SNOW insider files 10b5-1 exercise and sale; 3.16M shares held indirectly
Rhea-AI Filing Summary
Insider transactions by Snowflake director and President of Products Benoit Dageville: the filer used a 10b5-1 trading plan adopted March 28, 2025 to effect multiple transactions on 08/21/2025. The form shows an option exercise for 18,750 shares at a $13.48 exercise price, resulting in 18,750 underlying shares issued. The filer reported two disposals: a sale of 18,750 shares at $192.81 and a gift/disposition of 5,625 shares (code G) at $0. After the transactions, the reporting person beneficially owns 3,157,805 shares indirectly (held in The Snow Trust) and directly owns 77,075 shares including restricted stock units to vest; two GRAT trusts hold 750,000 shares each with one disclaimed. The stock option is fully vested and expires 12/10/2029.
Positive
- Transactions executed under a 10b5-1 plan (adopted 03/28/2025), indicating pre-planned trading and affirmative defense to insider trading claims
- Substantial indirect ownership remains: 3,157,805 shares held in The Snow Trust, showing continued alignment with shareholders
- Option was fully vested at exercise and has a stated expiration date of 12/10/2029, clarifying exercisability
Negative
- Disposition of shares: sale of 18,750 shares at $192.81 on 08/21/2025, which reduces direct holdings
- Gift/disposition of 5,625 shares (code G) on 08/21/2025, further decreasing direct ownership
Insights
TL;DR: Transactions largely routine: option exercise funded and contemporaneous sale under a 10b5-1 plan; substantial indirect holdings remain.
The reporting person exercised a fully vested option at $13.48 for 18,750 shares and sold 18,750 shares at $192.81 on 08/21/2025 pursuant to a 10b5-1 plan adopted 03/28/2025. The form also records a gift/disposition of 5,625 shares. Post-transactions, indirect beneficial ownership of 3,157,805 shares is significant and unchanged in control. The exercise-to-sale sequence is consistent with plan-based liquidity actions rather than ad hoc insider selling. No new material dilution or change in control is shown.
TL;DR: Disclosure is clear and includes 10b5-1 plan reference and trust holdings; signatures and explanations are properly noted.
The Form 4 discloses that transactions were effected under a documented 10b5-1 trading plan and explains trust ownership and disclaimers for GRAT-held shares. The reporting includes the required explanation lines for vested RSU issuance and identifies the option expiration date (12/10/2029). From a governance and compliance perspective, the filing meets standard disclosure expectations for an officer/director transaction.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 18,750 | $0.00 | -- |
| Gift | Common Stock | 5,625 | $0.00 | -- |
| Exercise | Common Stock | 18,750 | $13.48 | $253K |
| Sale | Common Stock | 18,750 | $192.81 | $3.62M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- The exercise, sale, and gift were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 28, 2025. The shares are held by The Snow Trust UTA dated 9/10/19 for which the Reporting Person is a trustee. Includes shares to be issued in connection with the vesting of one or more restricted stock units. The shares are held by The Thira GRAT No. 1 dated 3/13/2025 for which the Reporting Person's spouse is the trustee. The Reporting Person has no right to or interest in these shares and disclaims beneficial ownership of these shares. The shares are held by The Selene GRAT No. 1 dated 3/13/2025 for which the Reporting Person is the trustee. The stock option is fully vested.
