SNOW Form 4: Scarpelli Disposes Shares; Large Outstanding Options Disclosed
Rhea-AI Filing Summary
Insider transactions by Snowflake CFO Michael Scarpelli: The filing reports two share dispositions on 09/15/2025: 1,581 and 1,469 shares of Snowflake common stock sold at $221.15 per share, noted as shares withheld to satisfy tax withholding on RSU vesting. After those transactions, the filing shows 277,515 and 278,984 shares beneficially owned following each reported disposition, plus numerous shares held indirectly in various family trusts and a spouse account. The reporting person also voluntarily discloses outstanding stock options: 1,319,299 options at an $8.88 strike (fully vested) and 69,569 options at a $207.56 strike (vesting monthly through 03/08/2032).
Positive
- None.
Negative
- None.
Insights
TL;DR: Insider sold small blocks to cover taxes on RSU vesting; substantial option holdings remain, including a large fully vested low-strike position.
The Form 4 shows routine tax-withholding dispositions rather than open-market cash-raising sales, which is explicitly noted in the explanation. The reporting person retains material exposure through ~1.32 million in fully vested options at an $8.88 strike and an additional 69.6k options at a $207.56 strike, representing significant potential future dilution if exercised. Indirect holdings across multiple irrevocable trusts and a family trust are disclosed, totaling numerous share blocks reported in Table I. No other transactions or new derivative trades are reported on this filing.
TL;DR: Disclosure aligns with Section 16 requirements and documents tax-related withholding; governance structure shows multi-trust holdings.
The filing appropriately identifies the reporting person as CFO and lists indirect beneficial ownership via several irrevocable trusts and a family trust. The reported dispositions are labeled as tax withholding on vested RSUs, which is a common governance practice to satisfy tax liabilities. The voluntary reporting of outstanding options increases transparency. There are no indications in the form of atypical related-party transactions or amendments that would raise immediate governance concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 1,581 | $221.15 | $350K |
| Tax Withholding | Common Stock | 1,469 | $221.15 | $325K |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
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| 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 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. 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 Person's child is the beneficiary. 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. 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. 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. 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. Irrevocable Trust f/b/o Child 1 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019. Irrevocable Trust f/b/o Child 2 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019. Irrevocable Trust f/b/o Child 3 created under the Michael P. Scarpelli 2019 Grantor Retained Annuity Trust dated 9/12/2019. The shares are held by the Scarpelli Family Trust for which the Reporting Person is a trustee. The stock option is fully vested. The Reporting Person is not reporting any transactions relating to his stock options for the Issuer's Common Stock and is voluntarily reporting his outstanding stock options as of the date of this report. 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.
