One part of the Salinity Processes in the Upper-ocean Regional Study (SPURS) field campaign focused on understanding the physical processes affecting the evolution of upper-ocean salinity in the region of climatological maximum sea surface salinity in the subtropical North Atlantic (SPURS-1). An upper-ocean salinity budget provides a useful framework for increasing this understanding. The SPURS-1 program included a central heavily instrumented mooring for making accurate measurements of air-sea surface fluxes, as well as other moorings, Argo floats, and gliders that together formed a dense observational array. Data from this array are used to estimate terms in the upper-ocean salinity and heat budgets during the SPURS-1 campaign, with a focus on the first several months (October 2012 to February 2013) when the surface mixed layer was becoming deeper, fresher, and cooler. Specifically, we examine the salinity and temperature balances for an upper-ocean mixed layer, defined as the layer where the density is within 0.4 kg m–3 of its surface value. The gross features of the evolution of upper-ocean salinity and temperature during this fall/winter season are explained by a combination of evaporation and precipitation at the sea surface, horizontal transport of heat and salt by mixed-layer currents, and vertical entrainment of fresher, cooler fluid into the layer as it deepened. While all of these processes were important in the observed seasonal (fall) freshening at this location in the salinity-maximum region, the variability of salinity on monthly-to-intraseasonal time scales resulted primarily from horizontal advection.