[144] MicroStrategy Incorporated 8.00% Series A Perpetual Strike Preferred Stock SEC Filing

Rhea-AI Filing Summary

Snowflake Inc. (SNOW) – Form 4 insider activity dated 07/10/2025

President of Products and Co-Founder Benoit Dageville executed a 10b5-1 trading plan that involved three transactions on the same day:

• Option exercise (Code M): 25,000 shares acquired at an exercise price of $0.74.
• Open-market sale (Code S): the same 25,000 shares were sold at an average price of $221.83, generating proceeds of roughly $5.5 million.
• Gift (Code G): 7,500 shares transferred at no cost to The Snow Trust.

Post-transaction, Dageville directly owns 58,325 common shares, while indirect holdings via several trusts total more than 3.1 million shares, with additional 750 k-share positions each in two GRAT structures that he either disclaims or partially controls.

The option that was exercised is fully vested and expires 02/07/2027. All moves were executed under a previously adopted 10b5-1 plan (03/28/2025), signalling a pre-scheduled diversification rather than ad-hoc selling.

Positive

• Pre-scheduled 10b5-1 plan reduces potential concerns over opportunistic insider trading.
• Insider retains a large >3 M share stake, signalling continued alignment with shareholders.

Negative

• $5.5 M sale at $221.83 could be perceived as profit-taking, though small relative to total holdings.

Insights

Financial Analyst

TL;DR: Planned sale; modest relative to >3 M share stake—neutral signal.

Dageville monetised 25 k shares (<~2% of his total beneficial ownership) for $5.5 M while keeping a sizeable position. Because the trade was executed under a 10b5-1 plan, it lessens concerns about timing. The exercise price of $0.74 versus a sale price above $220 highlights the low-cost legacy options insiders still possess, but also reflects routine wealth diversification. Given Snowflake’s float (>300 M shares), the disposal is immaterial to supply/demand dynamics. Overall impact on valuation sentiment is neutral; however, consistent insider selling could weigh on perception if it continues.

Corporate Governance Specialist

TL;DR: 10b5-1 compliance and disclosure sound; governance risk unchanged.

The filing clearly references a 10b5-1 plan, includes option and sale codes, and provides trust relationship details—meeting the SEC’s enhanced disclosure expectations. Use of GRATs and UTAs is standard for estate planning among founders. No red flags such as undisclosed pledging or margin debt appear. Selling equal to the exercised amount avoids net share reduction in direct ownership. I therefore view governance impact as benign, rating the event as non-impactful.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	10000	4319845.07	253763053	07/11/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/11/2025	Options Granted - 02/17/2022	Issuer			10000	07/11/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner, VA 22182	Class A	04/14/2025	10000	3141632.00
Wei-Ming Shao 1850 Towers Crescent Plaza, Tysons Corner VA 22182	Class A	04/15/2025	10000	3150000.00
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	05/12/2025	10000	4207900.00
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	05/14/2025	7500	3187500.00
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	06/06/2025	1701	637093.73
Wei-Ming Shao 1850 Towers Crescent Plaza Tysons Corner VA 22182	Class A	07/09/2025	32500	13047693.27
Wei-Ming Shao 1850 Towers Crescent Plaz Tysons Corner VA 22182	Class A	07/10/2025	20000	8372018.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Snowflake shares did Benoit Dageville sell on 07/10/2025?

He sold 25,000 shares at an average price of $221.83 each.

What was the exercise price of the options converted in this Form 4?

The options were exercised at $0.74 per share.

Does Dageville still own Snowflake shares after the sale?

Yes; he directly owns 58,325 shares and indirectly controls or benefits from more than 3.1 million additional shares held in trusts.

Was the transaction executed under a Rule 10b5-1 plan?

Yes, all actions were carried out under a 10b5-1 plan adopted on 03/28/2025.

Is this insider sale considered material to Snowflake (SNOW) investors?

Given Snowflake’s large float and Dageville’s remaining stake, the transaction is viewed as immaterial to the company’s near-term fundamentals.