SNOW EVP reports 10b5-1 sale and large LLC disposition

Rhea-AI Filing Summary

Insider sale under a pre-set plan. An executive officer of Snowflake Inc. (SNOW), EVP of Product Management Christian Kleinerman, reported transactions dated 10/08/2025. The filing shows a sale of 5,000 shares at $250 per share executed under a 10b5-1 trading plan adopted on 12/19/2024, and a separate disposition of 532,450 shares held via an LLC. After the reported transactions the reporting person retains indirect and trust holdings including 43,568 shares directly/indirectly and multiple grantor trust holdings of 100,000 shares each. The report was signed on 10/10/2025.

Positive

• Sale executed under a 10b5-1 plan, adopted 12/19/2024, which generally signals pre-planned liquidity rather than opportunistic insider trading
• Substantial retained holdings in trust structures (three GRATs of 100,000 shares each) indicating ongoing alignment with long-term ownership

Negative

• Large disposition of 532,450 shares held by the Kleinerman 2020 Dynasty LLC reported as a sale on 10/08/2025, representing meaningful insider liquidity
• Total reported disposals of at least 537,450 shares on 10/08/2025 when combining the 532,450 LLC disposition and the 5,000 sale at $250

Insights

Corporate Governance Expert

Sale follows a pre-established 10b5-1 plan, signalling a non-event governance process.

The filing discloses that the sale of 5,000 shares at $250 was executed under a 10b5-1 trading plan adopted on 12/19/2024, which provides the reporting person an affirmative defense under insider-trading rules if plan conditions are met. A separate large disposition of 532,450 shares held in an LLC is also reported as a disposition on the same date.

Key dependencies include the terms of the 10b5-1 plan and whether the LLC disposition was part of the plan or a separate transfer; investors should note the reported dates and holdings as near-term, material disclosure points.

Equity Compensation Specialist

Reported holdings remain concentrated across direct, LLC, and trust structures after disposals.

The report lists retained positions including 43,568 shares in a direct/indirect form and three Grantor Retained Annuity Trusts holding 100,000 shares each (2022, 2023, 2024), plus restricted stock units that will issue additional shares. This mix indicates continued long-term exposure via trusts and an LLC while liquidating a sizeable block.

Watch the issuance schedule for the restricted stock units and any future 10b5-1 plan activity in the coming quarters to understand ongoing dilution or insider liquidity timing.

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).

X

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^*

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)
10/08/2025

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	10/08/2025		S(1)		5,000	D	$250	43,568	I	LLC(2)
Common Stock								532,450(3)	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)

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. 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.

2. 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.

3. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

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.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	10/10/2025
	** 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 did Snowflake insider Christian Kleinerman disclose on Form 4 (SNOW)?

The filing reports dispositions on 10/08/2025, including a sale of 5,000 shares at $250 under a 10b5-1 plan and a separate disposition of 532,450 shares held by an LLC.

Was the sale part of a pre-existing trading plan for SNOW insider transactions?

Yes. The sale of 5,000 shares was effected pursuant to a 10b5-1 trading plan adopted on 12/19/2024, as stated in the filing.

How many SNOW shares does the reporting person still control after the transactions?

The filing shows retained indirect/direct holdings including 43,568 shares plus trust holdings of 100,000 shares each for the 2022, 2023, and 2024 GRATs, and additional restricted stock units to be issued (amounts disclosed).

What is the price per share disclosed for the reported sale?

The disclosed sale price for the 5,000 share transaction is $250 per share.

When was the Form 4 signed and filed for SNOW insider activity?

The signature block shows the filing was signed on 10/10/2025.