[Form 4] Snowflake Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Scarpelli, Chief Financial Officer of Snowflake Inc. (SNOW), reported a transaction on 09/08/2025. He disposed of 788 shares of Snowflake common stock at a reported price of $225.58 per share, with 280,565 shares reported as beneficially owned following the transaction. The filing also lists multiple blocks of shares held in various trusts and by his spouse, and voluntarily discloses outstanding stock options: a fully vested option for 1,319,299 shares at an $8.88 exercise price and an option for 69,569 shares at a $207.56 exercise price (vesting schedule noted). The Form 4 was signed by an attorney-in-fact on 09/10/2025.

Positive

• Disclosed role: Reporting person identified as Chief Financial Officer, providing clarity on insider position
• Transparency: Voluntary disclosure of outstanding stock options (1,319,299 and 69,569 share awards) improves visibility into potential dilution
• Estate planning clarity: Detailed listing of shares held in multiple trusts and spouse holdings aids investor understanding of indirect ownership

Negative

• Disposition reported: 788 shares were sold/withheld at $225.58, reducing direct holdings
• Potential dilution: Large exercisable option position of 1,319,299 shares exists at an $8.88 exercise price

Insights

Securities Analyst

TL;DR: Insider sale of 788 shares and disclosure of significant vested options; appears routine and nondirectional.

The filing documents a small open-market disposition of 788 shares at $225.58 and shows the reporting person holds or controls 280,565 shares post-transaction across direct and indirect holdings. Materially, the report highlights large outstanding stock options (1,319,299 shares exercisable at $8.88), which are disclosed voluntarily rather than as transactions. From a securities perspective this Form 4 provides transparency on executive equity exposure and option-sourced potential dilution, but the reported sale quantity is modest relative to total equity positions disclosed in the form.

Corporate Governance Expert

TL;DR: As CFO, Scarpelli's filing is a standard Section 16 disclosure showing routine tax/holding arrangements and option holdings.

The Form 4 notes multiple trust arrangements and spouse-held shares, indicating typical estate and family planning structures. The 788-share disposition is annotated as shares withheld to satisfy tax withholding on RSU vesting, consistent with customary practice. The voluntary reporting of outstanding options and the identification of trust beneficiaries supports governance transparency. No departures, amendments, or unusual transaction codes are present that would suggest governance concerns based on this filing alone.

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
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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)
09/08/2025

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	09/08/2025		F(1)		788	D	$225.58	280,565(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	09/10/2025
	** 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 transaction did Michael Scarpelli report on Form 4 for SNOW?

The filing reports a disposition of 788 shares of Snowflake common stock on 09/08/2025 at a price of $225.58 per share.

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

The Form 4 reports 280,565 shares beneficially owned by the reporting person following the transaction.

Does the Form 4 show any outstanding stock options for Scarpelli?

Yes. The filing discloses a fully vested option for 1,319,299 shares at an $8.88 exercise price and an option for 69,569 shares at a $207.56 exercise price.

Why were some shares held in trusts listed on the Form 4?

The Form 4 explicitly lists multiple irrevocable and family trusts and a spouse holding as the vehicles through which shares are held, identifying beneficiaries where applicable.

Who signed the Form 4 and when?

The Form 4 was signed by Marie Reider, Attorney-in-Fact on 09/10/2025 on behalf of the reporting person.