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Salesforce美国招股说明书(2026年3月12日版本)

2026-03-12 美股招股说明书 XL
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Prospectus Supplement(To Prospectus dated November30, 2023) Salesforce, Inc. $3,500,000,000 4.500% Senior Notes due 2028$4,250,000,000 4.650% Senior Notes due 2029$3,750,000,000 4.900% Senior Notes due 2031$2,750,000,000 5.200% Senior Notes due 2033$4,500,000,000 5.550% Senior Notes due 2036$1,500,000,000 6.400% Senior Notes due 2046 We expect to use all of the net proceeds from the offering of the notes to repurchase shares of our common stock pursuant to one or more accelerated sharerepurchase agreements (the “ASR Agreements”) that we entered into with one or more of the underwriters or their affiliates and/or one or more other financial Table of Contents The notes will be the Company’s unsecured, unsubordinated debt obligations and will rank equally in right of payment with all of the Company’s other unsecuredand unsubordinated debt obligations from time to time outstanding. Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement. You should alsoconsider the risk factors described in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The notes will not be listed on any national securities exchange. Currently, there are no public markets for the notes. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,including Clearstream Banking S.A., and Euroclear Bank S.A./N.V., against payment in New York, New York on or about March13, 2026, which will be the secondbusiness day following the date of this prospectus supplement (such settlement being referred to as “T+2”). Under Rule 15c6-1 under the Exchange Act (as definedbelow), trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTSUMMARYRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION Prospectus ABOUT THIS PROSPECTUSTHE COMPANYUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF OTHER SECURITIESPLAN OF DISTRIBUTIONSELLING SECURITYHOLDERSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, theaccompanying prospectus, gives more general information, some of which may not apply to this offering. You should read the entire prospectus We have not, and the underwriters have not, authorized any person to provide you with any information other than that contained or incorporatedby reference in this prospectus supplement and the accompanying prospectus and any free writing prospectus prepared by or on behalf of us. We and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not,and the underwriters are not, making an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. You should assume that Unless otherwise specified herein, references to “Salesforce,” “we,” “us,” and “our” in this prospectus supplement and the accompanyingprospectus are to Salesforce, Inc., or Salesforce, Inc. and its consolidated subsidiaries, as the context requires. References to “the Company” in this Table of Contents SUMMARY This summary highlights selected information from this prospectus supplement, the accompanying prospectus and/or the documentsincorporated by reference and should be read together with the information contained in other parts of this prospectus supplement, in theaccompanying prospectus and in the documents incorporated by reference. You should read carefully the entire prospectus supplement, the Salesforce Salesforce is a global leader in customer relationship management technology, helping organizations of any size become agentic enterprises.Founded in 1999, we bring humans, agents, applications, and data together on a trusted, unified platform to unlock growth and innovation. Our artificial intelligence (“AI”) powered Agentforce 360 Platform unites our offerings—spanning sales, service, marketing, commerce,collaboration, data management, integrat