[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: Director Lynne Marie Sullivan reports the disposition of employee stock options in connection with the closing of Inozyme Pharma, Inc.’s merger with BioMarin Pharmaceutical Inc. on 1 July 2025. The filing confirms that Incline Merger Sub, a wholly-owned subsidiary of BioMarin, merged with and into Inozyme after completing a cash tender offer for all outstanding common shares at $4.00 per share.

Key transaction details

• Derivative security: Stock option (right to buy) covering 28,368 INZY common shares.
• Exercise price: $2.77 per share.
• Form 4 code: “D” (disposition) — the option was cancelled and converted to cash.
• Cash received: For each share underlying the option, the holder receives the difference between the $4.00 merger consideration and the $2.77 exercise price, subject to withholding.
• Post-transaction holdings: 0 derivative securities remain; reporting person has no disclosed direct or indirect ownership of options after the merger.

Merger mechanics: Under the Merger Agreement dated 16 May 2025, all company options with exercise prices below $4.00 automatically vested, were cancelled at closing and exchanged for cash. Inozyme now operates as a wholly-owned subsidiary of BioMarin.

Investor takeaway: The filing is administrative, documenting option cash-out terms already embedded in the merger. Public shareholders will likewise receive $4.00 per share in cash; INZY stock will cease to trade independently.

Positive

• Merger consummation confirmed: Filing evidences completion of BioMarin’s cash acquisition at $4.00 per share, providing liquidity to former INZY shareholders.
• Option acceleration and cash-out: All below-strike options (28,368 shares at $2.77) were monetized, eliminating future dilution.

Negative

• None.

Insights

M&A Specialist

TL;DR: Filing confirms technical completion of BioMarin’s $4.00-per-share cash acquisition and cash-out of below-strike options.

The Form 4 shows that contingent equity awards with an exercise price below the merger consideration were accelerated and paid in cash, consistent with standard practice in cash mergers. The option’s $1.23 intrinsic value per share (4.00 – 2.77) was realized, eliminating future dilution for BioMarin and cleaning up Inozyme’s cap table. Because the parent now owns 100 % of the equity, this event has no ongoing market liquidity impact, but it serves as a formal legal milestone confirming tender completion and merger effectiveness on 1 July 2025.

Portfolio Manager

TL;DR: Purely administrative disclosure; cash consideration and option payoff already priced in.

The disclosure does not introduce new valuation drivers for residual INZY shareholders: they will receive the predetermined $4 cash. All in-the-money options are cashed out, preventing any post-merger overhang. From a portfolio standpoint, the position is effectively converted to cash, and there is no longer trading exposure to Inozyme’s fundamentals. Impact on BioMarin is de minimis given the small aggregate intrinsic value of a single director’s options.

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^*

Speiser Michael L

(Last) (First) (Middle)

C/O SNOWFLAKE INC.

106 EAST BABOCK 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		A		1,373(1)	A	$0	26,942(2)	D
Common Stock								1,530,210	I	By Trust (Rev Tr)(3)
Common Stock								583,769	I	By Ltd Partnership(4)
Common Stock								37,796	I	By Trust (ESS-21)(3)
Common Stock								37,796	I	By Trust (AMS-21)(3)
Common Stock								37,796	I	By Trust (WWS-21)(3)
Common Stock								37,796	I	By Trust (LES-21)(3)

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. The shares represent restricted stock units, which will vest in full on the earlier of (i) the date of the annual meeting of the Issuer's stockholders to be held in 2026 (or the date immediately prior to such meeting if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the Reporting Person not standing for re-election), or (ii) the first anniversary of the date of grant; subject to the Reporting Person's continued service through such date.

2. Includes shares to be issued in connection with the vesting of one or more restricted stock units. The Reporting Person shares pecuniary interest in these shares with other parties pursuant to contractual relationships. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest in these shares.

3. Shares held by a trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.

4. Shares held by a limited partnership of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	07/03/2025
	** 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 does the INZY Form 4 filed on 3 July 2025 reveal?

It documents Director Lynne Sullivan’s cancellation of 28,368 stock options in exchange for cash as part of BioMarin’s $4.00-per-share merger.

How much cash will option holders receive for the cancelled INZY options?

Each option share yields $1.23 in cash (difference between $4.00 merger price and $2.77 exercise price), before withholding.

When did BioMarin’s merger with Inozyme Pharma close?

The merger became effective on 1 July 2025 after completion of the tender offer.

Will INZY shares continue to trade after the merger?

No. Following the merger, Inozyme is a wholly-owned subsidiary of BioMarin, and public trading of INZY shares ceases.

Did the Form 4 disclose any remaining equity holdings for the reporting person?

No. The filing indicates 0 derivative securities remain after the option cancellation.

What was the exercise price of the cancelled INZY stock options?

The options had an exercise price of $2.77 per share.