Form 8-K

8-K — Salesforce, Inc.

Accession: 0001193125-26-425881

Filed: 2026-10-20

Period: 2026-10-20

CIK: 0001108524

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d516983d8k.htm (Primary)

EX-99.1 (d516983dex991.htm)

EX-99.2 (d516983dex992.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 20, 2026

Date of Report (date of earliest event reported)

Salesforce, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32224

94-3320693

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Salesforce Tower

415 Mission Street, 3rd Fl

San Francisco, California 94105

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 901-7000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

CRM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

On October 20, 2026, Salesforce, Inc. (the “Company” or “Salesforce”) and Braze, Inc. (“Braze”) issued a joint press release announcing a definitive agreement pursuant to which the Company will acquire Braze on the terms and subject to the conditions set forth therein. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Also on October 20, 2026, the Company published an investor webinar in connection with the transaction. A copy of the investor webinar is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information in this Item 7.01, including the exhibits referenced herein and attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release, dated October 20, 2026, jointly issued by Salesforce, Inc. and Braze, Inc.

99.2

Investor Webinar, dated October 20, 2026

104

Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Salesforce, Inc.

By:

/s/ Robin Washington

Robin Washington

President and Chief Operating and Financial Officer

Dated: October 20, 2026

EX-99.1

Filename: d516983dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Salesforce Signs Definitive Agreement to Acquire Braze

SAN FRANCISCO & NEW YORK (OCTOBER 20, 2026) — Salesforce (NYSE: CRM), the world’s #1 AI CRM, today announced it has

entered into a definitive agreement to acquire Braze (NASDAQ: BRZE), a leading customer engagement platform, for approximately $5.66 billion in enterprise value. Under the terms of the agreement, holders of Braze Class A common stock will

receive $47.50 in cash per share.

Braze helps marketers build deeper customer relationships by responding to customer behavior in real time, coordinating

personalized experiences across mobile apps, websites, email, SMS, WhatsApp, and more. Its cloud-native, event-streaming architecture is optimized for high-volume, real-time B2C engagement, continuously updating customer profiles and adapting

customer journeys while powering trillions of messages and journey actions each year. BrazeAI extends these capabilities with AI-powered optimization across content, offers, channels, and timing, helping

marketers make each interaction more relevant.

“Every interaction is an opportunity to wow your customers,” said Patrick Stokes, President,

Applications and Marketing, Salesforce. “Most of that wow comes from knowing your customer, and responding at just the right moment. Braze was built to turn live customer behavior into personalized engagement at scale. Bringing that capability

together with Salesforce Marketing Cloud, CRM, and Data 360 will deliver that wow moment in every customer interaction.”

“Braze was built on

the conviction that marketers and their creativity are a brand’s ultimate competitive advantage,” said Bill Magnuson, CEO and Co-Founder of Braze. “This past year we shipped at the fastest

pace in our history, and BrazeAI is helping marketers get their best ideas live faster. Salesforce shares our commitment to marketers, and we’ll continue building as Braze and investing in the Braze community of customers and partners who

built this company with us. Salesforce’s platform will help us innovate faster and together we’ll help marketers around the world build deeper, more lasting relationships with their customers.”

AI is raising the bar for marketers, who now need agentic solutions that can understand customers, make decisions, and act in real time. Salesforce is moving

to lead that shift, through both organic innovation and acquisitions that meet the standards of our M&A framework: advancing customer success, fitting within our strategy, accelerating innovation, and creating long-term value.

Following the close of the transaction, Braze’s real-time engagement and AI decisioning capabilities are expected to complement all four layers of

Salesforce’s architecture — Data 360, Customer 360, Agentforce, and SIForce. Within Customer 360, Braze is expected to strengthen Marketing Cloud’s cross-channel personalization, helping brands turn a deeper view of each customer

into richer experiences, optimized in real time at the scale needed to reach hundreds of millions of people.

These capabilities would advance

Salesforce’s vision for a more complete Customer 360 and expand how brands connect with customers across high-volume B2C experiences. Salesforce and Braze also share a commitment to an open, composable approach that gives customers flexibility

across the data, tools, and partners they rely on.

Together, Salesforce and Braze would help businesses:

•

Act on customer behavior in real time. Braze’s event-streaming architecture turns live customer

signals and data from cloud data warehouses and other platforms into personalized messages and coordinated journeys, helping marketers adapt engagement as customers browse, buy, and use products.

•

Deliver richer experiences across channels. Braze’s deep mobile and app capabilities, including in-app messages, personalized content feeds, and live updates, work alongside email, web, and messaging channels to create more connected customer experiences.

•

Make personalization more intelligent. Braze’s AI decisioning helps marketers optimize content,

offers, channels, and timing. Bringing these capabilities together with Salesforce’s customer context and Agentforce would help businesses make engagement more relevant and connect marketing with the broader customer relationship across

commerce, sales, and service.

Braze serves approximately 2,770 customers, including Canva, Dairy Queen, Equinox, Instacart, Urban

Outfitters, and Venmo. Led by co-founders Bill Magnuson and Jon Hyman, Braze would also bring deep expertise in mobile experiences, data engineering, and customer engagement to Salesforce Marketing Cloud.

Transaction Details

The transaction is expected to close

in Salesforce’s fiscal year 2028, subject to customary closing conditions, including approval by Braze’s shareholders and receipt of required regulatory approvals. There is no anticipated change to Salesforce’s FY27 guidance.

Salesforce has not guided FY28 and there is no update to long-term targets at this time.

Advisors

J.P. Morgan Securities LLC is serving as exclusive financial advisor to Salesforce, and Wachtell, Lipton, Rosen & Katz and Covington &

Burling LLP are serving as legal counsel to Salesforce.

Qatalyst Partners is serving as exclusive financial advisor to Braze, and Davis Polk &

Wardwell LLP is serving as legal counsel to Braze.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to the proposed acquisition of Braze by Salesforce.

Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,”

“may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “will”, “commitments,” variations of such

words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based upon Salesforce’s and Braze’s current plans, assumptions, beliefs, and expectations. Forward-looking

statements are subject to the occurrence of many events outside of Salesforce’s and Braze’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous

factors that involve substantial known and unknown risks and uncertainties.

These risks and uncertainties include, among other things, statements regarding the expected benefits to

Salesforce, Braze and their respective customers from completing the transaction, plans for future investment and capital allocation, the expected financial performance of Salesforce following the expected completion of the transaction, and the

expected completion of the transaction. Statements regarding future events are based on the parties’ current expectations, estimates and projections and are necessarily subject to associated risks related to, among other things, (i) the

completion of the proposed transaction on the anticipated terms and timing, or at all, including the parties’ ability to obtain regulatory approvals and the requisite vote by Braze shareholders and satisfy other conditions to the completion of

the transaction, (ii) the effect of the announcement or pendency of the proposed transaction on Braze’s business, operating results, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and

others, (iii) risks that the proposed transaction may disrupt Braze’s current plans and business operations or divert management’s attention from ongoing business operations, (iv) the occurrence of any event, change or other

circumstances that could give rise to the termination of the merger agreement, (v) the risk that the merger agreement may be terminated in circumstances requiring Salesforce or Braze to pay a termination fee, (vi) the risk and outcome of

any legal or regulatory proceedings related to the transaction, (vii) the potential effects on the accounting of the proposed transaction, (viii) legislative, regulatory and economic developments, (ix) general economic conditions,

(x) restrictions during the pendency of the proposed transaction that may impact Braze’s ability to pursue certain business opportunities or strategic transactions, (xi) the retention of key personnel, (xii) the ability of

Salesforce to successfully integrate Braze’s market opportunities, technology, personnel and operations and to achieve expected benefits, including the possibility that the expected benefits from the transaction will not be realized or will

not be realized within the expected time period, (xiii) the possibility that competing offers may be made, (xiv) negative effects of the announcement or the consummation of the proposed acquisition on the market price of Salesforce’s

common stock and/or operating results, (xv) significant transaction costs and expenses, and (xvi) unknown liabilities.

For additional

information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Salesforce’s and Braze’s respective periodic reports and other filings with the

Securities and Exchange Commission (the “SEC”), including the risk factors identified in Salesforce’s and Braze’s most recent Annual Reports on Form 10-K, available at www.sec.gov. The

forward-looking statements included in this press release are made only as of the date hereof. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance

on forward-looking statements. Neither Salesforce nor Braze undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Additional Information and Where to Find It

This press release is being made in respect of a proposed transaction involving Salesforce and Braze. In connection with the proposed transaction, Braze

intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. The information in the preliminary proxy statement will not be complete and may be changed. Braze will deliver the definitive proxy statement

to its shareholders as required by applicable law. This press release does not constitute a solicitation of any vote or approval and is not a substitute for any proxy statement or any other document that may be filed with the SEC in connection with

the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BRAZE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN

THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC

free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Braze (when they become available) may also be obtained free of charge from Braze’s investor relations website at investors.Braze.com.

Participants in the Solicitation

Braze and certain of

its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Braze’s directors and executive officers is available in

Braze’s proxy statement for the 2026 annual meeting of stockholders, which was filed with the SEC on May 18, 2026 (the “2026 Annual Meeting Proxy Statement”, which is available at

sec.gov/Archives/edgar/data/1676238/000114036126021908/ny20068382x2_def14a.htm#tIRD), and in other documents filed by Braze with the SEC. Please refer to the sections captioned “Information Regarding Director Nominees and Current

Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Executive Officers,” “Compensation Discussion and Analysis,” “Pay Versus Performance,” “Non-Employee Director Compensation” and “Security Ownership of Certain Beneficial Owners and Management” in the 2026 Annual Meeting Proxy Statement. Other information regarding the

participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement relating to the proposed transaction and other relevant materials to be

filed with the SEC in connection with the proposed transaction when they become available. Free copies of the proxy statement relating to the proposed transaction and such other materials may be obtained as described in the preceding paragraph.

No Offer or Solicitation

This press release is for

informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Salesforce

Salesforce helps organizations of any size become agentic enterprises - integrating humans, agents, apps, and data on a trusted, unified platform to unlock

unprecedented growth and innovation. Visit www.salesforce.com for more information.

About Braze

Braze is the leading customer engagement platform that empowers brands to Be Absolutely Engaging™.

Braze helps brands deliver great customer experiences that drive value both for consumers and for their businesses. Built on a foundation of composable intelligence, BrazeAI™ allows marketers

to combine and activate AI agents, models, and features at every touchpoint throughout the Braze Customer Engagement Platform for smarter, faster, and more meaningful customer engagement. From cross-channel messaging and journey orchestration to AI-powered decisioning and optimization, Braze enables companies to turn action into interaction through autonomous, 1:1 personalized experiences. The company has been consistently recognized as a Leader in

marketing technology by industry analysts and was named a G2 “Best of Marketing and Digital Advertising Software Product” in 2026. Braze was also named one of Built In’s 2026 Best Places to Work, one of America’s Greenest

Companies for 2025 by Newsweek, and a 2025 Fortune Best Workplace in Technology™ by Great Place To Work®. The company is headquartered

in New York with 15 offices across the Americas, EMEA, and APAC. Learn more at Braze.com.

EX-99.2

Filename: d516983dex992.htm · Sequence: 3

EX-99.2

Salesforce Signs Definitive Agreement

to Acquire Braze Investor Webinar October 20, 2026 Exhibit 99.2

Forward-looking Statements This

presentation contains forward-looking statements, including, but not limited to, statements related to the proposed acquisition of Braze, Inc. (“Braze”) by Salesforce, Inc. (“Salesforce”). Words such as “expects,”

“anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,”

“could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “will”, “commitments,” variations of such words and similar expressions are intended to

identify such forward-looking statements. These forward-looking statements are based upon Salesforce’s and Braze’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many

events outside of Salesforce’s and Braze’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and

unknown risks and uncertainties. These risks and uncertainties include, among other things, statements regarding the expected benefits to Salesforce, Braze and their respective customers from completing the transaction, plans for future investment

and capital allocation, the expected financial performance of Salesforce following the expected completion of the transaction, and the expected completion of the transaction. Statements regarding future events are based on the parties’ current

expectations, estimates and projections and are necessarily subject to associated risks related to, among other things, (i) the completion of the proposed transaction on the anticipated terms and timing, or at all, including the parties’

ability to obtain regulatory approvals and the requisite vote by Braze shareholders and satisfy other conditions to the completion of the transaction, (ii) the effect of the announcement or pendency of the proposed transaction on Braze’s

business, operating results, ability to retain and hire key personnel, and relationships with customers, suppliers, competitors and others, (iii) risks that the proposed transaction may disrupt Braze’s current plans and business operations or

divert management’s attention from ongoing business operations, (iv) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (v) the risk that the merger agreement may be

terminated in circumstances requiring Salesforce or Braze to pay a termination fee, (vi) the risk and outcome of any legal or regulatory proceedings related to the transaction, (vii) the potential effects on the accounting of the proposed

transaction, (viii) legislative, regulatory and economic developments, (ix) general economic conditions, (x) restrictions during the pendency of the proposed transaction that may impact Braze’s ability to pursue certain business opportunities

or strategic transactions, (xi) the retention of key personnel, (xii) the ability of Salesforce to successfully integrate Braze’s market opportunities, technology, personnel and operations and to achieve expected benefits, including the

possibility that the expected benefits from the transaction will not be realized or will not be realized within the expected time period, (xiii) the possibility that competing offers may be made, (xiv) negative effects of the announcement or the

consummation of the proposed acquisition on the market price of Salesforce’s common stock and/or operating results, (xv) significant transaction costs and expenses, and (xvi) unknown liabilities. For additional information about other factors

that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Salesforce’s and Braze’s respective periodic reports and other filings with the Securities and Exchange

Commission (the “SEC”), including the risk factors identified in Salesforce’s and Braze’s most recent Annual Reports on Form 10-K, available at www.sec.gov. The forward-looking statements included in this press release are

made only as of the date hereof. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. Neither Salesforce nor Braze

undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Patrick Stokes President, Applications

& Marketing Robin Washington President and Chief Operating and Financial Officer Bill Magnuson Co-Founder and Chief Executive Officer

Accelerates Salesforce product

differentiation strategy Best-in-class product with extensive ecosystem Represents an attractive customer opportunity Strong ability to increase monetization Cultural and organizational alignment Opportunities to drive significant operational

efficiencies Customer Success & Strategic Fit Acceleration Clear timeline for value accretion Use of balance sheet / non-dilutive form of consideration Appropriate valuation Value Expands Braze's reach via Salesforce's global distribution Adds

deep mobile and data engineering talent Customer first and innovation heritage Efficiencies across combined businesses Complements and extends Salesforce's Marketing products Real-time, personalized mobile engagement Delivers speed and scale for

high-volume B2C brands Growth accretion balanced by near term profitability dilution Expect to fund transaction via cash No change to FY30 framework at this time Responsible M&A Framework

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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