Snowflake (SNOW) Form 4: Insider Withholding and 2,611-Share Sale at $230.48

Christian Kleinerman, Snowflake Inc. EVP of Product Management, reported share dispositions and withholding related to RSU vesting.

Rhea-AI Filing Summary

Christian Kleinerman, Snowflake Inc. EVP of Product Management, reported share dispositions and withholding related to RSU vesting. On 09/22/2025 the filing shows two withholding events of 1,800 and 863 shares at $230.48 per share to satisfy tax obligations on vested restricted stock units. On 09/23/2025 a sale of 2,611 shares at $230.48 was effected pursuant to a 10b5-1 trading plan adopted December 19, 2024. The reporting person’s post-transaction beneficial ownership figures are shown as 545,924, 545,061 and 542,450 shares following each reported transaction line. The filing also discloses indirect holdings: 5,086 shares in a 2022 GRAT, 100,000 in a 2023 GRAT, 100,000 in a 2024 GRAT, and 48,568 held by Kleinerman 2020 Dynasty LLC, for which he is manager.

Positive

• Transaction executed under a 10b5-1 trading plan, providing pre-established trading rules and reducing signalling risk
• Tax withholding on RSU vesting was handled via share withholding rather than cash, indicating routine compensation settlement
• Detailed disclosure of indirect holdings (GRATs and LLC) aids transparency about beneficial ownership

Negative

• Insider sold 2,611 shares, reducing direct holdings to 542,450 shares (reported post-transaction)
• Aggregate share reduction from withholding and sale totals 5,074 shares, a modest decrease in direct ownership

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding and a small planned sale under a 10b5-1 plan; not a material corporate development.

The Form 4 discloses withholding of 2,663 shares on 09/22/2025 to cover taxes on vested RSUs and a subsequent sale of 2,611 shares on 09/23/2025 executed under a pre-established 10b5-1 plan. Transaction prices are uniform at $230.48. The reported direct beneficial ownership decreases across entries to 542,450 shares. These actions are consistent with routine liquidity and tax-management activities by an executive and do not, by themselves, indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard practices for executive compensation settlement and rule-based trading plans.

The filing specifies RSU share withholding to satisfy tax obligations and a sale under a 10b5-1 trading plan adopted on December 19, 2024, which provides pre-clearance and defensible timing for the sale. Indirect holdings in multiple GRATs and an LLC are disclosed, showing estate-planning structures. No unusual accelerations, option exercises, or material deviations from governance norms are reported.

Insider Trade Summary

Net Seller: 2,611 shares

Net Sell 7 txns

Insider Kleinerman Christian

Role EVP, Product Management

Sold 2,611 shs ($602K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,611	$230.48	$602K
Exercise Price or Tax Liability	Common Stock	1,800	$230.48	$415K
Exercise Price or Tax Liability	Common Stock	863	$230.48	$199K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 542,450 shares (Direct); Common Stock — 5,086 shares (Indirect, 2022 GRAT); Common Stock — 100,000 shares (Indirect, 2023 GRAT); Common Stock — 100,000 shares (Indirect, 2024 GRAT); Common Stock — 48,568 shares (Indirect, LLC)

Footnotes (7)

1. F1. Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.
2. F2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.
3. F3. The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 19, 2024.
4. F4. Shares are held by the Christian Kleinerman 2022 Grantor Retained Annuity Trust dated June 24, 2022 for which the Reporting Person is the trustee.
5. F5. Shares are held by the Christian Kleinerman 2023 Grantor Retained Annuity Trust dated September 1, 2023 for which the Reporting Person is the trustee.
6. F6. Shares are held by the Christian Kleinerman 2024 Grantor Retained Annuity Trust dated December 20, 2024 for which the Reporting Person is the trustee.
7. F7. Shares are held by the Kleinerman 2020 Dynasty LLC for which the Reporting Person is the manager and the Reporting Person's immediate family members are the beneficiaries.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Snowflake (SNOW) insider Christian Kleinerman report on Form 4?

The Form 4 reports withholding of 1,800 and 863 shares on 09/22/2025 and a sale of 2,611 shares on 09/23/2025, all at $230.48 per share.

Were the sales by the SNOW insider part of a trading plan?

Yes. The 09/23/2025 sale of 2,611 shares was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 19, 2024.

Why were shares withheld by the SNOW insider on 09/22/2025?

The filing states the withheld shares (1,800 and 863) were used to satisfy tax withholding obligations on the vesting of restricted stock units.

How many shares does Christian Kleinerman hold indirectly according to the filing?

The filing discloses indirect holdings of 5,086 shares (2022 GRAT), 100,000 shares (2023 GRAT), 100,000 shares (2024 GRAT), and 48,568 shares held by Kleinerman 2020 Dynasty LLC.

What is the post-transaction direct beneficial ownership reported?

The Form 4 shows post-transaction direct ownership figures of 545,924, 545,061, and finally 542,450 shares following the reported transactions.

Who signed the Form 4 filing for the reporting person?

The form was signed by /s/ Marie Reider, Attorney-in-Fact on 09/24/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 09/24/2025 - 08:07 PM EDT Learn about SEC filing dates

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).

1. Name and Address of Reporting Person^*

Kleinerman Christian

(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)
	EVP, Product Management

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)		1,800	D	$230.48	545,924(2)	D
Common Stock	09/22/2025		F(1)		863	D	$230.48	545,061(2)	D
Common Stock	09/23/2025		S(3)		2,611	D	$230.48	542,450(2)	D
Common Stock								5,086	I	2022 GRAT(4)
Common Stock								100,000	I	2023 GRAT(5)
Common Stock								100,000	I	2024 GRAT(6)
Common Stock								48,568	I	LLC(7)

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 reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 19, 2024.

4. Shares are held by the Christian Kleinerman 2022 Grantor Retained Annuity Trust dated June 24, 2022 for which the Reporting Person is the trustee.

5. Shares are held by the Christian Kleinerman 2023 Grantor Retained Annuity Trust dated September 1, 2023 for which the Reporting Person is the trustee.

6. Shares are held by the Christian Kleinerman 2024 Grantor Retained Annuity Trust dated December 20, 2024 for which the Reporting Person is the trustee.

7. Shares are held by the Kleinerman 2020 Dynasty LLC for which the Reporting Person is the manager and the Reporting Person's immediate family members are the beneficiaries.

Remarks:

	/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.