[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Snowflake Inc. (SNOW) – Form 4 insider transaction

President of Products and Director Benoit Dageville reported an option exercise and coincident share sale on 06/30/2025:

• Option exercise (Code M): 25,000 Class A shares acquired at an exercise price of $0.74, costing roughly $18.5 k.
• Open-market sale (Code S): 25,000 Class A shares sold at an average price of $224.84, generating about $5.6 m gross proceeds.
• Direct ownership decreased to 58,325 shares from 83,325 after the paired transactions.
• The option exercised was fully vested and expires 02/07/2027; 419,863 options remain outstanding.

The trades were executed under a 10b5-1 trading plan adopted on 03/28/2025, providing pre-arranged execution and reducing the likelihood of information-based timing concerns.

Dageville continues to have large indirect stakes held in several trusts—two GRATs of 750,000 shares each and the Snow Trust holding 3,191,555 shares—although he disclaims beneficial ownership of one GRAT.

While the $5.6 m sale is relatively small versus total indirect holdings (~4.7 m shares) and was plan-driven, it trims direct exposure by roughly 30% and can be interpreted by some investors as modestly negative insider sentiment. No company-level financials or operational updates are contained in this filing.

Positive

• Executed under a pre-arranged 10b5-1 plan, reducing information-asymmetry concerns.
• Officer retains substantial total exposure (≈4.7 m shares), maintaining shareholder alignment.
• Option overhang reduced by exercising 25,000 fully-vested options.

Negative

• Direct share ownership declined by ~30%, which some investors may view as a bearish signal.
• $5.6 m in shares sold could prompt sentiment caution despite plan coverage.

Insights

Securities Analyst

TL;DR: Plan-driven $5.6 m insider sale; trims direct stake but leaves large overall exposure—sentiment slightly negative, operational impact minimal.

Transaction context: Exercising low-price options and immediately selling the same number of shares is a common liquidity move. The gross spread between exercise cost ($0.74) and sale price ($224.84) realises substantial personal gains while leaving option overhang lower.

Ownership implications: Direct holdings fall 25,000 shares (-30%), but Dageville still controls, directly or through trusts, more than 4.7 m shares. Therefore, alignment with shareholders remains significant.

Market impact: One-off sales of ~0.15% of SNOW’s float are unlikely to pressure stock supply. Because the sale is under Rule 10b5-1, the informational signal is weaker than discretionary sales, muting negative inference.

Corporate Governance Expert

TL;DR: Fully disclosed, 10b5-1-covered trade; governance clean, investor perception modestly cautious due to reduced direct stake.

The filing meets Section 16 disclosure standards, includes explanatory footnotes and clarifies trust structures, promoting transparency. Adoption date of the trading plan (03/28/2025) predates the window by three months, supporting good governance practice.

However, the shift of shares from direct to indirect/trust structures may complicate future voting alignment analyses. Investors should watch subsequent Form 4s for continued direct stake erosion.

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^*

Dageville Benoit

(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
X	Officer (give title below)		Other (specify below)
	President of Products

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		M(1)		25,000	A	$0.74	83,325(2)	D
Class A Common Stock	06/30/2025		S(1)		25,000	D	$224.84	58,325(2)	D
Class A Common Stock								750,000	I	Trust(3)
Class A Common Stock								750,000	I	Trust(4)
Class A Common Stock								3,191,555	I	Trust(5)

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)	$0.74	06/30/2025		M(1)			25,000	(6)	02/07/2027	Class A Common Stock	25,000	$0	419,863	D

Explanation of Responses:

1. The exercise and sale were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 28, 2025.

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

3. The shares are held by The Thira GRAT No. 1 dated 3/13/2025 for which the Reporting Person's spouse is the trustee. The Reporting Person has no right to or interest in these shares and disclaims beneficial ownership of these shares.

4. The shares are held by The Selene GRAT No. 1 dated 3/13/2025 for which the Reporting Person is the trustee.

5. The shares are held by The Snow Trust UTA dated 9/10/19 for which the Reporting Person is a trustee.

6. The stock option is fully vested.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	07/02/2025
	** 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 Benoit Dageville sell?

He sold 25,000 Class A shares at an average price of $224.84 on 06/30/2025.

What was the exercise price of the options exercised by the Snowflake insider?

The options were exercised at $0.74 per share.

Does the transaction fall under a 10b5-1 trading plan?

Yes, the trades were executed pursuant to a 10b5-1 plan adopted on 03/28/2025.

How many Snowflake shares does Benoit Dageville now own directly?

After the transaction, he owns 58,325 shares directly.

What is the total indirect Snowflake share ownership held in trusts?

Trust structures collectively hold approximately 4.7 million shares on his behalf or under his trusteeship.