Salesforce Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

In connection with the Company’s acquisition of PredictSpring Inc., on September 12, 2024, the Company issued 82,836 shares of its common stock to certain former stockholders of PredictSpring Inc. that will vest over time. In connection with the Company’s acquisition of Tenyx, Inc., on September 13, 2024, the Company issued 58,514 shares of its common stock to certain former stockholders of Tenyx, Inc. that will vest over time. 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 October 31, 2024 were as follows (in millions, except for average price paid per share):

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