SNOW Form 4: Kleinerman Withholds RSU Shares, Sells 2,611 Under 10b5-1
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
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.
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
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 2,611 | $230.48 | $602K |
| Tax Withholding | Common Stock | 1,800 | $230.48 | $415K |
| Tax Withholding | Common Stock | 863 | $230.48 | $199K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units. Includes shares to be issued in connection with the vesting of one or more restricted stock units. 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. Shares are held by the Christian Kleinerman 2022 Grantor Retained Annuity Trust dated June 24, 2022 for which the Reporting Person is the trustee. Shares are held by the Christian Kleinerman 2023 Grantor Retained Annuity Trust dated September 1, 2023 for which the Reporting Person is the trustee. Shares are held by the Christian Kleinerman 2024 Grantor Retained Annuity Trust dated December 20, 2024 for which the Reporting Person is the trustee. 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.
