[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Snowflake Inc. (SNOW) Form 4 highlights show Chairman Frank Slootman exercised and immediately sold the shares from two option tranches under a Rule 10b5-1 trading plan adopted 26 Mar 2025.

• Option exercise: 187,815 shares on 02 Jul 2025 and 178,949 shares on 03 Jul 2025 at an exercise price of $8.88.
• Share sales: All 366,764 shares were sold in eight blocks at weighted-average prices ranging from $215.598 to $222.075, generating proceeds of roughly $80 million.
• Post-transaction ownership: Direct holding remains 165,507 common shares (unchanged from pre-trade level). Indirect vehicles collectively hold 872,990 shares. Derivative holdings (vested options) decline to 8,485,689 from 8,664,638.
• The planned nature of the trades (10b5-1) limits information value regarding management’s outlook, yet the large dollar amount realised may be interpreted by some investors as modestly bearish sentiment.

No earnings data or operational news accompanied the filing; the disclosure solely reflects insider equity transactions.

Positive

• Pre-scheduled 10b5-1 plan reduces risk of opportunistic trading and signals adherence to governance best practices.
• Insider retains significant exposure — 1.04 million shares (direct+indirect) and 8.49 million vested options, maintaining alignment with shareholders.

Negative

• Large insider sale (~$80 million) could be interpreted as reduced confidence in near-term share price.
• Decrease of 178,949 options exercised and sold reduces future potential holding growth.

Insights

Securities Analyst

TL;DR Large $80 m insider sale offsets neutral ownership change; mildly bearish signal.

The chairman converted low-priced options and disposed of the resulting 366 k shares at ~$215-222. Although direct share count ends where it began, the reduction in option overhang and sizable cash-out suggest profit-taking rather than incremental commitment. With >8.4 m options and ~1 m shares still held, alignment remains, yet the magnitude of the sale—≈0.1 % of basic shares outstanding—may pressure short-term sentiment. I classify the filing as modestly negative for the stock.

Corporate Governance Expert

TL;DR Pre-scheduled 10b5-1 plan mitigates governance concerns; neutral impact.

The transactions follow SEC-prescribed 10b5-1 safeguards, were fully disclosed, and maintain the insider’s absolute ownership level. Such activity is routine for executives managing liquidity and tax obligations. The continued holding of substantial equity and options preserves incentive alignment. From a governance standpoint, I view the filing as neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Slootman Frank

(Last) (First) (Middle)

C/O SNOWFLAKE INC.

106 EAST BABCOCK STREET, SUITE 3A

(Street)

BOZEMAN MT 59715

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2025		M(1)		187,815	A	$8.88	353,322(2)	D
Common Stock	07/02/2025		S(1)		41,061	D	$215.598(3)	312,261(2)	D
Common Stock	07/02/2025		S(1)		100,917	D	$216.578(4)	211,344(2)	D
Common Stock	07/02/2025		S(1)		44,800	D	$217.337(5)	166,544(2)	D
Common Stock	07/02/2025		S(1)		1,037	D	$218.112(6)	165,507(2)	D
Common Stock	07/03/2025		M(1)		178,949	A	$8.88	344,456(2)	D
Common Stock	07/03/2025		S(1)		18,248	D	$219.007(7)	326,208(2)	D
Common Stock	07/03/2025		S(1)		8,395	D	$220.081(8)	317,813(2)	D
Common Stock	07/03/2025		S(1)		104,723	D	$221.214(9)	213,090(2)	D
Common Stock	07/03/2025		S(1)		47,583	D	$222.075(10)	165,507(2)	D
Common Stock								6,384	I	LLC(11)
Common Stock								83,014	I	Foundation(12)
Common Stock								335,146	I	Trust(13)
Common Stock								250,030	I	Trust(14)
Common Stock								16,300	I	Trust(15)
Common Stock								91,058	I	Trust(16)
Common Stock								91,058	I	Trust(17)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$8.88	07/02/2025		M(1)			187,815	(18)	05/28/2029	Common Stock	187,815	$0	8,664,638	D
Stock Option (Right to Buy)	$8.88	07/03/2025		M(1)			178,949	(18)	05/28/2029	Common Stock	178,949	$0	8,485,689	D

Explanation of Responses:

1. The exercises and sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 26, 2025.

2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

3. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $215.025 to $216.020, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in these footnotes.

4. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $216.030 to $217.025, inclusive.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $217.030 to $217.960, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $218.100 to $218.120, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $218.490 to $219.420, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $219.500 to $220.495, inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $220.605 to $221.600, inclusive.

10. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $221.605 to $222.440, inclusive.

11. The shares are held by Invisible Hand Ventures, LLC, of which the Reporting Person is the manager and has sole voting and dispositive power.

12. The shares are held by the Slootman Family Foundation dated 11/24/2010 for which the Reporting Person is deemed to have voting and investment power over the shares held by the Slootman Family Foundation, but has no personal pecuniary interest in these shares.

13. The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee.

14. The shares are held by the Slootman 2023 Grantor Retained Annuity Trust dated 9/25/23 for which the Reporting Person is a trustee.

15. The shares are held by the Slootman Grandchildren's Trust dated 7/28/2022 for which the Reporting Person is a trustee.

16. The shares are held by the B. Slootman 2024 Grantor Retained Annuity Trust dated 12/3/2024 for which the Reporting Person's spouse is the trustee.

17. The shares are held by the F. Slootman 2024 Grantor Retained Annuity Trust dated 12/3/2024 for which the Reporting Person is the trustee.

18. The stock option is fully vested.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Snowflake (SNOW) shares did Frank Slootman sell?

He sold 366,764 common shares over 2–3 July 2025.

What prices did the SNOW shares sell for?

Weighted-average sale prices ranged from $215.598 to $222.075 per share.

Were the sales part of a 10b5-1 trading plan?

Yes. The Form 4 states all trades were executed under a 10b5-1 plan adopted on 26 Mar 2025.

How many Snowflake shares does Slootman still own?

After the transactions he directly owns 165,507 shares and indirectly controls 872,990 more through trusts and an LLC.

What is the exercise price of the options exercised?

Both option tranches were exercised at $8.88 per share, far below the market price.

Does this filing impact Snowflake’s fundamentals?

No operational or financial metrics were disclosed; the filing only reports insider ownership changes.