[Form 4] Snowflake Inc. Insider Trading Activity

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

Corporate Governance Expert

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.

Securities Analyst

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.

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)
09/08/2025

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	09/08/2025		F(1)		832	D	$225.58	164,675(2)	D
Common Stock	09/09/2025		S(3)		1,938	D	$223.86	162,737(2)	D
Common Stock								91,058	I	Trust(4)
Common Stock								6,384	I	LLC(5)
Common Stock								16,300	I	Trust(6)
Common Stock								91,058	I	Trust(7)
Common Stock								335,146	I	Trust(8)
Common Stock								83,014	I	Foundation(9)
Common Stock								250,030	I	Trust(10)

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. 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.

4. 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.

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

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

7. 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.

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

9. 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.

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

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	09/10/2025
	** 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 transactions did Frank Slootman report on Form 4 for SNOW?

The Form 4 reports 832 shares withheld for tax withholding on 09/08/2025 at $225.58 and a sale of 1,938 shares on 09/09/2025 at $223.86.

Were the sales made under a 10b5-1 trading plan?

Yes. The sale on 09/09/2025 was effected pursuant to a 10b5-1 trading plan adopted on March 26, 2025.

How many shares does Slootman beneficially own after these transactions?

Following the reported transactions, Slootman beneficially owns 162,737 shares directly, plus additional indirect holdings disclosed in the filing.

What indirect holdings are disclosed in the Form 4?

The filing lists indirect holdings including 91,058 shares in multiple trusts, 16,300 shares in an LLC, 335,146 shares in one trust, 83,014 shares in a living trust, and 250,030 shares in a foundation, among others.

Who signed the Form 4 and when?

The Form 4 was signed by Marie Reider, Attorney-in-Fact on 09/10/2025.