[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Snowflake CFO Michael Scarpelli reported a significant insider transaction on June 20, 2025, involving the disposition of 7,420 shares of Class A Common Stock at $212.08 per share. The shares were withheld for tax purposes related to vesting of restricted stock units.

Following the transaction, Scarpelli maintains substantial holdings including:

• 281,353 shares held directly
• 1,388,868 shares accessible through stock options (1,319,299 fully vested at $8.88 and 69,569 vesting monthly at $207.56)
• 873,488 shares held indirectly through various family trusts and spouse

The filing reveals a complex trust structure for wealth management, including multiple GST Exempt and Non-Exempt trusts benefiting Scarpelli's children, and significant holdings in the Scarpelli Family Trust. This transaction reflects standard executive compensation management rather than a strategic trading decision.

Positive

• CFO Michael Scarpelli maintains significant direct ownership of 281,353 shares of Class A Common Stock, demonstrating alignment with shareholder interests
• CFO holds valuable stock options including 1,319,299 shares at $8.88 strike price (fully vested) and 69,569 shares at $207.56 (vesting monthly), indicating long-term commitment
• Substantial indirect ownership through various family trusts totaling over 590,000 shares shows strong personal investment in company's success

Negative

• CFO disposed of 7,420 shares at $212.08 per share, though this was for tax withholding purposes rather than an open market sale
• Monthly vesting schedule of newer stock options at $207.56 could lead to regular share sales for tax obligations
• Complex ownership structure through multiple trusts may reduce transparency for investors tracking insider holdings

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).

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^*

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)
06/20/2025

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	06/20/2025		F(1)		7,420	D	$212.08	281,353(2)	D
Class A Common Stock								17,617	I	Trust(3)
Class A Common Stock								17,617	I	Trust(4)
Class A Common Stock								17,617	I	Trust(5)
Class A Common Stock								2,755	I	Trust(6)
Class A Common Stock								2,755	I	Trust(7)
Class A Common Stock								2,755	I	Trust(8)
Class A Common Stock								176,829	I	Trust(9)
Class A Common Stock								176,829	I	Trust(10)
Class A Common Stock								176,829	I	Trust(11)
Class A Common Stock								34,364	I	Spouse
Class A 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
Stock Option (Right to Buy)	$8.88							(13)	08/26/2029	Class A Common Stock	1,319,299		1,319,299(14)	D
Stock Option (Right to Buy)	$207.56							(15)	03/08/2032	Class A Common Stock	69,569		69,569(14)	D

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 Persons' 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.

13. The stock option is fully vested.

14. The Reporting Person is not reporting any transactions relating to his stock options for the Issuer's Class A Common Stock and is voluntarily reporting his outstanding stock options as of the date of this report.

15. The shares subject to the option vest in 48 equal monthly installments beginning on March 8, 2022, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	06/24/2025
	** 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

How many SNOW shares did CFO Michael Scarpelli sell on June 20, 2025?

CFO Michael Scarpelli did not sell shares, but rather had 7,420 shares withheld at $212.08 per share to satisfy tax withholding obligations related to the vesting of restricted stock units.

What is Michael Scarpelli's total direct ownership of SNOW stock after the June 2025 transaction?

Following the transaction, Michael Scarpelli directly owns 281,353 shares of Snowflake Class A Common Stock. He also holds stock options for 1,319,299 shares at $8.88 per share and 69,569 shares at $207.56 per share.

What stock options does SNOW's CFO currently hold?

Michael Scarpelli holds two sets of stock options: 1) A fully vested option for 1,319,299 shares at $8.88 per share expiring August 26, 2029, and 2) An option for 69,569 shares at $207.56 per share expiring March 8, 2032, which vests in 48 monthly installments starting March 8, 2022.

How many SNOW shares does Michael Scarpelli control through family trusts?

Through various family trusts, Scarpelli indirectly controls substantial holdings including: 52,851 shares in GST Exempt Trusts, 8,265 shares in Non-Exempt Trusts, 530,487 shares in Grantor Retained Annuity Trusts, 167,521 shares in the Scarpelli Family Trust, and 34,364 shares held by his spouse, totaling approximately 793,488 shares of indirect ownership.