[Form 4] Snowflake Inc. Insider Trading Activity

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).

Insights

Securities Analyst

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.

Corporate Governance Expert

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.

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

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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)
09/15/2025

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	09/15/2025		F(1)		1,581	D	$221.15	278,984(2)	D
Common Stock	09/15/2025		F(1)		1,469	D	$221.15	277,515(2)	D
Common Stock								17,617	I	Trust(3)
Common Stock								17,617	I	Trust(4)
Common Stock								17,617	I	Trust(5)
Common Stock								2,755	I	Trust(6)
Common Stock								2,755	I	Trust(7)
Common Stock								2,755	I	Trust(8)
Common Stock								176,829	I	Trust(9)
Common Stock								176,829	I	Trust(10)
Common Stock								176,829	I	Trust(11)
Common Stock								34,364	I	Spouse
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	Common Stock	1,319,299		1,319,299(14)	D
Stock Option (Right to Buy)	$207.56							(15)	03/08/2032	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 Person's 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 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	09/17/2025
	** 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 transactions did Snowflake insider Michael Scarpelli report on Form 4 (SNOW)?

The Form 4 reports two dispositions on 09/15/2025 of 1,581 and 1,469 shares sold at $221.15 per share, withheld to satisfy tax withholding on RSU vesting.

How many Snowflake shares does Michael Scarpelli beneficially own after the reported transactions?

The filing shows beneficial ownership figures of 278,984 and 277,515 shares following the reported dispositions, plus additional indirect holdings in trusts and a spouse account as detailed in the form.

Does the Form 4 disclose any stock options for Michael Scarpelli (SNOW)?

Yes. It discloses 1,319,299 stock options at an $8.88 strike (fully vested) and 69,569 options at a $207.56 strike (vesting monthly through 03/08/2032).

Were the reported share sales open-market trades or tax-withholding on RSU vesting?

The filing explains the sales represent shares withheld to satisfy tax withholding obligations on the vesting of restricted stock units.

Who signed the Form 4 filing for Michael Scarpelli and when?

The filing is signed by Marie Reider, Attorney-in-Fact on 09/17/2025.