[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Snowflake Inc. (NYSE: SNOW) – Form 4 insider activity

EVP of Product Management Christian Kleinerman reported several transactions on 16-17 June 2025:

• Tax withholding (Code F): 3,033 Class A shares were automatically withheld on 16 Jun 2025 at an average price of $208.18 to satisfy RSU tax obligations.
• Open-market sales (Code S): 2,975 Class A shares were sold on 17 Jun 2025 at an average price of $208.00 under a 10b5-1 trading plan adopted 19 Dec 2024, generating roughly $0.62 million in proceeds.

Following these transactions, Kleinerman’s direct holdings declined from 567,045 to 562,609 shares. Including indirect holdings held in multiple Grantor Retained Annuity Trusts and an LLC, total beneficial ownership equals approximately 849,676 Class A shares.

The filing notes that: (1) all withheld shares relate to RSU vesting, (2) future RSU vesting will add shares to the reported balances, and (3) the open-market sales were executed pursuant to a pre-arranged 10b5-1 plan, limiting discretionary timing.

Materiality assessment: The disposal represents less than 0.4% of Kleinerman’s aggregate holdings and an immaterial fraction of Snowflake’s total shares outstanding. Because the majority of the share reduction stems from mandatory tax withholding and the discretionary sales were executed under a scheduled plan, the market impact is expected to be limited.

Positive

• Insider retains a large position: approximately 849,676 Class A shares remain under direct and indirect ownership, indicating continued alignment with shareholders.
• Sales executed under Rule 10b5-1: pre-arranged trading plan mitigates concerns about opportunistic selling.

Negative

• Open-market disposal of 2,975 shares: although small, any insider selling can be perceived negatively by some investors.

Insights

Senior Financial Analyst

TL;DR: Small, planned sale; ownership still high—neutral signal.

The reported 2,975-share sale (~$0.62 m) is minute relative to Kleinerman’s ~850 k-share stake and Snowflake’s 330 m shares outstanding. Tax-withholding explains the larger 3,033-share reduction, while a 10b5-1 plan reduces any information value. Insider still holds stock worth >$175 m, indicating continued alignment. I view the filing as routine with negligible valuation impact.

Corporate Governance Expert

TL;DR: Insider disposes <0.4% stake under 10b5-1; governance risk low.

Because transactions occurred under a pre-set 10b5-1 plan, timing cannot be interpreted as a signal. The minimal percentage sold does not change ownership structure or voting power. Presence of GRATs and Dynasty LLC is common estate-planning practice. No red flags arise from this Form 4.

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^*

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)
06/16/2025

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
Class A Common Stock	06/16/2025		F(1)		1,572	D	$208.18	567,045(2)	D
Class A Common Stock	06/16/2025		F(1)		1,461	D	$208.18	565,584(2)	D
Class A Common Stock	06/17/2025		S(3)		1,542	D	$208	564,042(2)	D
Class A Common Stock	06/17/2025		S(3)		1,433	D	$208	562,609(2)	D
Class A Common Stock								33,499	I	2022 GRAT(4)
Class A Common Stock								100,000	I	2023 GRAT(5)
Class A Common Stock								100,000	I	2024 GRAT(6)
Class A Common Stock								53,568	I	LLC(7)

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

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

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

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

7. 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.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	06/18/2025
	** 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

How many Snowflake (SNOW) shares did EVP Christian Kleinerman sell?

He sold 2,975 Class A shares on 17 June 2025 at an average price of $208.

What was the total value of the insider sale reported in the Form 4?

The sale generated approximately $0.62 million in proceeds (2,975 shares × ~$208).

How many Snowflake shares does the executive still own after the transactions?

Kleinerman now beneficially owns about 849,676 Class A shares (562,609 direct and 287,067 indirect).

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

Yes. The filing states the sales were effected pursuant to a 10b5-1 plan adopted on 19 Dec 2024.

Why were additional shares removed from the executive’s holdings on 16 June 2025?

An extra 3,033 shares were withheld to cover tax obligations upon RSU vesting.