represented approximately 35 percent o f the portfolio in the aggregate.

As of January 31, 2025 , the Company held four investments, all privately held, with carrying values that were individually greater than five percent of its strategic investments portfolio and represented approximately 24 percent of the portfolio in the aggregate.

Revenue Recognition

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(1) subscription and support revenues and (2) professional services and other revenues.

Subscription and support revenues include subscription fees from customers accessing the Company’s enterprise cloud computing services (collectively, “Cloud Services”), software license revenues from the sales of term software licenses and support revenues from the sales of support and updates beyond the basic subscription or software license sales.

Subscription and support revenues primarily include subscription fees from customers accessing the Company’s enterprise cloud computing services (collectively, “Cloud Services”), software license revenues from the sales of term software licenses and support revenues from the sales of support and updates beyond the basic subscription or software license sales.

Professional services and other revenues include professional and advisory services for process mapping, project management and implementation services and training services.

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For contracts with term software licenses where revenue is recognized upfront when the software is made available to the customer, costs allocable to those licenses are expensed as they are incurred.

Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force.

Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired, (2) commissions paid to employees upon renewals of subscription and support contracts, (3) the associated payroll taxes and fringe benefit costs associated with the payments to the Company’s employees and (4) to a lesser extent, success fees paid to partners in emerging markets where the Company has a limited presence.

Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force on new and renewal contracts, the associated payroll and benefit costs, and success fees paid to partners.

Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years , which is longer than the typical initial contract period, but reflects the estimated average period of benefit, including expected contract renewals.

In arriving at this average period of benefit, the Company evaluates both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition.

Additionally, the Company amortizes capitalized costs for renewals and success fees paid to partners over two years .

Additionally, the Company amortizes capitalized costs for renewals over two years .

The capitalized amounts are recoverable through future revenue streams under all noncancellable customer contracts.

The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment.

The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates

or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment.

Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying consolidated statements of operations.

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Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses.

Expected credit losses on securities are recognized in other income on the consolidated statements of operations and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in stockholders' equity.

For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is based on the specific-identification method.

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Strategic Investments

The Company holds strategic investments in privately held debt and equity securities and publicly held equity securities in which the Company does not have a controlling interest.

The Company holds strategic investments in publicly held equity securities, privately held equity securities and other investments in which the Company does not have a controlling interest.

Privately held equity securities where the Company lacks a controlling financial interest but does exercise significant influence are accounted for under the equity method.

Privately held equity securities not accounted for under the equity method are recorded at cost and adjusted only for observable transactions for same or similar investments of the same issuer or impairment events (referred to as the measurement alternative).

All gains and losses on privately held equity securities, realized and unrealized, are recorded through losses on strategic investments, net on the consolidated statements of operations.

Privately held debt securities are recorded at fair value with changes in fair value recorded through accumulated other comprehensive loss on the consolidated balance sheets.

Other privately held investments not classified as debt or equity securities are recorded at cost and adjusted for impairment events, with any associated gains and losses recorded through losses on strategic investments, net on the consolidated statements of operations.

All gains and losses on privately held equity securities, realized and unrealized, are recorded through gains (losses) on strategic investments, net on the consolidated statements of operations.

Other privately held investments not classified as debt or equity securities are recorded at cost and adjusted for impairment events, with any associated gains and losses recorded through gains (losses) on strategic investments, net on the consolidated statements of operations.

Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available market data.

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If the investment is considered impaired, the Company estimates the fair value of the investment and recognizes any resulting impairment through the consolidated statements of operations.

Publicly held equity securities are measured at fair value with changes recorded through losses on strategic investments, net on the consolidated statements of operations.

Publicly held equity securities are measured at fair value with changes recorded through gains (losses) on strategic investments, net on the consolidated statements of operations.

Fair Value Measurement

The Company measures its cash and cash equivalents, marketable securities, publicly held equity securities and foreign currency derivative contracts at fair value.

In addition, the Company measures certain of its strategic investments, including its privately held debt and equity securities, at fair value on a nonrecurring basis when there has been an observable price change in a same or similar security or an impairment event.

In addition, the Company measures certain of its strategic investments, including its privately held equity securities, at fair value on a nonrecurring basis when there has been an observable price change in a same or similar security or an impairment event.

The additional disclosures regarding the Company’s fair value measurements are included in Note 4 “Fair Value Measurement.”

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The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk associated with intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary.

The Company uses forward currency derivative contracts, which are not designated as hedging instruments, to minimize the Company’s exposure to balances primarily denominated in the Euro, British Pound Sterling, Canadian Dollar, Australian Dollar, Brazilian Real and Japanese Yen.

The Company’s derivative financial instruments program is not designated for trading or speculative purposes.

The Company uses forward currency derivative contracts, which are not designated as

hedging instruments, to minimize the Company’s exposure to balances primarily denominated in the Euro, British Pound Sterling, Canadian Dollar, Australian Dollar, Brazilian Real and Japanese Yen.

The Company’s derivative financial instruments program is not conducted for trading or speculative purposes.

The Company generally enters into master netting arrangements with the financial institutions with which it contracts for such derivatives, which permit net settlement of transactions with the same counterparty, thereby reducing risk of credit-related losses from a financial institutions' nonperformance.

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Outstanding foreign currency derivative contracts are recorded at fair value on the consolidated balance sheets.

Unrealized gains or losses due to changes in the fair value of these derivative contracts, as well as realized gains or losses from their net settlement, are recognized as other income (expense) in the consolidated statements of operations consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlying foreign currency denominated receivables and payables.

Unrealized gains or losses due to changes in the fair value of these derivative contracts, as well as realized gains or losses from their net settlement, are recognized as other income in the consolidated statements of operations consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlying foreign currency denominated receivables and payables.

Property and Equipment

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When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses.

The Company has entered into operating and finance leases for corporate offices, data centers, and equipment.

The Company determines if an arrangement is a lease at inception and classifies its leases at commencement.

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Lease expense for operating leases, which includes amortization expense of ROU assets, is recognized on a straight-line basis over the lease term.

Amortization expense of finance lease ROU assets is recognized on a straight-line basis over the lease term and interest expense for finance lease liabilities is recognized based on the incremental borrowing rate.

Amortization expense of finance lease ROU assets is recognized on a straight-line basis over the lease

term and interest expense for finance lease liabilities is recognized based on the incremental borrowing rate.

Expense for variable lease payments is recognized as incurred.

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Such assets are included in property and equipment, net and are amortized over the lease term.

The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space.

The Company has entered into subleases or has made decisions and taken actions to sublease or discontinue use of certain leased assets.

Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease.

For leased assets, such circumstances would include the decision to discontinue use prior to the end of the minimum lease term or subleases, in the case of office space, for which estimated cash flows do not fully cover the costs of the associated lease.

Intangible Assets Acquired through Business Combinations

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In the event the Company acquires an entity with which the Company has a preexisting relationship, the Company will generally recognize a gain or loss to settle that relationship as of the acquisition date within operating income on the consolidated statements of operations.

In the event that the Company acquires an entity in which the Company previously held a strategic investment, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the strategic investment is recorded as a gain or loss and recorded within losses on strategic investments, net in the consolidated statements of operations.

In the event that the Company acquires an entity in which the Company previously held a strategic investment, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the strategic investment is recorded as a gain or loss and recorded within gains (losses) on strategic investments, net in the consolidated statements of operations.

Restructuring

The Company generally recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs, depending on the region an employee works.

The Company generally recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs, depending on the region where an employee works.

Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates.

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Stock-Based Compensation Expense

Stock-based compensation expense is measured based on grant date at fair value using the grant date closing stock price for restricted stock units and restricted stock awards and using the Black-Scholes option pricing model for stock options.

The Company recognizes stock-based compensation expense related to restricted stock units, restricted stock awards, and stock

options on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of four years .

The Company recognizes stock-based compensation expense related to restricted stock units, restricted stock awards, stock options and shares issued pursuant to the ESPP on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which

is generally the vesting term of four years for restricted stock units, restricted stock awards, and stock options, and the 12-month offering period for shares issued pursuant to the ESPP.

The estimated forfeiture rate applied is based on historical forfeiture rates.

The Company grants performance share awards to executive officers and other members of senior management, which may include a market condition, a performance condition, or both.

The Company grants performance-based restricted stock units and performance-based stock options to executive officers and other members of senior management, which may include a market condition, a performance condition, or both, in addition to a service condition.

Stock-based compensation expense related to awards with a market condition are measured at fair value using a Monte Carlo simulation model and the expense related to these awards is recognized on a graded-vesting basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term.

Stock-based compensation expense related to awards with a performance condition are measured based on the grant date closing stock price and the expense related to these awards is recognized based on the requisite service period elapsed, as well as the probability of achievement and estimated attainment of the performance condition as of the end of our reporting period.

Stock-based compensation expense related to the Company’s Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP” or “2004 Employee Stock Purchase Plan”) is measured based on grant date at fair value using the Black-Scholes option pricing model.

The Company recognizes stock-based compensation expense related to shares issued pursuant to the 2004 Employee Stock Purchase Plan on a straight-line basis over the offering period, which is 12 months.

The ESPP allows employees to purchase shares of the Company's common stock at a 15 percent discount from the lower of the Company’s stock price on (i) the first day of the offering period or on (ii) the last day of the purchase period.

The ESPP also allows employees to reduce their percentage election once during a six-month purchase period (December 15 and June 15 of each fiscal year), but not to increase that election until the next one-year offering period.

The ESPP includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.

The Company, at times, grants unvested restricted shares to employee stockholders of certain acquired companies in lieu of cash consideration.

These awards are generally subject to continued post-acquisition employment.

Therefore, the Company accounts for them as post-acquisition stock-based compensation expense.

The Company recognizes stock-based compensation expense equal to the grant date fair value of the restricted stock awards, based on the closing stock price on grant date, on a straight-line basis over the requisite service period of the awards, which is generally four years .

Advertising Expenses

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The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid.

The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

The Company may also be

subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions.

New Accounting Pronouncements Adopted in Fiscal 2026

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires additional operating segment disclosures in annual and interim consolidated financial statements.

The Company adopted ASU 2023-07 in the fourth quarter of fiscal year 2025 on a retrospective basis.

New Accounting Pronouncements Pending Adoption

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a retrospective or prospective basis.

The Company is evaluating the effect that ASU 2023-09 will have on its financial statement disclosures.

The Company adopted ASU 2023-09 in the fourth quarter of fiscal 2026 on a retrospective basis.

New Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued Accounting Standards Update No.

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The Company is evaluating the effect that ASU 2024-03 will have on its financial statement disclosures.

In September 2025, the FASB issued Accounting Standards Update 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which provides targeted improvements to the accounting for internal-use software costs by replacing the existing project-stage model with a principles-based approach to determine when capitalization of costs should begin.

ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027 on a prospective basis, with early adoption permitted.

The Company is currently evaluating the effect that ASU 2025-06 will have on its financial statement disclosures.

Disaggregation of Revenue

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2026 2025 2024

Sales $ 8,322 $ 7,580 $ 6,831

Service 9,054 8,245 7,369

Platform and Other 7,247 6,611 5,967

Marketing and Commerce 5,281 4,912 4,516

Integration and Analytics (1) 5,775 5,189 4,338

Agentforce Sales $ 9,028 $ 8,322 $ 7,580

Agentforce Service 9,818 9,054 8,245

Agentforce 360 Platform, Slack and Other (2) 8,882 7,247 6,611

Agentforce Marketing and Agentforce Commerce 5,428 5,281 4,912

Agentforce Integration and Agentforce Analytics 6,232 5,775 5,189

$ 39,388 $ 35,679 $ 32,537

(1) In the fourth quarter of fiscal 2024, the Company renamed the service offering previously referred to as Data to Integration and Analytics, which includes MuleSoft and Tableau.

(1) In the third quarter of fiscal 2026, the Company renamed its service offerings to reference Agentforce.

There were no changes in the allocation of revenue between these service offerings as a result of this change.

(2) Agentforce 360 Platform, Slack and Other revenue for the year ended January 31, 2026 includes $ 388 million in subscription and support revenue from Informatica, Inc.

(“Informatica”), which the Company acquired in November 2025.

Total Revenue by Geographic Locations

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Billings and other (1) 45,099 39,635

Contribution from contract asset ( 34 ) 110

Revenue recognized over time ( 39,041 ) ( 35,628 )

Revenue recognized at a point in time ( 2,484 ) ( 2,267 )

Unearned revenue from business combinations 156 4

Unearned revenue, end of period $ 24,317 $ 20,743

(1) Other includes, for example, the impact of foreign currency translation.

(1) Other includes, for example, the impact of foreign currency translation as well as contributions from contract assets and business combinations, including $ 651 million from Informatica as of the acquisition date.

Revenue recognized over time primarily includes Cloud Services subscription and support revenue, which is generally recognized ratably over time, and professional services and other revenue, which is generally recognized ratably or as delivered.

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As of January 31, 2025 $ 30.2 $ 33.2 $ 63.4

(1) Includes approximately $ 2.2 billion of remaining performance obligation related to Informatica.

Marketable Securities

At January 31, 2025, marketable securities consisted of the following (in millions):

As of January 31, 2026, marketable securities consisted of the following (in millions):

Cost Unrealized

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Total marketable securities $ 2,223 $ 16 $ ( 1 ) $ 2,238

At January 31, 2024, marketable securities consisted of the following (in millions):

As of January 31, 2025, marketable securities consisted of the following (in millions):

Cost Unrealized

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$ 2,238 $ 5,184

Interest income from marketable securities for fiscal 2025, 2024 and 2023 was $ 647 million, $ 527 million and $ 199 million, respectively, and is included in other income (expense) in the consolidated statements of operations.

Interest income from marketable securities for fiscal year ended January 31, 2026, 2025, and 2024 was $ 539 million, $ 647 million, and $ 527 million, respectively, and is included in other income in the consolidated statements of operations.

Strategic Investments

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Equity securities $ 5 $ 7,415 $ 127 $ 7,547

Debt securities and other investments 0 0 41 41

Other investments 0 0 44 44

Balance as of January 31, 2026

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Equity securities $ 69 $ 4,617 $ 125 $ 4,811

Debt securities and other investments 0 0 81 81

Other investments 0 0 41 41

Balance as of January 31, 2025

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The carrying value of VIEs within strategic investments was $ 160 million and $ 484 million, as of January 31, 2026 and January 31, 2025, respectively.

Losses on Strategic Investments, Net

The components of losses on strategic investments, net were as follows (in millions):

Gains (losses) on Strategic Investments, Net

The components of gains (losses) on strategic investments, net were as follows (in millions):

4 Fiscal Year Ended January 31,

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Unrealized gains recognized on privately held equity securities, net 1,470 358 119

Impairments on privately held equity and debt securities ( 582 ) ( 466 ) ( 491 )

Unrealized losses, net ( 240 ) ( 318 ) ( 310 )

Realized gains on sales of securities, net 119 41 71

Losses on strategic investments, net $ ( 121 ) $ ( 277 ) $ ( 239 )

Impairments on privately held equity securities and other investments ( 496 ) ( 582 ) ( 466 )

Unrealized gains (losses), net 970 ( 240 ) ( 318 )

Realized gains (losses) on sales of securities, net 47 119 41

Gains (losses) on strategic investments, net $ 1,017 $ ( 121 ) $ ( 277 )

Unrealized gains and losses recognized on privately held equity securities, net includes upward and downward adjustments from equity securities accounted for under the measurement alternative, as well as gains and losses from private equity securities in other measurement categories.

For privately held securities accounted for under the measurement alternative, the Company recorded upward adjustments of $ 385 million and $ 125 million and impairments and downward adjustments of $ 583 million and $ 465 million for fiscal 2025 and 2024 , respectively.

For privately held securities accounted for under the measurement alternative, the Company recorded upward adjustments of $ 1.5 billion and $ 385 million and impairments and downward adjustments of $ 511 million and $ 583 million for fiscal 2026 and 2025 , respectively.

Upward adjustments to measurement alternative investments in fiscal 2026 included $ 1.2 billion in gains from one privately held equity investment.

Realized gains on sales of securities, net reflects the difference between the sale proceeds and the carrying value of the security at the beginning of the period or the purchase date, if later.

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Strategic Investments Measured and Recorded at Fair Value on a Non-Recurring Basis

Substantially all of the Company's privately held debt and equity securities and other investments are recorded at fair value on a non-recurring basis.

Substantially all of the Company's privately held equity securities and other investments are recorded at fair value on a non-recurring basis.

The estimation of fair value for these investments requires the use of significant unobservable inputs, and as a result, the Company deems these assets as Level 3 within the fair value measurement framework.

For privately held equity investments without a readily determinable fair value, the Company applies valuation methods based on information available, including the market approach and option pricing models (“OPM”).

Observable transactions, such as the issuance of new equity by an investee, are indicators of investee enterprise value and are used to estimate the fair value of the privately held equity investments.

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When indicators of impairment are observed for privately held equity securities, the Company generally uses the market approach to estimate the fair value of its investment, giving consideration to the latest observable transactions, as well as the investee's current and projected financial performance and other significant inputs and assumptions, including estimated time to exit, selection and analysis of guideline public companies and the rights and obligations of the securities the Company holds.

The Company's privately held debt and equity securities and other investments amounted to $ 4.8 billion and $ 4.8 billion as of January 31, 2025 and January 31, 2024, respectively.

The Company's privately held equity securities and other investments amounted to $ 7.6 billion and $ 4.8 billion as of January 31, 2026 and January 31, 2025, respectively.

Property and Equipment, Net and Other Balance Sheet Accounts

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Property and equipment, net $ 3,120 $ 3,236

Depreciation and amortization expense totaled $ 1.0 billion, $ 1.1 billion and $ 903 million during fiscal 2025, 2024 and 2023, respectively.

Depreciation and amortization of fixed assets totaled $ 1.2 billion, $ 1.0 billion and $ 1.1 billion during fiscal 2026, 2025 and 2024, respectively.

Other Balance Sheet Accounts

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Under these agreements, the Company expects to receive sublease income of approximately $ 258 million in the next five years and $ 35 million thereafter.

Of the total lease commitment balance, including leases not yet commenced, of $ 4.0 billion, approximately $ 3.3 billion is related to facilities space.

Of the total lease commitment balance, including leases not yet commenced, of $ 4.4 billion, approximately $ 3.8 billion is related to office space and data center facilities.

The remaining commitment amount is primarily related to equipment.

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Fiscal Year 2026

Regrello Corp.

In October 2025, the Company acquired all of the outstanding stock of Regrello Corp.

(“Regrello”), the developer of an AI-native business process automation solution.

The acquisition date fair value of the consideration transferred for Regrello was $ 818 million, which consisted primarily of $ 815 million in cash.

The Company recorded $ 704 million of goodwill in its condensed consolidated balance sheet which is primarily attributed to Regrello’s assembled workforce and expanded market opportunities.

The goodwill associated with the acquisition of Regrello has no tax basis and is not deductible for U.S.

income tax purposes.

The Company also recorded approximately $ 140 million of intangible assets in its consolidated balance sheet for developed technology with a useful life of four years .

The fair values assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax matters are finalized.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The Company has included the financial results of Regrello, which were not material, in its consolidated financial statements from the date of acquisition.

The transaction costs associated with the acquisition were not material.

Informatica, Inc.

In November 2025, the Company acquired all outstanding stock of Informatica, a leader in enterprise AI-powered cloud data management.

The Company has included the financial results of Informatica in the consolidated financial statements from the date of acquisition.

The transaction costs associated with the acquisition were not material.

The acquisition date fair value of the consideration transferred for Informatica was approximately $ 9.6 billion, which consisted of the following (in millions):

Fair value of pre-existing relationship 62

Fair value of equity plan assumed 36

Total $ 9,636

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in millions):

Cash and cash equivalents $ 1,405

Accounts receivable 233

Property and equipment, net 128

Operating lease right-of-use assets 27

Other assets 149

Goodwill 5,257

Intangible assets 3,818

Accounts payable, accrued expenses and other current liabilities ( 221 )

Unearned revenue ( 651 )

Operating lease liabilities ( 30 )

Other noncurrent liabilities ( 36 )

Deferred tax liability ( 443 )

Net assets acquired $ 9,636

The excess of purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill.

The resulting goodwill is primarily attributed to the assembled workforce and expanded market opportunities, including integrating the Informatica product offering with existing Company service offerings.

The goodwill is not deductible in the U.S.

for income tax purposes.

The fair values assigned to assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax matters are finalized.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions):

Fair Value Useful Life

Developed technology - Cloud $ 1,350 7 years

Developed technology - Other 270 3 years

Customer relationships 1,840 10 years

Trade names 79 4 years

Backlog 279 2 years

Total intangible assets subject to amortization $ 3,818

Developed technology represents the preliminary estimated fair value of Informatica's data management solutions.

Customer relationships represent the preliminary estimated fair values of the underlying relationships with Informatica’s customers.

The Company assumed restricted stock units and restricted stock awards with a preliminary estimated fair value of $ 330 million.

Of the total consideration, $ 36 million was preliminarily allocated to the purchase consideration and $ 294 million was preliminarily allocated to future services and will be expensed over the remaining service periods on a straight-line basis.

Revenues and pretax income of Informatica included in the Company’s consolidated statements of operations from the acquisition date to January 31, 2026 are as follows (in millions):

Total revenues $ 399

Pretax income 24

The following pro forma financial information summarizes the combined results of operations for the Company and Informatica, as though the companies were combined as of the beginning of the Company’s fiscal 2025.

The unaudited pro forma financial information was as follows (in millions):

Fiscal Year Ended January 31,

Total revenues $ 42,853 $ 39,535

Pretax income 9,335 6,969

Net income 7,382 5,864

The pro forma financial information for all periods presented above has been calculated after adjusting the results of Informatica to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets and the stock-based compensation expense for restricted stock units and restricted stock awards assumed as though the acquisition occurred as of the beginning of the Company’s fiscal year 2025.

The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable.

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2025.

Fiscal Year 2025

In February 2024, the Company acquired all outstanding stock of Spiff, Inc.

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The Company also recorded approximately $ 52 million of intangible assets for developed technology and customer relationships with useful lives of nine and five years , respectively.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The Company has included the financial results of Spiff, which were not material, in its consolidated financial statements from the date of acquisition.

The transaction costs associated with the acquisition were also not material.

Zoomin Software Ltd.

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The Company also recorded approximately $ 94 million of intangible assets for developed technology with a useful life of three years .

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The Company has included the financial results of Zoomin, which were not material, in its consolidated financial statements from the date of acquisition.

The transaction costs associated with the acquisition were also not material.

Own Data Company Ltd.

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of data protection and data management solutions.

The Company has included the financial results of Own, which were not material, in the consolidated financial statements from the date of acquisition.

The transaction costs associated with the acquisition were not material.

The acquisition date fair value of the consideration transferred for Own was approximately $ 2.1 billion, which consisted of the following (in millions):

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Total $ 2,143

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):

The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):

Cash and cash equivalents $ 44

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income tax purposes.

The fair values assigned to tangible assets acquired and liabilities assumed are preliminary, based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions):

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The Company recognized a gain of approximately $ 40 million as a result of remeasuring its prior equity interest in Own held before the business combination.

The gain is included in losses on strategic investments, net in the consolidated statement of operations.

Fiscal Year 2023

Traction Sales and Marketing Inc.

In April 2022, the Company acquired all outstanding stock of Traction Sales and Marketing Inc.

(“Traction on Demand”), a professional services firm that provides innovative and critical solutions to clients using the Company’s service offerings and other advanced cloud technologies.

The acquisition date fair value of the consideration transferred for Traction on Demand was approximately $ 340 million, which consisted primarily of $ 302 million in cash.

The gain is included in gains (losses) on strategic investments , net in the consolidated statement of operations.

Intangible Assets Acquired Through Business Combinations and Goodwill

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Total $ 10,183 $ 3,956 $ 14,139 $ ( 5,755 ) $ ( 1,569 ) $ ( 7,324 ) $ 4,428 $ 6,815 5.4

(1) Included in Other are in-place leases, trade names, trademarks and territory rights.

(1) Other includes trade names, unbilled backlog, and territory rights.

Amortization of intangible assets resulting from business combinations for fiscal 2026, 2025 and 2024 was $ 1.7 billion, $ 1.6 billion, and $ 1.9 billion, respectively.

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Balance at January 31, 2024 $ 48,620

Acquisitions and adjustments (1) 52

Balance as of January 31, 2024 $ 48,620

Acquisition of Spiff 323

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Balance as of January 31, 2025 $ 51,283

(1) Includes the effect of foreign currency translation.

Acquisition of Regrello 704

Acquisition of Informatica 5,257

Other acquisitions and adjustments (1) 697

Balance as of January 31, 2026 $ 57,941

(1) Includes the effect of foreign currency translation and measurement period adjustments from prior period acquisitions.

The components of the Company's borrowings were as follows (in millions):

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Carrying Value as of January 31, 2026 Carrying Value as of January 31, 2025

2024 Senior Notes (1) July 2021 July 2024 0.625 % 0 0 999

Informatica 364-day Credit Agreement (1)

November 2025 November 2026 4.42 % 4,000 4,000 0

2028 Senior Notes April 2018 April 2028 3.70 1,500 1,497 1,496

2028 Senior Sustainability Notes July 2021 July 2028 1.50 1,000 996 995

Informatica Three-year Credit Agreement (1)

November 2025 November 2028 4.42 2,000 2,000 0

2031 Senior Notes July 2021 July 2031 1.95 1,500 1,493 1,491

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Total noncurrent debt $ 10,439 $ 8,433

(1) The Company repaid in full the 2024 Senior Notes in the second quarter of fiscal 2025.

(1) The contractual interest rate represents the weighted-average for the period outstanding.

The Company was in compliance with all debt covenants as of January 31, 2026.

The carrying amount of the Company’s 364-day and Three-year Credit Agreements approximates fair value as it bears interest at a floating rate that resets frequently and reflects current market spreads for similar credit risk profiles.

The fair value of the Term Loan is classified as Level 2 within the fair value hierarchy.

The total estimated fair value of the Company's outstanding senior unsecured notes (the “Senior Notes”) above was $ 6.7 billion and $ 6.6 billion as of January 31, 2026 and January 31, 2025, respectively .

The fair value was determined based on the closing trading price per $ 100 of the Senior Notes as of the last day of trading of fiscal 2025 and fiscal 2024, and are deemed Level 2 liabilities within the fair value measurement framework.

The fair value was determined based on the closing trading price per $ 100 of the Senior Notes as of the last day of trading of fiscal 2026 and the last day of trading of fiscal 2025, and are deemed Level 2 liabilities within the fair value measurement framework.

The contractual future principal payments for all borrowings as of January 31, 2026 were as follows (in millions):

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Total principal outstanding $ 14,500

Interest expense primarily from out debt instruments for fiscal 2025, 2024 and 2023 was $ 272 million, $ 283 million and $ 300 million, respectively, and is included in other income (expense) in the consolidated statements of operations.

Interest expense, primarily from the Company’s debt instruments for fiscal 2026, 2025, and 2024 was $ 324 million, $ 272 million and $ 283 million, respectively, and is included in other income in the consolidated statements of operations.

Revolving Credit Facility

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There were no outstanding borrowings under the Credit Facility as of January 31, 2026.

Informatica-Related Financing

In June 2025, the Company entered into a 364 -day Credit Agreement that provided the Company with the ability to borrow up to $ 4.0 billion and a three-year Credit Agreement that provided the Company with the ability to borrow up to $ 2.0 billion, both on an unsecured basis, to finance a portion of the cash consideration for the Company’s acquisition of Informatica, the repayment of certain debt of Informatica and the payment of fees, costs and expenses related thereto (collectively, the “Informatica Credit Agreements”).

In November 2025, as part of the acquisition of Informatica, the Company borrowed the full $ 6.0 billion available under the credit facilities associated with the Informatica Credit Agreements, which was outstanding as of January 31, 2026.

For more information regarding the acquisition of Informatica, see Note 7 “Business Combinations.”

Restructuring

In January 2023, the Company announced a restructuring plan intended to reduce operating costs, improve operating margins and continue advancing the Company’s ongoing commitment to profitable growth.

This plan included a reduction of the Company’s workforce and select real estate exits and office space reductions within certain markets.

The employee actions were substantially completed in fiscal 2024 and the real estate actions are expected to be substantially complete in fiscal 2026.

In fiscal 2025, the Company approved restructuring initiatives focused on driving further operational efficiencies, optimizing our management structure and increasing cost optimization efforts to realize long-term sustainable growth through a targeted workforce reduction, which are expected to be substantially complete in fiscal 2026.

The following tables summarize the activities related to the Company’s restructuring initiatives for fiscal 2025 and 2024 (in millions):

Fiscal Year Ended January 31, 2025 Fiscal Year Ended January 31, 2024

Workforce Reduction Office Space Reductions Total Workforce Reduction Office Space Reductions Total

Liability, beginning of the period $ 118 $ 2 $ 120 $ 607 $ 0 $ 607

Charges 386 75 461 541 447 988

Payments ( 196 ) ( 2 ) ( 198 ) ( 1,003 ) ( 27 ) ( 1,030 )

Non-cash items ( 6 ) ( 75 ) ( 81 ) ( 27 ) ( 418 ) ( 445 )

Liability, end of the period $ 302 $ 0 $ 302 $ 118 $ 2 $ 120

The liability for restructuring charges, which is related to workforce and office space reductions, is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

The charges reflected in the tables above related to workforce reduction included charges for employee transition, severance payments, employee benefits and share-based compensation.

The charges reflected in the tables above related to office space reductions included exit charges associated with those reductions.

The Company has undertaken various restructuring initiatives to improve operating margins and continue advancing its ongoing commitment to profitable growth, which have included a reduction of the Company’s workforce, select data center exits, and office space reductions within certain markets.

The Company continues to evaluate and operationalize future programs to drive further operational efficiencies, optimize its management structure and increase cost optimization efforts to realize long-term sustainable growth.

The Company recognized $ 586 million, $ 461 million and $ 988 million in restructuring charges during fiscal 2026, 2025, and 2024 respectively, which were primarily comprised of workforce reductions that include charges for employee transition, severance payments, employee benefits and stock-based compensation, as well as charges for data center exits and office space reductions.

Stockholders’ Equity

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2013 Equity Incentive Plan 34

2014 Inducement Plan 2

Restricted stock activity ( 22 )

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2 2.3 197.71 2 199.01

$ 171.43 to $ 215.17

2 3.1 218.21 2 218.21

2 4.1 218.21 1 218.21

$ 218.63 to $ 307.77

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6 2.8 $ 207.54 6 $ 199.85

Restricted stock activity for fiscal 2025 is as follows:

Restricted stock activity for fiscal 2026 was as follows:

Restricted Stock Outstanding

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Granted - restricted stock units and awards 14 271.38

Granted - performance-based stock units 1 290.64

Granted - performance-based restricted stock units 2 272.68

Canceled ( 3 ) 256.40

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Share Repurchase Program

In August 2022, the Board of Directors authorized a program to repurchase up to $ 10.0 billion of the Company’s common stock (the “Share Repurchase Program”).

In February 2023, the Board of Directors authorized an additional $ 10.0 billion in repurchases under the Share Repurchase Program.

In February 2024, the Board of Directors authorized an additional $ 10.0 billion in repurchases under the Share Repurchase Program for an aggregate total authorization of $ 30.0 billion.

The Company’s Board of Directors (the “Board”) authorized a program to repurchase shares of the Company's common stock (the "Share Repurchase Program"), which commenced in August 2022.

In September 2025, the Board authorized an additional $ 20.0 billion in repurchases under the Share Repurchase Program, for an aggregate total authorization of $ 50.0 billion.

The Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares.

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As of January 31, 2026, the Company was authorized to purchase a remaining $ 17.9 billion of its common stock under the Share Repurchase Program.

The Company announced the following dividends in the fiscal year ended January 31, 2025 (in millions, except dividend per share):

Record Date Payment Date Dividend per Share Amount

March 14, 2024 April 11, 2024 $ 0.40 $ 388

July 9, 2024 July 25, 2024 $ 0.40 $ 388

September 18, 2024 October 8, 2024 $ 0.40 $ 385

December 18, 2024 January 9, 2025 $ 0.40 $ 388

In February 2026, the Board authorized $ 50.0 billion in share repurchases under the Share Repurchase Program that replaced the previous remaining unpurchased authorization.

The Company announced the following dividends:

Quarter Ended Record Date Payment Date Dividend per Share Amount

(in millions)

April 30, 2025 April 10, 2025 April 24, 2025 $ 0.416 $ 406

July 31, 2025 June 18, 2025 July 10, 2025 $ 0.416 $ 404

October 31, 2025 September 17, 2025 October 9, 2025 $ 0.416 $ 400

January 31, 2026 December 18, 2025 January 8, 2026 $ 0.416 $ 395

April 30, 2024 March 14, 2024 April 11, 2024 $ 0.40 $ 388

July 31, 2024 July 9, 2024 July 25, 2024 $ 0.40 $ 388

October 31, 2024 September 18, 2024 October 8, 2024 $ 0.40 $ 385

January 31, 2025 December 18, 2024 January 9, 2025 $ 0.40 $ 388

In February 2026, the Board declared a $ 0.44 dividend per share that is payable on April 23, 2026 to stockholders of record as of the close of business on April 9, 2026.

The domestic and foreign components of income before provision for (benefit from) income taxes consisted of the following (in millions):

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2026 2025 2024

federal taxes at statutory rate $ 1,562 $ 1,040 $ 139

State, net of the federal benefit 106 19 29

Effects of non-U.S.

operations (1) 315 29 287

Tax credits ( 270 ) ( 332 ) ( 239 )

Non-deductible expenses 100 43 94

federal statutory rate $ 1,999 21.0 % $ 1,562 21.0 % $ 1,040 21.0 %

State and local income taxes, net of federal effects (1) 114 1.2 50 0.7 ( 25 ) ( 0.5 )

Foreign tax effects:

Statutory rate difference between Ireland and U.S.

( 197 ) ( 2.1 ) ( 132 ) ( 1.8 ) ( 82 ) ( 1.7 )

Other ( 24 ) ( 0.3 ) 4 0.1 6 0.1

Effects of reorganization of operations and assets - - 90 1.2 137 2.8

Other - - 19 0.3 ( 15 ) ( 0.3 )

Other foreign jurisdictions 463 4.9 233 3.1 264 5.3

Effect of cross-border tax laws:

Global intangible low taxed income, net of foreign tax credit 152 1.6 168 2.3 120 2.4

Foreign-derived intangible income deduction (2) ( 188 ) ( 2.0 ) ( 441 ) ( 5.9 ) ( 127 ) ( 2.6 )

(Windfall)/shortfall related to share-based compensation ( 215 ) ( 36 ) 31

Change in valuation allowance 51 101 171

Other, net ( 35 ) 6 ( 5 )

Other foreign tax credits (3) ( 160 ) ( 1.7 ) ( 46 ) ( 0.6 ) ( 227 ) ( 4.6 )

Other 28 0.3 ( 13 ) ( 0.2 ) 16 0.3

Research and development tax credits ( 368 ) ( 3.9 ) ( 295 ) ( 4.0 ) ( 312 ) ( 6.3 )

Changes in valuation allowance 70 0.7 ( 7 ) ( 0.1 ) 86 1.7

Nontaxable or Nondeductible items

Effects of reorganization of operations and assets - - ( 94 ) ( 1.3 ) ( 105 ) ( 2.1 )

Share-based payment awards 4 0.0 ( 174 ) ( 2.3 ) ( 26 ) ( 0.5 )

Other 30 0.3 ( 7 ) ( 0.1 ) 3 0.1

Changes in unrecognized tax benefits 151 1.6 337 4.5 67 1.4

Other adjustments ( 11 ) ( 0.1 ) ( 13 ) ( 0.2 ) ( 6 ) ( 0.1 )

Provision for (benefit from) income taxes $ 2,063 21.5 % $ 1,241 16.7 % $ 814 16.4 %

(1) Fiscal 2024 effects of non-U.S.

operations included tax benefits from foreign tax credits attributable to IRS notices.

(1) The tax effect in this category primarily reflects state and local taxes in California, Virginia, Illinois, New York, New York City, Pennsylvania, Texas, and Minnesota.

(2) Fiscal 2025 foreign-derived intangible income deduction included tax benefits related to an adjustment for fiscal 2023 and 2024.

(3) Fiscal 2024 foreign tax credits included tax benefits attributable to IRS notices.

Income taxes paid, net of refunds, were as follows (in millions):

Fiscal Year Ended January 31,

2026 2025 2024

Federal $ 658 $ 1,091 $ 417

State 132 276 233

Ireland 92 139 -

Israel - 287 129

Other 400 268 248

$ 1,282 $ 2,061 $ 1,027

Deferred Income Taxes

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Net deferred tax assets (liabilities) $ 2,060 $ 3,489

At January 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 415 million, which expire in fiscal 2026 and through fiscal 2038 with the exception of post-2017 losses that do not expire, federal research and development tax credits of approximately $ 5 million, which expire in fiscal 2029 through fiscal 2045, foreign tax credits of approximately $ 164 million, which expire in fiscal 2029 through fiscal 2035.

The Company had California net operating loss carryforwards of approximately $ 480 million which expire beginning in fiscal 2029 through fiscal 2045, California research and development tax credits of approximately $ 932 million, which do not expire.

At January 31, 2026, the Company had federal net operating loss carryforwards of approximately $ 214 million, which expire in fiscal 2027 and through fiscal 2038 with the exception of post-2017 losses that do not expire, and foreign tax credits of approximately $ 214 million, which expire in fiscal 2029 through fiscal 2036.

The Company had California net operating loss carryforwards of approximately $ 480 million which expire beginning in fiscal 2029 through fiscal 2045, and California research and development tax credits of approximately $ 1.1 billion, which do not expire.

For other states' income tax purposes, the Company had tax credits of approximately $ 70 million, which expire beginning in fiscal 2027 through fiscal 2036, and insignificant net operating loss carryforwards.

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Interest and penalties accrued as of January 31, 2026, 2025 and 2024, were $ 294 million, $ 225 million and $ 136 million, respectively.

Certain prior year tax returns are currently being examined by various taxing authorities in major tax jurisdictions including the United States, Germany and Israel.

Certain prior year tax returns are currently being examined by various taxing authorities in major tax jurisdictions including the United States, India, Germany and Israel.

The Company currently considers U.S.

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As the outcome of the tax audits cannot be predicted with certainty, if any issues addressed in the Company's tax audits are resolved in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future.

The Company anticipates it is reasonably possible that an insignificant decrease of its unrecognized tax benefits may occur in the next 12 months, as the applicable statutes of limitations lapse, ongoing examinations are completed, or tax positions meet the conditions of being effectively settled.

Net Income Per Share

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On February 10, 2025, the Ninth Circuit issued an opinion reversing the district court’s order and instructing the district court to dismiss the complaint with prejudice.

On July 10, 2025, the plaintiff filed a petition for a writ of certiorari with the U.S.

Supreme Court, which was denied on October 6, 2025.

On November 4, 2025, the defendants requested that the district court enter judgment against the plaintiff in the Federal Action.

On November 10, 2025, the court entered judgment for defendants and against the plaintiff, which marks the conclusion of the Federal Action.

The state court actions were consolidated in November 2019, and the consolidated action is captioned In re Slack Technologies, Inc.

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Slack and the other defendants answered the complaint in November 2020.

Plaintiffs filed a motion for class certification on October 21, 2021, which remains pending.

Plaintiffs filed a motion for class certification

on October 21, 2021, which was never ruled upon.

On October 26, 2022, the court stayed the State Court Action pending resolution of Slack’s petition for a writ of certiorari in the Federal Action.

The State Court Action remains stayed pending resolution of the appellate proceedings in the Federal Action.

The Federal Action and the State Court Action seek unspecified monetary damages and other relief on

behalf of investors who purchased Slack’s Class A common stock issued pursuant and/or traceable to the Registration Statement.

On November 7, 2025, the court lifted the stay in the State Court Action solely to permit plaintiffs to take certain discovery and to file a renewed motion for class certification, if they choose to do so.

The State Court Action seeks unspecified monetary damages and other relief on behalf of investors who purchased Slack’s Class A common stock issued pursuant and/or traceable to the Registration Statement.

Backpage Litigation

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The initial action, filed in the Superior Court of California for the County of San Francisco on behalf of numerous plaintiffs, was dismissed with prejudice under Section 230 of the Communications Decency Act (“Section 230”), and that dismissal was affirmed by the California Court of Appeal in December 2021.

In April 2020, an action was filed on behalf of a single plaintiff in the U.S.

District Court for the Northern District of Illinois.

In April 2020, an action involving a single plaintiff was filed in the U.S.

District Court for the Northern District of Illinois, G.G.

Salesforce, Inc., Case No.

1:20-CV-2335 (“G.G.”).

The district court granted the Company’s motion to dismiss the action, and the Seventh Circuit Court of Appeals reversed that ruling in August 2023.

The court has scheduled trial in that matter for June 2026.

On June 12, 2025, after discovery had commenced, plaintiff filed a substantially amended complaint.

On July 9, 2025, the Company filed a motion to dismiss that complaint.

The district court dismissed one of plaintiff’s claims in January 2026.

Trial is currently expected to occur on the remaining claim in the Fall of 2026, but no date has been finalized.

Beginning in April 2020, five actions involving six plaintiffs were filed and consolidated in the U.S.

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Salesforce, Inc., Case No.

4:20-CV-01254.

4:20-CV-01254 (“A.B.”).

The Company moved for summary judgment on the basis that the claims were barred by Section 230.

In November 2023, the court denied the Company’s motion and in December 2024, the Fifth Circuit Court of Appeals affirmed that ruling.

Beginning in May 2023, a number of similar actions have been filed in Texas federal and state courts, including principally:

(1) 30 actions filed in the U.S.

In October 2025, the district court in A.B.

granted the Company’s motion pursuant to 18 U.S.C.

§ 1595(b) to stay the action pending final adjudication of criminal proceedings involving Backpage.

Since May 2023, a number of similar actions have been filed in federal and state courts, including principally:

(1) actions filed by 30 plaintiffs in the U.S.

District Court for the Northern District of Texas, which were consolidated as S.M.A.

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3:23-CV-0915-B (“S.M.A”);

(2) 21 actions filed in Texas state court in Dallas County, which were removed by the Company to the Northern District of Texas, and consolidated as A.S.

(2) actions filed by 21 plaintiffs in Texas state court in Dallas County, which were removed to the U.S.

District Court for the Northern District of Texas and consolidated as A.S.

Salesforce, Inc., Case No.

3:23-CV-1039-B (“A.S.”);

and (3) one action filed in Texas state court in Harris County, which was removed to the U.S.

(3) an action by a single plaintiff filed in Texas state court in Harris County, which was removed to the U.S.

District Court for the Southern District of Texas as T.S.

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4:23-CV-01792 (“T.S.”);

Separately, 19 actions have been filed in Texas state court, which are proceeding in a Texas state court multidistrict litigation in Harris County District Court, captioned In re Jane Doe Cases, MDL 2020-28545.

(4) an action by a single plaintiff filed in Texas state court in Harris County, which was removed to the U.S.

District Court for the Southern District of Texas as A.A.

Salesforce, Inc., Case No.

4:26-CV-00757 (“A.A.”);

(5) an action filed by a single plaintiff in the U.S.

District Court for the Southern District of Texas as Jane Doe (C.S.) v.

Salesforce, Inc., Case No.

2:25-CV-189 (“C.S.”);

(6) an action filed by a single plaintiff in the U.S.

District Court for the Western District of Washington as M.K.

Salesforce.com, Inc, Case No.

2:23-CV-435 (“M.K.”);

(7) an action filed by a single plaintiff in the U.S.

District Court for the Middle District of Florida as I.H.

Salesforce.com, LLC, Case No.

8:24-CV-1678 (“I.H.”);

(8) an action filed by 13 plaintiffs in the U.S.

District Court for the Northern District of Illinois as A.G.B.

Salesforce, Inc., Case No.

25-CV-15801 (“A.G.B.”);

and an action filed by a single plaintiff in the U.S.

District Court for the Northern District of Illinois as J.L.D.

Salesforce, Inc., Case No.

26-CV-01580 (“J.L.D.”).

Six actions have further been filed by 244 plaintiffs in the U.S.

District Court for the Northern District of Illinois and have been consolidated with G.G.

consolidated cases”):

Salesforce, Inc., Case No.

1:25-CV-6867;

Salesforce, Inc., Case No.

1:25-CV-6868;

Salesforce, Inc., Case No.

1:25-CV-6869;

Salesforce, Inc., Case No.

1:25-CV-6870;

Salesforce, Inc., Case No.

1:25-CV-6871;

Salesforce, Inc., Case No.

1:25-CV-6872.

Separately, 19 actions have been filed by 19 plaintiffs in Texas state court, which are proceeding in a Texas state court multidistrict litigation in Harris County District Court, captioned In re Jane Doe Cases, MDL 2020-28545 (“Texas MDL”).

In March 2024, the district court in S.M.A.

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In May 2024, the Company moved to dismiss the amended complaint.

In March 2025, the district court granted the motion as to the Texas state law claims, dismissed the Texas claim with prejudice, and denied the motion as to the federal law claim.

In October 2025, S.M.A.

was stayed pursuant to 18 U.S.C.

§ 1595(b) pending the final adjudication of the criminal proceedings involving Backpage.

In September 2024, the district court in A.S.

denied the Company’s motion to dismiss and the court has scheduled trial for November 2025.

In November 2024, the Company moved for judgment on the pleadings in A.S.

In June 2023, the Company moved to dismiss the T.S.

action, and that motion remains pending.

Plaintiffs’ counsel in these actions have stated that they represent several hundred additional possible claimants.

denied the Company’s motion to dismiss.

In November 2024, the Company moved for judgment on the pleadings.

In May 2025, the district court granted that motion with leave to amend.

Plaintiffs then filed a consolidated amended complaint, and on June 20, 2025, the Company moved to dismiss that complaint.

This motion was pending when, in October 2025, A.S.

also was stayed pursuant to 18 U.S.C.

§ 1595(b) pending the final adjudication of the criminal proceedings involving Backpage.

In June 2023, the Company moved to dismiss T.S., and that motion remains pending.

In March 2024, T.S.

was stayed pending the interlocutory appeal in A.B., which was remanded to

the district court in January 2025.

The Company filed a motion to dismiss in A.A.

in February 2026, and that motion remains pending.

In September 2025, the Company filed a motion to dismiss C.S.

that remains pending.

In October 2025, the Company also filed a motion to stay C.S.

under 18 U.S.C.

§ 1595(b), and that motion remains pending.

Plaintiff in M.K.

voluntarily dismissed her claim against Salesforce in May 2024.

In December 2025, the district court in I.H.

stayed the action pursuant to 18 U.S.C.

§ 1595(b) pending final adjudication of the criminal proceedings involving Backpage.

The Company’s response to Plaintiff’s complaint in A.G.B.

is due in March 2026.

The Company’s response to Plaintiff’s complaint in J.L.D.

is due in April 2026.

The Company filed a motion to dismiss in the G.G.

consolidated cases in January 2026.

That motion remains pending.

The Company filed a motion pursuant to 18 U.S.C.

§ 1595(b) to stay the G.G.

consolidated cases pending the final adjudication of the criminal proceedings involving Backpage in November 2025.

In the Texas MDL, the Company moved to dismiss certain claims by plaintiffs in this MDL who reside outside of Texas on personal jurisdiction, extraterritoriality, and forum non conveniens grounds in the latter half of 2023.

In February 2026, at a hearing on these motions, the court granted the Company’s motions to dismiss on forum non conveniens grounds.

The Company will be dismissed from B.J.A., B.I.R., C.V., T.K., and T.S.J.

pending the court’s written order.

All of the foregoing actions seek unspecified monetary damages, attorneys’ fees, and costs.

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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-K

Item 8. Financial Statements and Supplementary Data