SNOW Files 4 with SEC

Rhea-AI Filing Summary

Snowflake Inc. executive Christian Kleinerman, EVP of Product Management, reported tax-related share withholding and an open-market sale of company stock. On 12/22/2025, he had 1,801 and 863 shares of Snowflake common stock withheld at $222.46 per share to cover taxes on restricted stock unit vesting. On 12/23/2025, he sold 4,755 shares at $224.3 per share under a pre-arranged Rule 10b5-1 trading plan adopted on December 19, 2024. After these transactions, he directly owned 536,587 shares and also held Snowflake stock indirectly through a dynasty LLC and several grantor retained annuity trusts.

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

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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^*

Kleinerman Christian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Product Management

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/22/2025		F(1)		1,801	D	$222.46	542,205(2)(3)(4)	D
Common Stock	12/22/2025		F(1)		863	D	$222.46	541,342(2)	D
Common Stock	12/23/2025		S(5)		4,755	D	$224.3	536,587(2)	D
Common Stock								38,568	I	LLC(6)
Common Stock								5,086	I	2022 GRAT(7)
Common Stock								75,336(3)	I	2023 GRAT(8)
Common Stock								85,085(4)	I	2024 GRAT(9)

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

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.

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

3. Reflects the distribution of 24,664 shares from the 2023 Grantor Retained Annuity Trust dated September 1, 2023 to the Reporting Person as an annuity payment on December 18, 2025.

4. Reflects the distribution of 14,915 shares from the 2024 Grantor Retained Annuity Trust dated December 20, 2024 to the Reporting Person as an annuity payment on December 18, 2025.

5. The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 19, 2024.

6. Shares are held by the Kleinerman 2020 Dynasty LLC for which the Reporting Person is the manager and the Reporting Person's immediate family members are the beneficiaries.

7. Shares are held by the Christian Kleinerman 2022 Grantor Retained Annuity Trust dated June 24, 2022 for which the Reporting Person is the trustee.

8. Shares are held by the Christian Kleinerman 2023 Grantor Retained Annuity Trust dated September 1, 2023 for which the Reporting Person is the trustee.

9. Shares are held by the Christian Kleinerman 2024 Grantor Retained Annuity Trust dated December 20, 2024 for which the Reporting Person is the trustee.

Remarks:

	/s/ Michelle Giampaoli, Attorney-in-Fact	12/23/2025
	** 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

What insider transaction did Snowflake (SNOW) report for its EVP of Product Management?

Snowflake (SNOW) reported that EVP of Product Management Christian Kleinerman had shares withheld to cover taxes on restricted stock unit vesting and sold 4,755 shares of common stock in an open-market transaction.

When did the Snowflake (SNOW) insider transactions occur and at what prices?

The tax-withholding transactions occurred on 12/22/2025 at $222.46 per share, and the sale of 4,755 shares occurred on 12/23/2025 at $224.3 per share.

How many Snowflake (SNOW) shares does the reporting person own after the transactions?

Following the reported transactions, the reporting person directly owned 536,587 shares of Snowflake common stock and also held additional shares indirectly through a dynasty LLC and multiple grantor retained annuity trusts.

Were the Snowflake (SNOW) insider sales made under a Rule 10b5-1 trading plan?

Yes. The sale of 4,755 Snowflake shares reported in this Form 4 was effected under a Rule 10b5-1 trading plan adopted by the reporting person on December 19, 2024.

Why were some Snowflake (SNOW) shares withheld from the reporting person?

The Form 4 explains that certain shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units held by the reporting person.

What indirect holdings in Snowflake (SNOW) stock does the reporting person have?

The reporting person has indirect Snowflake holdings through the Kleinerman 2020 Dynasty LLC and several grantor retained annuity trusts dated June 24, 2022, September 1, 2023, and December 20, 2024.