[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Scarpelli, Snowflake Inc. CFO, retired effective September 22, 2025. The Form 4 reports a transaction on 09/22/2025: 7,420 shares of Snowflake common stock were disposed of at $230.48 per share to satisfy tax withholding on vested restricted stock units. After the reported transaction, the filing shows the reporting person beneficially owns 270,095 shares directly and a series of indirect holdings across trusts and a spouse totaling additional positions, including multiple trusts holding 176,829, 34,364, 167,521 and several 17,617 and 2,755 share blocks. The filing is signed by an attorney-in-fact on 09/24/2025.

Insights

Corporate Governance Expert

TL;DR: Insider retirement triggered RSU vesting and tax-withholding sale; ownership remains materially significant.

The Form 4 documents an administrative sale of 7,420 shares at $230.48 to cover tax withholding on vested restricted stock units concurrent with the Reporting Person's retirement as CFO effective 09/22/2025. This is routine for equity compensation settlements and does not indicate opportunistic trading. The disclosure of substantial indirect holdings via multiple family and grantor trusts signals the Reporting Person retains concentrated economic exposure to Snowflake, which is relevant for governance and potential related-party considerations.

Securities Analyst

TL;DR: The transaction is a non-material, tax-related disposition; aggregate beneficial ownership remains sizeable.

The reported disposition of 7,420 shares appears solely to satisfy tax obligations from RSU vesting rather than a market-driven sale for diversification. The filing lists 270,095 shares directly owned post-transaction and numerous indirect trust holdings (notably multiple 176,829 and 17,617 share trusts), indicating the former CFO continues to hold a meaningful stake. For investors, the key takeaway is continuity of insider ownership despite retirement; there is no new derivative or large open-market sale disclosed here.

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

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Scarpelli Michael

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		F(1)		7,420	D	$230.48	270,095(2)	D
Common Stock								17,617	I	Trust(3)
Common Stock								17,617	I	Trust(4)
Common Stock								17,617	I	Trust(5)
Common Stock								2,755	I	Trust(6)
Common Stock								2,755	I	Trust(7)
Common Stock								2,755	I	Trust(8)
Common Stock								176,829	I	Trust(9)
Common Stock								176,829	I	Trust(10)
Common Stock								176,829	I	Trust(11)
Common Stock								34,364	I	Spouse
Common Stock								167,521	I	Trust(12)

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 shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

4. The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

5. The shares are held by the 2020 Fintail Irrevocable GST Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

6. The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 1 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

7. The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 2 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

8. The shares are held by the 2020 Fintail Irrevocable Non-Exempt Trust f/b/o Child 3 dated 12/29/2020 for which the Reporting Person's child is the beneficiary.

9. Irrevocable Trust f/b/o Child 1 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019.

10. Irrevocable Trust f/b/o Child 2 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019.

11. Irrevocable Trust f/b/o Child 3 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019.

12. The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee.

Remarks:

The Reporting Person retired as Snowflake Inc.'s Chief Financial Officer effective September 22, 2025.

	/s/ Marie Reider, Attorney-in-Fact	09/24/2025
	** 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 Snowflake (SNOW) insider Michael Scarpelli report on Form 4?

The Form 4 reports a disposition of 7,420 shares on 09/22/2025 at $230.48 per share to satisfy tax withholding on vested RSUs and discloses continued direct and indirect beneficial ownership.

Why were 7,420 shares disposed of according to the Form 4?

The filing states the shares were withheld to satisfy tax withholding obligations on the vesting of restricted stock units.

When did Michael Scarpelli retire as Snowflake CFO?

The Form 4 includes a remark that the Reporting Person retired effective September 22, 2025.

How many shares does the filing show Michael Scarpelli beneficially owns after the transaction?

The filing shows 270,095 shares directly and additional indirect holdings through several trusts and a spouse, including multiple trusts holding 176,829 and other listed blocks.

Was any derivative security transaction reported on this Form 4?

No derivative securities transaction (options, puts, calls) is reported in Table II of this Form 4.