[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Frank Slootman, a Snowflake Inc. director, executed stock option exercises and multiple open-market sales under a 10b5-1 plan on 08/28/2025. He exercised 710,083 stock options with an $8.88 exercise price, resulting in 710,083 shares from the option exercise. On the same date he sold multiple blocks of common stock in separate transactions at weighted-average prices reported across several price ranges (examples shown from $225.00 up to $236.71 depending on the block). The Form 4 discloses direct and indirect holdings across entities and trusts, including shares held directly and by Invisible Hand Ventures LLC, the Slootman Family Foundation, and several trusts. The reported transactions were effected pursuant to a 10b5-1 trading plan adopted March 26, 2025.

Positive

• Exercise of options at a low strike of $8.88 indicates potential long-term prior compensation alignment
• Trades executed under a 10b5-1 plan, providing pre-established timing and regulatory affirmative defense
• Complete disclosure of indirect holdings (LLC, foundation, multiple trusts) improves transparency on beneficial ownership

Negative

• Significant share sales on the same date as the exercise reduce the director's direct share count and represent insider liquidity
• Multiple large tranches sold across price bands may be viewed as material insider selling activity by some investors

Insights

Securities Analyst

TL;DR: Director exercised a large block of $8.88 options and sold shares across multiple price bands under a 10b5-1 plan.

The filings show a material option exercise of 710,083 options at an $8.88 strike and contemporaneous share sales executed in multiple tranches at weighted-average prices spanning roughly $225 to $236.71. The activity was implemented under a pre-established 10b5-1 plan, which indicates the trades were pre-programmed rather than opportunistic. The Form 4 also details retained direct and indirect ownership across an LLC, foundation, and several trusts, which matters for ongoing insider ownership calculations. For investors tracking insider liquidity or potential dilution from exercised options, these are clear, documented changes to beneficial ownership on 08/28/2025.

Corporate Governance Expert

TL;DR: Transaction is routine insider liquidity under an adopted trading plan; governance disclosure is complete on beneficial ownership.

The Form 4 includes the required disclosures: exercise details, multiple sale tranches with weighted-average prices, and explicit descriptions of indirect holdings (Invisible Hand Ventures LLC and several trusts and a foundation). The filer noted the 10b5-1 plan adoption date (March 26, 2025), which supports the affirmative defense condition. The signature by an attorney-in-fact is present. The filing provides the explanatory footnotes necessary for clarity on vesting and ownership form, meeting regulatory disclosure norms.

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)
08/28/2025

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	08/28/2025		M(1)		710,083	A	$8.88	875,590(2)	D
Common Stock	08/28/2025		S(1)		32,031	D	$225.654(3)	843,559(2)	D
Common Stock	08/28/2025		S(1)		56,938	D	$226.354(4)	786,621(2)	D
Common Stock	08/28/2025		S(1)		90,615	D	$227.517(5)	696,006(2)	D
Common Stock	08/28/2025		S(1)		58,120	D	$228.711(6)	637,886(2)	D
Common Stock	08/28/2025		S(1)		82,378	D	$229.441(7)	555,508(2)	D
Common Stock	08/28/2025		S(1)		17,290	D	$230.481(8)	538,218(2)	D
Common Stock	08/28/2025		S(1)		153,215	D	$231.771(9)	385,003(2)	D
Common Stock	08/28/2025		S(1)		126,839	D	$232.44(10)	258,164(2)	D
Common Stock	08/28/2025		S(1)		23,708	D	$233.431(11)	234,456(2)	D
Common Stock	08/28/2025		S(1)		35,575	D	$234.659(12)	198,881(2)	D
Common Stock	08/28/2025		S(1)		31,223	D	$235.594(13)	167,658(2)	D
Common Stock	08/28/2025		S(1)		2,151	D	$236.412(14)	165,507(2)	D
Common Stock								6,384	I	LLC(15)
Common Stock								83,014	I	Foundation(16)
Common Stock								335,146	I	Trust(17)
Common Stock								250,030	I	Trust(18)
Common Stock								91,058	I	Trust(19)
Common Stock								91,058	I	Trust(20)
Common Stock								16,300	I	Trust(21)

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	08/28/2025		M(1)			710,083	(22)	05/28/2029	Common Stock	710,083	$0	7,095,364	D

Explanation of Responses:

1. The exercise 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 $225.000 to $225.990, 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 $226.000 to $226.990, inclusive.

5. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $227.000 to $227.995, inclusive.

6. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $228.000 to $228.990, inclusive.

7. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $229.015 to $229.990, inclusive.

8. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $230.130 to $231.120, inclusive.

9. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $231.140 to $232.135, inclusive.

10. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $232.140 to $233.130, inclusive.

11. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $233.140 to $233.855, inclusive.

12. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $234.145 to $235.120, inclusive.

13. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $235.165 to $236.070, inclusive.

14. The price reported in Column 4 is a weighted-average price. The shares were sold in multiple transactions ranging from $236.180 to $236.710, inclusive.

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

16. 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.

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

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

19. 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.

20. 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.

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

22. The stock option is fully vested.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	08/29/2025
	** 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 did Frank Slootman report on Form 4 for SNOW on 08/28/2025?

The Form 4 reports that Frank Slootman exercised 710,083 options at an $8.88 exercise price and sold multiple blocks of common stock in separate transactions at weighted-average prices ranging approximately from $225.00 to $236.71.

Were the trades by the reporting person part of a 10b5-1 trading plan?

Yes. The Form 4 states the transactions were effected pursuant to a 10b5-1 trading plan adopted on March 26, 2025.

How many shares did the option exercise generate and are the options vested?

The exercise generated 710,083 shares from options, and the filing states the stock option is fully vested.

Does the filing disclose indirect holdings and through which entities?

Yes. Indirect holdings are disclosed including Invisible Hand Ventures, LLC, the Slootman Family Foundation, and several trusts (e.g., Slootman Living Trust and multiple GRATs).

Who signed the Form 4 and when?

The Form 4 was signed by Marie Reider, Attorney-in-Fact on 08/29/2025.