Salesforce, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sales of Unregistered Securities In connection with acquisitions made during the three months ended April 30, 2026, the Company issued: 105,993 shares of its common stock on March 2, 2026; 87,796 shares of its common stock on March 3, 2026; and 262,928 shares of its common stock on April 1, 2026. These issuances were made in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act: Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act and Regulation S promulgated under the Securities Act. Issuer Purchases of Equity Securities Share repurchases of the Company’s common stock for the three months ended April 30, 2026 were as follows (in millions, except for average price paid per share): Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program February 2026 Shares repurchased 8 $190.31 8 $48,483 March 2026 Shares repurchased 3 196.21 3 47,855 Accelerated share repurchase 103 (2) 198.34 (2) 103 (2) 22,855 (2) April 2026 Shares repurchased 0 0.00 0 22,855 Total 114 114 (1) The Board authorized the Share Repurchase Program, which commenced in fiscal 2023. 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 Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Under the Share Repurchase Program, shares of common stock may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, as part of accelerated share repurchases and other methods. The timing, manner, price and amount of any repurchases are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. All repurchases disclosed in the table were made pursuant to the publicly announced Share Repurchase Program. (2) Pursuant to the terms of the ASR Agreements, the Company made up-front payments totaling $25.0 billion and received an initial delivery of approximately 103 million shares of its common stock. The initial share delivery represented approximately 80 percent of the total shares expected to be repurchased under the ASR Agreements. The remaining authorized amount under the Share Repurchase Program was reduced by the full $25.0 billion in up-front payments made as part of the March 2026 accelerated share repurchase. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.