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[Form 4] Snowflake Inc. Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Benoit Dageville, President of Products and a director at Snowflake Inc. (SNOW), reported share movements on a Form 4 covering transactions on September 8-9, 2025. On 09/08/2025 560 and 545 shares were withheld to satisfy tax withholding on vested restricted stock units at a price of $225.58 per share, reducing his direct holdings to 57,765 and 57,220 shares respectively. On 09/09/2025 he sold 1,081 shares at $223.86 under a 10b5-1 trading plan adopted March 28, 2025, leaving 56,139 shares reported as directly owned. The filing also discloses substantial indirect holdings: 3,146,555 shares held by The Snow Trust UTA dated 9/10/19 (he is trustee), and two GRATs each holding 750,000 shares (one he is trustee of, the other held by his spouse where he disclaims beneficial ownership).

Positive

  • Sale executed under a 10b5-1 plan, indicating the transaction was preplanned and not opportunistic
  • Clear disclosure of indirect holdings and disclaimers for shares held in trusts and GRATs

Negative

  • Insider sale of 1,081 shares on 09/09/2025 at $223.86 reduces direct holdings to 56,139 shares
  • Tax-withheld share dispositions (560 and 545 shares) from RSU vesting on 09/08/2025 at $225.58 each

Insights

TL;DR: Routine insider tax-withholdings and a small sale under a pre-established 10b5-1 plan; substantial indirect trust holdings disclosed.

The transactions are consistent with normal post-vesting tax withholdings and a modest sale executed under a 10b5-1 plan adopted March 28, 2025. Direct reported holdings decreased from above 57,000 shares to 56,139 after the reported activity. The Form 4 also discloses a material indirect position of 3,146,555 shares held in The Snow Trust UTA, which is significant relative to the individual's direct holdings and may be relevant for ownership concentration analysis.

TL;DR: Disclosure follows standard governance practices; use of a 10b5-1 plan reduces concerns about timing.

The filing clearly identifies the reporter's roles as both director and officer and documents that a sale on 09/09/2025 was effected pursuant to a 10b5-1 trading plan, which provides an affirmative defense under Rule 10b5-1(c). The report also properly discloses indirect holdings and a disclaimer of beneficial ownership for shares held by the Reporting Person's spouse as trustee, aligning with standard Section 16 reporting 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*
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)
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) 560 D $225.58 57,765(2) D
Common Stock 09/08/2025 F(1) 545 D $225.58 57,220(2) D
Common Stock 09/09/2025 S(3) 1,081 D $223.86 56,139(2) D
Common Stock 3,146,555 I Trust(4)
Common Stock 750,000 I Trust(5)
Common Stock 750,000 I Trust(6)
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 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 28, 2025.
4. The shares are held by The Snow Trust UTA dated 9/10/19 for which the Reporting Person is a trustee.
5. The shares are held by The Selene GRAT No. 1 dated 3/13/2025 for which the Reporting Person is the trustee.
6. 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.
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 Benoit Dageville report on Form 4 for SNOW?

The Form 4 reports two RSU-related withholdings of 560 and 545 shares on 09/08/2025 at $225.58 and a sale of 1,081 shares on 09/09/2025 at $223.86 executed under a 10b5-1 plan.

Was the 09/09/2025 sale by the SNOW insider preplanned?

Yes. The filing states the sale was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 28, 2025.

How many SNOW shares does the filing show Benoit Dageville indirectly controls?

The Form 4 discloses 3,146,555 shares held by The Snow Trust UTA dated 9/10/19 and two GRATs each holding 750,000 shares (one of which the Reporting Person disclaims beneficial ownership).

What was the reported price per share for the RSU tax withholding and the sale?

RSU tax-withholdings were reported at $225.58 per share; the sale on 09/09/2025 was at $223.86 per share.

Does the filer disclaim ownership of any reported shares in the Form 4?

Yes. The filing states the Reporting Person disclaims beneficial ownership of the 750,000 shares held by The Thira GRAT No. 1 dated 3/13/2025 for which the Reporting Person's spouse is trustee.
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United States
BOZEMAN