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Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Salesforce, Inc.

Condensed Consolidated Balance Sheets

(in millions)

April 30, 2026January 31, 2026
Assets(unaudited)
Current assets:
Cash and cash equivalents$8,935$7,327
Marketable securities2,9022,238
Accounts receivable, net5,08014,339
Costs capitalized to obtain revenue contracts, net2,0652,075
Prepaid expenses and other current assets2,6312,243
Total current assets21,61328,222
Property and equipment, net3,1503,120
Operating lease right-of-use assets, net1,8892,003
Noncurrent costs capitalized to obtain revenue contracts, net2,9202,985
Strategic investments7,7727,591
Goodwill59,29157,941
Intangible assets acquired through business combinations, net6,6506,815
Deferred tax assets and other assets, net3,3953,628
Total assets$106,680$112,305
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable, accrued expenses and other liabilities$6,582$8,253
Operating lease liabilities, current557548
Unearned revenue20,36324,317
Debt, current04,000
Total current liabilities27,50237,118
Noncurrent debt39,28010,439
Noncurrent operating lease liabilities2,0472,189
Other noncurrent liabilities3,6163,417
Total liabilities72,44553,163
Stockholders’ equity:
Common stock11
Treasury stock, at cost(55,028)(32,228)
Additional paid-in capital64,91368,835
Accumulated other comprehensive income395313
Retained earnings23,95422,221
Total stockholders’ equity34,23559,142
Total liabilities and stockholders’ equity$106,680$112,305

See accompanying Notes.

Salesforce, Inc.

Condensed Consolidated Statements of Operations

(in millions, except per share data)

(unaudited)

1Three Months Ended April 30,
20262025
Revenues:
Subscription and support$10,593$9,297
Professional services and other540532
Total revenues11,1339,829
Cost of revenues (1)(2):
Subscription and support1,9531,611
Professional services and other617654
Total cost of revenues2,5702,265
Gross profit8,5637,564
Operating expenses (1)(2):
Research and development1,6271,460
Sales and marketing3,7693,429
General and administrative740697
Restructuring8036
Total operating expenses6,2165,622
Income from operations2,3471,942
Interest expense(317)(68)
Gains (losses) on strategic investments, net558(63)
Other income133163
Income before provision for income taxes2,7211,974
Provision for income taxes(614)(433)
Net income$2,107$1,541
Basic net income per share$2.43$1.61
Diluted net income per share$2.42$1.59
Shares used in computing basic net income per share868960
Shares used in computing diluted net income per share871970

(1) Amounts include amortization of intangible assets acquired through business combinations, as follows:

Three Months Ended April 30,
20262025
Cost of revenues$244$162
Sales and marketing317233

(2) Amounts include stock-based compensation expense, as follows:

Three Months Ended April 30,
20262025
Cost of revenues$138$151
Research and development310275
Sales and marketing320285
General and administrative10288
Restructuring1015

See accompanying Notes.

Salesforce, Inc.

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(unaudited)

1Three Months Ended April 30,
20262025
Net income$2,107$1,541
Other comprehensive income, net of reclassification adjustments:
Foreign currency translation and other gains (losses)72110
Unrealized gains (losses) on marketable securities(15)31
Cash flow hedges:
Changes in net unrealized gains (losses)310
Reclassification adjustment for net (gains) losses included in net income(3)0
Other comprehensive income, before tax85141
Tax effect(3)(5)
Other comprehensive income, net82136
Comprehensive income$2,189$1,677

See accompanying Notes.

Salesforce, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in millions)

(unaudited)

Three Months Ended April 30, 2026
Common StockTreasury StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Stockholders’ Equity
SharesAmountSharesAmount
Balance at January 31, 20261,073$1(144)$(32,228)$68,835$313$22,221$59,142
Common stock issued4000350035
Common stock withheld related to net share settlement of equity awards0000(250)00(250)
Common stock repurchased00(114)(22,800)(4,566)00(27,366)
Stock-based compensation000085900859
Other comprehensive income, net of tax0000082082
Cash dividends and dividend equivalents declared000000(374)(374)
Net income0000002,1072,107
Balance at April 30, 20261,077$1(258)$(55,028)$64,913$395$23,954$34,235
Three Months Ended April 30, 2025
Common StockTreasury StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal Stockholders’ Equity
SharesAmountSharesAmount
Balance at January 31, 20251,056$1(94)$(19,507)$64,576$(266)$16,369$61,173
Common stock issued6000970097
Common stock repurchased00(10)(2,692)000(2,692)
Stock-based compensation000081700817
Other comprehensive income, net of tax000001360136
Cash dividends and dividend equivalents declared000000(406)(406)
Net income0000001,5411,541
Balance at April 30, 20251,062$1(104)$(22,199)$65,490$(130)$17,504$60,666

See accompanying Notes.

Salesforce, Inc.

Condensed Consolidated Statements of Cash Flows

(in millions)

(unaudited)

1Three Months Ended April 30,
20262025
Operating activities:
Net income$2,107$1,541
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (1)985843
Amortization of costs capitalized to obtain revenue contracts, net584545
Stock-based compensation expense857814
(Gains) losses on strategic investments, net(558)63
Changes in assets and liabilities, net of business combinations:
Accounts receivable, net9,4317,591
Costs capitalized to obtain revenue contracts, net(509)(365)
Prepaid expenses and other current assets and other assets(162)(481)
Accounts payable and accrued expenses and other liabilities(1,897)(1,007)
Operating lease liabilities(138)(124)
Unearned revenue(3,999)(2,944)
Net cash provided by operating activities6,7016,476
Investing activities:
Business combinations, net of cash acquired(1,452)0
Purchases of strategic investments(325)(149)
Sales of strategic investments4156
Purchases of marketable securities(1,089)(2,086)
Sales of marketable securities352405
Maturities of marketable securities61436
Capital expenditures(145)(179)
Net cash used in investing activities(2,183)(1,567)
Financing activities:
Proceeds from issuance of debt, net of issuance costs24,8420
Repurchases of common stock(27,248)(2,633)
Payments for taxes related to net share settlement of equity awards(250)0
Proceeds from employee stock plans230294
Principal payments on financing obligations(130)(179)
Payments of dividends and dividend equivalents(365)(402)
Net cash used in financing activities(2,921)(2,920)
Effect of exchange rate changes1191
Net increase in cash and cash equivalents1,6082,080
Cash and cash equivalents, beginning of period7,3278,848
Cash and cash equivalents, end of period$8,935$10,928

(1) Includes amortization of intangible assets acquired through business combinations, depreciation and impairment of fixed assets and amortization and impairment of right-of-use assets.

See accompanying Notes.

Salesforce, Inc.

Condensed Consolidated Statements of Cash Flows

Supplemental Cash Flow Disclosure

(in millions)

(unaudited)

Three Months Ended April 30,
20262025
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest$87$28
Income taxes, net of tax refunds$239$99

See accompanying Notes.

Salesforce, Inc.

Notes to Condensed Consolidated Financial Statements

1. Summary of Business and Significant Accounting Policies

Description of Business

Salesforce, Inc. (the “Company”) is a global leader in customer relationship management technology that brings companies and customers together. 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. The Company offers Agentforce, a 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 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.

Fiscal Year

The Company’s fiscal year ends on January 31. References to fiscal 2027, for example, refer to the fiscal year ending January 31, 2027.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of April 30, 2026 and the condensed consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for the three months ended April 30, 2026 and 2025 are unaudited.

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of April 30, 2026 and its results of operations, including its comprehensive income, stockholders' equity and cash flows for the three months ended April 30, 2026 and 2025. All adjustments are of a normal recurring nature. The results for the three months ended April 30, 2026 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2027.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto.

Significant estimates and assumptions made by management include the determination of:

  • the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations;

  • the valuation of privately-held strategic investments;

  • the fair value of assets acquired and liabilities assumed for business combinations;

  • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions;

  • the useful lives of intangible assets; and

  • the fair value of certain stock awards issued.

Actual results could differ materially from these estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities as well as income and expenses to be recognized.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Segments

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer in deciding how to allocate resources and assess performance. 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. 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. Additionally, 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. The measure of segment assets is also reported on the condensed 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 condensed 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

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company monitors and manages the overall exposure of its cash balances to individual financial institutions on an ongoing basis. The Company’s marketable securities portfolio consists primarily of investment-grade securities and the Company’s policies limit the amount of credit exposure to any one issuer. The Company does not require collateral for accounts receivable. The Company maintains an allowance for estimated credit losses for its accounts receivable balances. This allowance is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

No single customer accounted for ten percent or more of accounts receivable as of April 30, 2026 and January 31, 2026. No single customer accounted for ten percent or more of total revenue during the three months ended April 30, 2026 and 2025. As of April 30, 2026 and January 31, 2026, assets located outside the Americas were 16 percent of total assets. As of April 30, 2026 and January 31, 2026, assets located in the United States were 82 percent of total assets.

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 technology and artificial intelligence companies, as well as system integrators. As of April 30, 2026 and 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 37 percent and 35 percent of the portfolio in the aggregate, respectively.

Revenue Recognition

The Company derives its revenues from two sources: (1) subscription and support revenues and (2) professional services and other revenues. 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.

Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur.

The Company determines the amount of revenue to be recognized through the application of the following steps:

  • identification of the contract, or contracts, with a customer;

  • identification of the performance obligations in the contract;

  • determination of the transaction price;

  • allocation of the transaction price to the performance obligations in the contract; and

  • recognition of revenue when or as the Company satisfies the performance obligations.

Subscription and Support Revenues

Subscription and support revenues are comprised of fees that provide customers with access to Cloud Services, software licenses and related support and updates during the term of the arrangement.

Cloud Services allow customers to use the Company's multi-tenant software without taking possession of the software. Revenue is generally recognized ratably over the contract term. Substantially all of the Company’s subscription service arrangements are noncancellable and do not contain refund-type provisions.

Subscription and support revenues also include revenues associated with term software licenses that provide the customer with a right to use the software as it exists when made available. Revenues from term software licenses are generally recognized at the point in time when the software is made available to the customer. Revenue from software support and updates is recognized as the support and updates are provided, which is generally ratably over the contract term.

The Company typically invoices its customers annually and its payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in unearned revenue or revenue, depending on whether transfer of control to customers has occurred.

Professional Services and Other Revenues

The Company’s professional services contracts are either on a time and materials, fixed price or subscription basis. These revenues are recognized as the services are rendered for time and materials contracts, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Other revenues consist primarily of training revenues recognized as such services are performed.

Significant Judgments - Contracts with Multiple Performance Obligations

The Company enters into contracts with its customers that may include promises to transfer multiple performance obligations such as Cloud Services, software licenses, support and updates and professional services. A performance obligation is a promise in a contract with a customer to transfer products or services that are concluded to be distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment.

Cloud Services, software licenses and support and updates services are generally concluded to be distinct because such offerings are often sold separately. In determining whether professional services are distinct, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription start date and the contractual dependence of the service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that professional services included in contracts with multiple performance obligations are distinct.

The Company allocates the transaction price to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation.

The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company's go-to-market strategy, historical and current sales and contract prices. In instances where the Company does not sell or price a product or service separately, the Company maximizes the use of observable inputs by using information that may include market conditions. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP.

In certain cases, the Company is able to establish SSP based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a single amount to estimate SSP when indicated by the distribution of its observable prices.

Alternatively, the Company uses a range of amounts to estimate SSP when the pricing practices or distribution of the observable prices are highly variable. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer size and geography.

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining revenue contracts related to noncancellable Cloud Services subscription, ongoing Cloud Services support and license support and updates. 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 sales force on new and renewal contracts, as well as the associated payroll and benefit costs.

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 include the estimated life cycles of its offerings and customer attrition. The Company amortizes capitalized costs for renewals over two years based on similar considerations.

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.

Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying condensed consolidated statements of operations. There were no impairments of costs to obtain revenue contracts for the three months ended April 30, 2026 and 2025.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value.

Marketable Securities

The Company considers all of its marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the condensed consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the condensed consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. 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 condensed consolidated statements of operations and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income 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. Interest on securities classified as available for sale is included as a component of investment income within other income on the condensed consolidated statements of operations.

Strategic Investments

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 gains (losses) on strategic investments, net on the condensed 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 condensed consolidated statements of operations.

Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available market data. In determining the estimated fair value of its strategic investments in privately held companies, the Company utilizes the most recent data available to the Company. The Company assesses its privately held strategic investments quarterly for impairment. 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. If the investment is considered impaired, the Company estimates the fair value of the investment and recognizes any resulting impairment through the condensed 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 condensed 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 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.”

Derivative Financial Instruments

The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk associated with forecasted revenues, intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of its subsidiaries. Beginning in the first quarter of fiscal 2027, the Company began to designate certain forward derivative contracts as hedging instruments in order to minimize the impact of foreign currency volatility on revenues denominated in Euro and Japanese Yen. The Company also 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 institution’s nonperformance. While the contract or notional amount is often used to express the volume of foreign currency derivative contracts, the amounts potentially subject to credit risk are generally limited to the amounts, if any, by which the counterparties’ obligations under the agreements exceed the obligations of the Company to the counterparties. All derivative instruments are recorded at fair value on the condensed consolidated balance sheet.

For foreign currency derivatives designated as cash flow hedges, gains or losses resulting from changes in fair value or net settlement are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the period(s) the forecasted transactions affect earnings. The notional amount of outstanding foreign currency derivative contracts designated as cash flow hedges as of April 30, 2026 was $1.4 billion.

For non-designated foreign currency derivatives, gains or losses resulting from changes in fair value or net settlement are recognized as other income in the condensed consolidated statements of operations consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlying foreign currency denominated balances. The notional amount of outstanding foreign currency derivative contracts not designated as cash flow hedges as of April 30, 2026 and January 31, 2026 was $17.8 billion and $11.9 billion, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows:

Buildings and building improvements10 to 40 years
Computers, equipment and software3 to 5 years
Furniture and fixtures5 years
Leasehold improvementsShorter of the estimated lease term or 10 years

The Company estimates the useful lives of property and equipment upon initial recognition and periodically evaluates the useful lives and whether events or changes in circumstances warrant a revision to the useful lives.

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.

Leases

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. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s condensed consolidated balance sheets. Assets (also referred to as ROU assets) and liabilities recognized from finance leases are included in property and equipment, accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Company’s condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for

the lease term. The corresponding lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less for any asset classes.

Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company has lease agreements which contain both lease and non-lease components, which it has elected to combine for all asset classes. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancellable term of the lease are included in the measurement of the lease liability only when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company's incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments, in the economic environment where the leased asset is located.

The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement.

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. Expense for variable lease payments is recognized as incurred.

On the lease commencement date, the Company also establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. 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 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 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

Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.

Impairment Assessment

The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, including, but not limited to, significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset group to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

The Company evaluates and tests the recoverability of its goodwill for impairment annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable.

Business Combinations

The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations.

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 condensed 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 condensed 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 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. Other exit-related costs, including data center exits and office space reductions, are recognized as incurred once management approval is obtained and operations have ceased.

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 and shares issued pursuant to the Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP”). 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-based restricted stock units and performance-based stock options to executive officers and other members of senior management, which include awards with service and market conditions and awards with service and performance conditions. 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.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidated statements of operations in the period that includes the enactment date.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using

historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the condensed consolidated statements of comprehensive income. Foreign currency transaction gains and losses are included in other income in the condensed consolidated statements of operations.

Warranties and Indemnification

The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe on a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying condensed consolidated financial statements.

The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. 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.

New Accounting Pronouncements Pending Adoption

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disaggregation of certain costs in a separate note to the financial statements, such as the amounts of employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption in annual and interim consolidated financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. 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.

Reclassifications

Reclassifications to the prior period were made to conform to the current period presentation in the Disaggregation of Revenue in Note 2 “Revenues” beginning in the first quarter of fiscal 2027. This reclassification did not affect total subscription and support revenue.

2. Revenues

Disaggregation of Revenue

Subscription and Support Revenue by the Company's Service Offerings

Subscription and support revenues consisted of the following (in millions):

Three Months Ended April 30,
20262025
Agentforce Apps$6,910$6,345
Data 360, Headless Platform, and Other3,6832,952
Total Subscription and Support Revenue$10,593$9,297

Total Revenue by Geographic Locations

Revenues by geographical region consisted of the following (in millions):

Three Months Ended April 30,
20262025
Americas$7,233$6,469
Europe2,7542,337
Asia Pacific1,1461,023
Total Revenue$11,133$9,829

Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. Americas revenue attributed to the United States was approximately 92 percent and 93 percent during the three months ended April 30, 2026 and 2025, respectively. No other country represented more than ten percent of total revenue during the three months ended April 30, 2026 and 2025.

Contract Balances

Contract Assets

The Company records a contract asset when revenue recognized on a contract exceeds the billings. Contract assets were $905 million as of April 30, 2026 as compared to $818 million as of January 31, 2026. Current portions of the contract asset balance, are included in prepaid expenses and other current assets and the noncurrent portion is presented within deferred tax assets and other assets, net on the condensed consolidated balance sheets.

Unearned Revenue

Unearned revenue represents amounts that have been invoiced in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The unearned revenue balance does not represent the total contract value of annual or multi-year, noncancellable subscription agreements. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size and new business linearity within the quarter.

The change in unearned revenue was as follows (in millions):

Three Months Ended April 30,
20262025
Unearned revenue, beginning of period$24,317$20,743
Billings and other (1)7,1796,885
Revenue recognized over time(10,486)(9,211)
Revenue recognized at a point in time(647)(618)
Unearned revenue, end of period$20,363$17,799

(1) Other includes, for example, the impact of foreign currency translation as well as contributions from contract assets and business combinations.

The majority of revenue recognized for these services is from the beginning of period unearned revenue balance.

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.

Revenue recognized at a point in time substantially consists of term software licenses.

Remaining Performance Obligation

Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The transaction price allocated to the remaining performance obligation is based on SSP. Remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals, the timing of term license deliveries, average contract terms and foreign currency exchange rates. Remaining performance obligation is also impacted by acquisitions. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors.

The Company excludes amounts related to performance obligations from professional services contracts that are billed and recognized on a time and materials basis.

The majority of the Company's noncurrent remaining performance obligation is expected to be recognized in the next 13 to 36 months.

Remaining performance obligation consisted of the following (in billions):

CurrentNoncurrentTotal
As of April 30, 2026$33.6$34.3$67.9
As of January 31, 2026$35.1$37.3$72.4

3. Investments

Marketable Securities

As of April 30, 2026, marketable securities consisted of the following (in millions):

Amortized CostUnrealized GainsUnrealized LossesFair Value
Corporate notes and obligations$1,467$3$(3)$1,467
U.S. treasury securities6731(1)673
Mortgage-backed obligations330(1)32
Asset-backed securities55010551
Municipal securities290029
Commercial paper940094
Covered bonds1001
Other550055
Total marketable securities$2,902$5$(5)$2,902

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

Amortized CostUnrealized GainsUnrealized LossesFair Value
Corporate notes and obligations$1,343$10$0$1,353
U.S. treasury securities16820170
Mortgage-backed obligations320(1)31
Asset-backed securities61840622
Municipal securities170017
Commercial paper300030
Covered bonds1001
Other140014
Total marketable securities$2,223$16$(1)$2,238

The contractual maturities of the investments classified as marketable securities were as follows (in millions):

As of
April 30, 2026January 31, 2026
Due within 1 year$1,060$460
Due in 1 year through 5 years1,8411,777
Due in 5 years through 10 years11
$2,902$2,238

Interest income from marketable securities for three months ended April 30, 2026 and 2025, was $109 million and $169 million, respectively, and is included in other income in the condensed consolidated statements of operations.

Strategic Investments

Strategic investments by form and measurement category as of April 30, 2026 were as follows (in millions):

Measurement Category
Fair ValueMeasurement AlternativeOtherTotal
Equity securities$3$7,612$117$7,732
Other investments004040
Balance as of April 30, 2026$3$7,612$157$7,772

Strategic investments by form and measurement category as of January 31, 2026 were as follows (in millions):

Measurement Category
Fair ValueMeasurement AlternativeOtherTotal
Equity securities$5$7,415$127$7,547
Other investments004444
Balance as of January 31, 2026$5$7,415$171$7,591

Gains (losses) on Strategic Investments, Net

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

1Three Months Ended April 30,
20262025
Unrealized gains (losses) recognized on publicly traded equity securities, net$(1)$(16)
Unrealized gains recognized on privately held equity securities, net3287
Impairments on privately held equity securities and other investments(119)(47)
Unrealized gains (losses), net208(56)
Realized gains (losses) on sales of securities, net350(7)
Gains (losses) on strategic investments, net$558$(63)

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 $330 million and $21 million and impairments and downward adjustments of $112 million and $60 million for the three months ended April 30, 2026 and 2025, respectively.

Realized gains (losses) 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.

4. Fair Value Measurement

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2. Significant other inputs that are directly or indirectly observable in the marketplace.

Level 3. Significant unobservable inputs which are supported by little or no market activity.

All of the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 because these assets are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs.

The following table presents information about the Company’s assets that were measured at fair value as of April 30, 2026 and indicates the fair value hierarchy of the valuation (in millions):

DescriptionQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Fair Value
Cash equivalents (1):
Time deposits$0$993$0$993
Money market mutual funds5,672005,672
Cash equivalent securities01610161
Marketable securities:
Corporate notes and obligations01,46701,467
U.S. treasury securities06730673
Mortgage-backed obligations032032
Asset-backed securities05510551
Municipal securities029029
Commercial paper094094
Covered bonds0101
Other055055
Strategic investments:
Equity securities3003
Foreign currency derivative contracts01430143
Total assets$5,675$4,199$0$9,874
Liabilities:
Foreign currency derivative contracts01240124
Total liabilities$0$124$0$124

(1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets in addition to $2.1 billion of cash, as of April 30, 2026.

The following table presents information about the Company’s assets that were measured at fair value as of January 31, 2026 and indicates the fair value hierarchy of the valuation (in millions):

DescriptionQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Fair Value
Cash equivalents (1):
Time deposits$0$1,393$0$1,393
Money market mutual funds3,204003,204
Cash equivalent securities05670567
Marketable securities:
Corporate notes and obligations01,35301,353
U.S. treasury securities01700170
Mortgage-backed obligations031031
Asset-backed securities06220622
Municipal securities017017
Commercial paper030030
Covered bonds0101
Other014014
Strategic investments:
Equity securities5005
Total assets$3,209$4,198$0$7,407

(1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets in addition to $2.2 billion of cash, as of January 31, 2026.

Strategic Investments Measured and 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, the common stock equivalent method, 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. An OPM may be utilized to allocate value to the various classes of securities of the investee, including classes owned by the Company. Such information, available to the Company from investee companies, is supplemented with estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. 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 equity securities and other investments amounted to approximately $7.8 billion and $7.6 billion as of April 30, 2026 and January 31, 2026, respectively.

5. Leases and Other Commitments

Leases

The Company has leases for corporate offices, data centers and equipment under noncancellable operating and finance leases with various expiration dates.

Total operating lease costs were $146 million and $147 million for the three months ended April 30, 2026 and 2025, respectively. Included in operating lease costs are amounts related to restructuring charges.

As of April 30, 2026, the maturities of lease liabilities under noncancellable operating and finance leases were as follows (in millions):

Operating LeasesFinance Leases
Fiscal Period:
Remaining nine months of fiscal 2027$467$238
Fiscal 2028578169
Fiscal 2029496124
Fiscal 2030341107
Fiscal 203127075
Thereafter7965
Total minimum lease payments2,948718
Less: Imputed interest(344)(54)
Total$2,604$664

The total lease commitment balance as of April 30, 2026, including leases not yet commenced, is $4.4 billion, of which approximately $3.7 billion is related to facilities space. The remaining commitment amount is primarily related to equipment.

Other Balance Sheet Accounts

Accounts payable, accrued expenses and other liabilities included approximately $1.9 billion and $3.3 billion of accrued compensation as of April 30, 2026 and January 31, 2026, respectively.

6. Business Combinations

Qualified.com, Inc.

In April 2026, the Company acquired all of the outstanding stock of Qualified.com, Inc. ("Qualified"), a leading provider of agentic artificial intelligence marketing solutions. The acquisition date fair value of the consideration transferred for Qualified was $1.2 billion, which consisted primarily of $1.1 billion in cash. The Company recorded $954 million of goodwill in connection with the acquisition, which is primarily attributed to the assembled workforce and expanded market opportunities. The goodwill associated with the acquisition of Qualified has no basis and is not deductible for U.S. income tax purposes. The Company also recorded approximately $290 million of intangible assets for developed technology and customer relationships with useful lives of five and eight years, respectively. 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 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 Company has included the financial results of Qualified, which were not material, in its condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were also not material.

7. Intangible Assets Acquired Through Business Combinations and Goodwill

Intangible Assets Acquired Through Business Combinations

Intangible assets acquired through business combinations were as follows (in millions):

Intangible Assets, GrossAccumulated AmortizationIntangible Assets, NetWeighted Average Remaining Useful Life (Years)
January 31, 2026Additions and retirements, netApril 30, 2026January 31, 2026Expense and retirements, netApril 30, 2026January 31, 2026April 30, 2026April 30, 2026
Acquired developed technology$4,796$260$5,056$(2,407)$(244)$(2,651)$2,389$2,4054.4
Customer relationships8,6591258,784(4,640)(261)(4,901)4,0193,8836.3
Other (1)68411695(277)(56)(333)4073621.8
Total$14,139$396$14,535$(7,324)$(561)$(7,885)$6,815$6,6505.4

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

Amortization of intangible assets resulting from business combinations for the three months ended April 30, 2026 and 2025 was $561 million and $395 million, respectively.

The expected future amortization expense for intangible assets as of April 30, 2026 was as follows (in millions):

Fiscal Period:
Remaining nine months of fiscal 2027$1,356
Fiscal 20281,495
Fiscal 20291,186
Fiscal 2030762
Fiscal 2031497
Thereafter1,354
Total amortization expense$6,650

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired.

The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, were as follows (in millions):

Balance as of January 31, 2026$57,941
Acquisition of Qualified954
Other acquisitions and adjustments (1)396
Balance as of April 30, 2026$59,291

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

8. Debt

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

InstrumentDate of IssuanceMaturity DateContractual Interest RateOutstanding Principal as of April 30, 2026Carrying Value as of April 30, 2026Carrying Value as of January 31, 2026
Informatica 364-day Credit AgreementNovember 2025November 2026N/A004,000
March 2028 Senior NotesMarch 2026March 20284.50%3,5003,4880
April 2028 Senior NotesApril 2018April 20283.701,5001,4971,497
July 2028 Senior Sustainability NotesJuly 2021July 20281.501,000997996
Informatica Three-year Credit AgreementNovember 2025November 2028N/A002,000
March 2029 Senior NotesMarch 2026March 20294.654,2504,2360
2026 Term Loan Credit Agreement (1)March 2026March 20314.266,0005,9950
July 2031 Senior NotesJuly 2021July 20311.951,5001,4931,493
September 2031 Senior NotesMarch 2026September 20314.903,7503,7280
March 2033 Senior NotesMarch 2026March 20335.202,7502,7310
March 2036 Senior NotesMarch 2026March 20365.554,5004,4730
July 2041 Senior NotesJuly 2021July 20412.701,2501,2371,237
March 2046 Senior NotesMarch 2026March 20466.401,5001,4860
July 2051 Senior NotesJuly 2021July 20512.902,0001,9801,980
March 2056 Senior NotesMarch 2026March 20566.553,7503,7130
July 2061 Senior NotesJuly 2021July 20613.051,2501,2361,236
March 2066 Senior NotesMarch 2026March 20666.701,0009900
Total carrying value of debt39,50039,28014,439
Less current portion of debt0(4,000)
Total noncurrent debt$39,280$10,439

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

The Company was in compliance with all debt covenants as of April 30, 2026.

The carrying amount of the Company’s 2026 Term Loan Credit Agreement (as defined below) 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 $31.4 billion and $6.7 billion as of April 30, 2026 and January 31, 2026, 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 the first quarter of fiscal 2027 and the last day of trading of fiscal 2026, and are deemed Level 2 liabilities within the fair value measurement framework.

The contractual future principal payments for all borrowings as of April 30, 2026 were as follows (in millions):

Fiscal Period:
Remaining nine months of fiscal 2027$0
Fiscal 20280
Fiscal 20296,000
Fiscal 20304,250
Fiscal 20310
Thereafter29,250
Total principal outstanding$39,500

Revolving Credit Facility

In October 2024, the Company entered into a credit agreement with the lenders and issuing lenders party thereto, and Bank of America, N.A., as administrative agent (the “Revolving Loan Credit Agreement”). The Revolving Loan Credit Agreement provides for a $5.0 billion unsecured revolving credit facility (“Credit Facility”) and matures in October 2029. The Company may use the proceeds of future borrowings under the Credit Facility for general corporate purposes. There were no outstanding borrowings under the Credit Facility as of April 30, 2026.

2026 Term Loan Credit Agreement

In March 2026, the Company entered into a $6.0 billion five-year senior unsecured term loan credit agreement (the "2026 Term Loan Credit Agreement"). The Company used the 2026 Term Loan Credit Agreement to refinance and extend the maturities of the outstanding principal amounts under its existing $4.0 billion 364-day Credit Agreement and $2.0 billion Three-year Credit Agreement (collectively, the “Informatica Credit Agreements”). This non-cash financing activity has been excluded from the Condensed Consolidated Statement of Cash Flows. The 2026 Term Loan Credit Agreement matures in March 2031. As of April 30, 2026, the entire $6.0 billion principal amount was outstanding under the 2026 Term Loan Credit Agreement.

March 2026 Notes

In March 2026, the Company issued $25.0 billion aggregate principal amount of unsecured Senior Notes (collectively, the “March 2026 Notes”), with maturities ranging from 2028 to 2066. The proceeds from this offering, net of discounts and debt issuance costs, was $24.8 billion. Interest on each of the March 2026 Notes is payable semi-annually in arrears. The Company may redeem any portion of the March 2026 Notes, either in whole or in part, at any time, subject to certain early redemption provisions.

The Company used the net proceeds from the March 2026 Notes to fund an accelerated share repurchase program of its common stock. For more information regarding the accelerated share repurchase program, see Note 9 “Stockholders’ Equity.”

9. Stockholders’ Equity

Stock option activity for the three months ended April 30, 2026 was as follows:

Options Outstanding
Outstanding Stock Options (in millions)Weighted- Average Exercise PriceAggregate Intrinsic Value (in millions)
Balance as of January 31, 20266$207.54
Options granted under all plans1180.69
Balance as of April 30, 20267$203.99$92
Vested or expected to vest7$204.67$87
Exercisable as of April 30, 20266$205.53$48

Restricted stock activity for the three months ended April 30, 2026 was as follows:

Restricted Stock Outstanding
Outstanding (in millions)Weighted Average Grant Date Fair ValueAggregate Intrinsic Value (in millions)
Balance as of January 31, 202626$265.64
Granted - restricted stock units and awards20195.02
Granted - performance-based restricted stock units1204.63
Canceled(2)257.88
Vested and converted to shares(5)255.71
Balance as of April 30, 202640$230.36$7,038
Expected to vest34$5,919

The aggregate expected stock-based compensation expense remaining to be recognized as of April 30, 2026 was as follows (in millions):

Fiscal Period:
Remaining nine months of fiscal 2027$2,822
Fiscal 20282,881
Fiscal 20292,019
Fiscal 20301,174
Fiscal 2031131
Total stock-based compensation expense$9,027

The aggregate expected stock-based compensation expense remaining to be recognized reflects only outstanding stock awards as of April 30, 2026 and assumes no forfeiture activity and no changes in the expected level of attainment of performance share grants based on the Company’s financial performance relative to certain targets.

Share Repurchase Program

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 February 2026, the Board authorized $50.0 billion in share repurchases under the Share Repurchase Program, which is inclusive of the accelerated share repurchase described below and replaces 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 Securities Exchange Act of 1934, as amended (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. The Company accounts for treasury stock under the cost method.

In March 2026, the Company entered into accelerated share repurchase agreements (the “ASR Agreements”) with several financial institutions to repurchase an aggregate $25.0 billion of its common stock. 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 at an average price per share of $198.34. The initial share delivery represented approximately 80 percent of the total shares expected to be repurchased under the ASR Agreements. During the first quarter of fiscal 2027, the Company recorded $20.6 billion to treasury stock for the cost of the delivered shares as well as associated fees and excise taxes. A $4.6 billion reduction to additional paid-in capital was recorded for the unsettled portion of the ASR Agreements as forward contract components classified within stockholders’ equity.

In addition to share repurchases under the ASR Agreements, the Company repurchased the following shares of its common stock in the open market, (in millions, except average price per share):

20262025
SharesAverage price per shareAmountSharesAverage price per shareAmount
Three months ended April 3011$192.00$2,14510$273.42$2,681

As of April 30, 2026, the Company was authorized to purchase a remaining $22.9 billion of its common stock under the Share Repurchase Program.

Dividends

The Company announced the following dividends:

Record DatePayment DateDividend per ShareAmount (in millions)
Three months ended April 30, 2026April 9, 2026April 23, 2026$0.440$374
Three months ended April 30, 2025April 10, 2025April 24, 2025$0.416$406

10. Income Taxes

Effective Tax Rate

The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. For the three months ended April 30, 2026, the Company reported a tax provision of $614 million on pretax income of $2.7 billion, which resulted in an effective tax rate of 23 percent. The Company’s effective tax rate differed from the U.S. statutory rate of 21 percent primarily due to state and local taxes and non-deductible items, partially offset by research and development credits.

For the three months ended April 30, 2025, the Company reported a tax provision of $433 million on pretax income of $2.0 billion, which resulted in an effective tax rate of 22 percent. The Company’s effective tax rate differed from the U.S. statutory rate of 21 percent primarily due to state and local taxes and non-deductible items, partially offset by research and development credits.

Unrecognized Tax Benefits and Other Considerations

The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. Certain prior year tax returns are currently being examined by various taxing authorities in countries including the United States, Germany, Israel, and India. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. 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.

11. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the fiscal period. Diluted net income per share is computed by giving effect to all potential weighted average dilutive common stock, including options and restricted stock units. The dilutive effect of outstanding awards is reflected in diluted net income per share by application of the treasury stock method.

A reconciliation of the denominator used in the calculation of basic and diluted net income per share is as follows (in millions):

1Three Months Ended April 30,
20262025
Numerator:
Net income$2,107$1,541
Denominator:
Weighted-average shares outstanding for basic net income per share868960
Effect of dilutive securities:
Employee stock awards310
Weighted-average shares outstanding for diluted net income per share871970

The weighted-average number of shares outstanding used in the computation of diluted net income per share does not include the effect of the following potentially outstanding common stock. The effects of these potentially outstanding shares, including the unsettled forward contract component of the ASR agreements, were not included in the calculation of diluted net income per share because the effect would have been anti-dilutive (in millions):

Three Months Ended April 30,
20262025
Employee stock awards312
Unsettled component of ASR Agreements360

12. Legal Proceedings and Claims

In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company has been, and may in the future be, put on notice or sued by third parties for alleged infringement of their proprietary rights, including patent infringement.

In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s reputation and future operating results.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate.

In management’s opinion, resolution of all current matters, including those described below, is not expected to have a material adverse impact on the Company’s financial statements. However, depending on the nature and timing of any such dispute, payment or other contingency, the resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both, in a particular quarter.

Slack Litigation

Beginning in September 2019, seven purported class action lawsuits were filed against Slack, its directors, certain of its officers and certain investment funds associated with certain of its directors, each alleging violations of securities laws in connection with Slack’s registration statement on Form S-1 (the “Registration Statement”) filed with the SEC. All but one of these actions were filed in the Superior Court of California for the County of San Mateo, though one plaintiff originally filed in the County of San Francisco before refiling in the County of San Mateo (and the original San Francisco action was dismissed). The remaining action was filed in the U.S. District Court for the Northern District of California (the “Federal Action”). In the Federal Action, captioned Dennee v. Slack Technologies, Inc., Case No. 3:19-CV-05857-SI, Slack and the other defendants filed a motion to dismiss the complaint in January 2020. In April 2020, the court granted in part and denied in part the motion to dismiss. In May 2020, Slack and the other defendants filed a motion to certify the court’s order for interlocutory appeal, which the court granted. Slack and the other defendants filed a petition for permission to appeal the district court’s order to the Ninth Circuit Court of Appeals, which was granted in July 2020. Oral argument was heard in May 2021. On September 20, 2021, the

Ninth Circuit affirmed the district court’s ruling. Slack filed a petition for rehearing with the Ninth Circuit on November 3, 2021, which was denied on May 2, 2022. Slack filed a petition for a writ of certiorari with the U.S. Supreme Court on August 31, 2022, which was granted on December 13, 2022. On June 1, 2023, the Supreme Court issued a unanimous decision vacating the Ninth Circuit’s decision and remanded for further proceedings. The Ninth Circuit ordered the parties to submit additional briefing in light of the Supreme Court’s decision. 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. Shareholder Litigation, Lead Case No. 19CIV05370 (the “State Court Action”). An additional state court action was filed in San Mateo County in June 2020 but was consolidated with the State Court Action in July 2020. Slack and the other defendants filed demurrers to the complaint in the State Court Action in February 2020. In August 2020, the court sustained in part and overruled in part the demurrers, and granted plaintiffs leave to file an amended complaint, which they filed in October 2020. Slack and the other defendants answered the complaint in November 2020. 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. 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

The Company has been named as a defendant in a number of state and federal actions relating to the activities of one of its former customers, Website Technologies, LLC (“Website Technologies”), an affiliate of Backpage.com, LLC (“Backpage”). Plaintiffs in these actions generally allege that they were victims of sex trafficking by individuals who advertised them on backpage.com, a website operated by Backpage, and assert various claims and theories premised on the Company’s provision to Website Technologies of Salesforce CRM Software and related products, which the plaintiffs allege facilitated the operation and growth of Backpage’s business. 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 involving a single plaintiff was filed in the U.S. District Court for the Northern District of Illinois, G.G. v. 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. 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. Beginning in April 2020, five actions involving six plaintiffs were filed and consolidated in the U.S. District Court for the Southern District of Texas as A.B. v. Salesforce, Inc., Case No. 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. 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. v. Salesforce, Inc., Case No. 3:23-CV-0915-B (“S.M.A”); (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. v. Salesforce, Inc., Case No. 3:23-CV-1039-B (“A.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. v. Salesforce, Inc., Case No. 4:23-CV-01792 (“T.S.”); (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. v. 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. v. 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. v. 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. v. Salesforce, Inc., Case No. 25-CV-15801 (“A.G.B.”); (9) an action filed by a single plaintiff in the U.S. District Court for the Northern District of Illinois as J.L.D. v. Salesforce, Inc., Case No. 26-CV-01580 (“J.L.D.”); and (10) an action filed by two plaintiffs in the U.S. District Court for the Northern District of Illinois as E.Y.W. v. Salesforce, Inc., Case No. 1:26-CV-02632 (“E.Y.W.”). 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. (“G.G. consolidated cases”): A.I.R. v. Salesforce, Inc., Case No. 1:25-CV-6867; J.M.M. v. Salesforce, Inc., Case No. 1:25-

CV-6868; K.B. v. Salesforce, Inc., Case No. 1:25-CV-6869; N.R.J. v. Salesforce, Inc., Case No. 1:25-CV-6870; M.K. v. Salesforce, Inc., Case No. 1:25-CV-6871; and N.A.M. v. Salesforce, Inc., Case No. 1:25-CV-6872. Seven actions have been filed by fourteen plaintiffs in the U.S. District Court for the Northern District of California: A.A. v. Salesforce, Inc., Case No. 4:26-CV-01531; SF-00001 v. Salesforce, Inc., Case No. 4:26-CV-01594; SF-00002 v. Salesforce, Inc., Case No. 4:26-CV-01975; SF-00003 v. Salesforce, Inc., Case No. 4:26-CV-02162; SF-00004 v. Salesforce, Inc., Case No. 4:26-CV-02172; SF-00005 v. Salesforce, Inc., Case No. 4:26-CV-02296; SF-00009 v. Salesforce, Inc., Case No. 4:26-CV-02499. Fourteen actions have been filed by fourteen plaintiffs in the U.S. District Court for the Central District of California: SF-00014 v. Salesforce, Inc., Case No. 2:26-CV-03471 (“SF-00014”); SF-00015 v. Salesforce, Inc., Case No. 2:26-CV-03771 (“SF-00015”); SF-00016 v. Salesforce, Inc., Case No. 2:26-CV-03972 (“SF-00016”); SF-00017 v. Salesforce, Inc., Case No. 2:26-CV-04150 (“SF-00017”); SF-00018 v. Salesforce, Inc., Case No. 2:26-CV-04157 (“SF-00018”); SF-00019 v. Salesforce, Inc., Case No. 2:26-CV-04398 (“SF-00019”); SF-00020 v. Salesforce, Inc., Case No. 2:26-CV-04421 (“SF-00020”); SF-00021 v. Salesforce, Inc., Case No. 2:26-CV-04435 (“SF-00021”); SF-00022 v. Salesforce, Inc., Case No. 2:26-CV-04488 (“SF-00022”); SF-00023 v. Salesforce, Inc., Case No. 2:26-CV-04652 (“SF-00023”); SF-00024 v. Salesforce, Inc., Case No. 2:26-CV-04608 (“SF-00024”); SF-00025 v. Salesforce, Inc., Case No. 2:26-CV-04664 (“SF-00025”); SF-00026 v. Salesforce, Inc., Case No. 2:26-CV-04836 (“SF-00026”); SF-00027 v. Salesforce, Inc., Case No. 2:26-CV-04859 (“SF-00027”). Separately, 18 actions have been filed by 18 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. granted the Company’s consolidated motion to dismiss the complaint on the ground that plaintiffs had not alleged the requisite intent element under the federal trafficking statute, and in April 2024 an amended complaint was filed amending the federal law claim and adding a Texas state law claim. 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. 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 May 2026, the Company filed a motion to stay A.A. under 18 U.S.C § 1595(b) that remains pending. In September 2025, the Company filed a motion to dismiss C.S. that was pending when the court granted the motion to stay under 18 U.S.C. § 1595(b) in April 2026. 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 filed a motion to dismiss in the G.G. consolidated cases in January 2026 that was pending when the district court granted the Company’s motion to stay under 18 U.S.C. § 1595(b) to stay the G.G. consolidated cases pending the final adjudication of the criminal proceedings involving Backpage in March 2026. Plaintiffs in the G.G. consolidated cases filed a motion for reconsideration of the stay order, and that motion remains pending. In March through May 2026, the district courts in A.G.B., J.L.D., and E.Y.W. granted the parties’ stipulation to stay the cases subject to the same stay entered in the G.G. consolidated cases. The Company’s responses to Plaintiffs’ complaints in the Northern District of California are due in May and June 2026. The Company’s responses to the served complaints in the Central District of California cases are due in June and July 2026. 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.I.R., C.V., and T.K, in the Texas MDL pending the court’s written order. All of the foregoing actions seek unspecified monetary damages, attorneys’ fees, and costs. The Company intends to defend its interests in these proceedings vigorously.

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