SNOW Form 4: Slootman Withholds 832 Shares for Taxes, Sells Under 10b5-1 Plan
Rhea-AI Filing Summary
Frank Slootman, a director of Snowflake Inc. (SNOW), reported changes in beneficial ownership. On 09/08/2025 832 shares were withheld to satisfy tax withholding on vested restricted stock units at a price of $225.58, leaving 164,675 shares beneficially owned directly. On 09/09/2025 he sold 1,938 shares at $223.86 under a 10b5-1 trading plan adopted March 26, 2025, leaving 162,737 shares directly owned. The filing lists multiple indirect holdings held across trusts, an LLC and a foundation, including 335,146 shares in one trust and other holdings noted in the table. The Form 4 was signed by an attorney-in-fact on 09/10/2025.
Positive
- Sale executed under a 10b5-1 trading plan adopted March 26, 2025, providing affirmative defense against insider trading claims
- Shares withheld to satisfy tax obligations on vested restricted stock units, a routine and transparent action
- Detailed disclosure of indirect holdings across multiple trusts, an LLC and a foundation enhances transparency
Negative
- Direct ownership declined from 164,675 to 162,737 shares following withholding and sale
- Insider sale of 1,938 shares may be viewed negatively by some investors despite being pre-planned
Insights
TL;DR: Director executed planned sales and tax-withholding on vested RSUs; sizable indirect holdings remain across trusts and entities.
The reported transactions are routine internal actions: shares were withheld to satisfy tax on vesting and a small sale was executed under a pre-existing 10b5-1 plan. These actions preserve the affirmative defense to insider trading rules and indicate pre-planned liquidity rather than opportunistic trading. The disclosure of numerous indirect holdings across trusts, an LLC and a foundation demonstrates breadth of ownership structure and potential voting influence even as direct holdings decline slightly.
TL;DR: Small, pre-planned disposals reduce direct stake modestly; material ownership largely remains indirect via trusts and entities.
The amounts sold—1,938 shares—and the 832-share tax withholding are small relative to institutional positions but are material to short-term direct share count. Execution under a 10b5-1 plan reduces information asymmetry concerns. Analysts should note the detailed indirect holdings disclosed, including a trust holding of 335,146 shares, which maintains significant economic and voting exposure despite direct sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,938 | $223.86 | $434K |
| Tax Withholding | Common Stock | 832 | $225.58 | $188K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units. Includes shares to be issued in connection with the vesting of one or more restricted stock units. The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 26, 2025. 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. The shares are held by Invisible Hand Ventures, LLC, of which the Reporting Person is the manager and has sole voting and dispositive power. The shares are held by the Slootman Grandchildren's Trust dated 7/28/2022 for which the Reporting Person is a trustee. 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. The shares are held by the Slootman Living Trust dated 9/8/1999 for which the Reporting Person is a trustee. 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. The shares are held by the Slootman 2023 Grantor Retained Annuity Trust dated 9/25/23 for which the Reporting Person is a trustee.
