Form 4: Snowflake Executive Christian Kleinerman Reports Pre-Planned Stock Sales and Tax Withholdings

Christian Kleinerman, Snowflake's EVP of Product Management, reported the sale of 2,975 shares and the disposition of 3,033 shares for tax purposes, all executed under a pre-arranged 10b5-1 trading plan.

Summary

• Christian Kleinerman, Executive Vice President of Product Management at Snowflake Inc. (SNOW), reported changes in his beneficial ownership of Class A Common Stock.
• On June 16, 2025, Mr. Kleinerman disposed of 1,572 shares and 1,461 shares (totaling 3,033 shares) at a price of $208.18 per share. These dispositions were to satisfy tax withholding obligations related to the vesting of restricted stock units.
• On June 17, 2025, Mr. Kleinerman sold 1,542 shares and 1,433 shares (totaling 2,975 shares) at a price of $208.00 per share.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan that the Reporting Person adopted on December 19, 2024.
• Following these transactions, Mr. Kleinerman directly holds 562,609 shares of Class A Common Stock.
• He also indirectly holds 33,499 shares through the Christian Kleinerman 2022 Grantor Retained Annuity Trust, 100,000 shares through the Christian Kleinerman 2023 Grantor Retained Annuity Trust, 100,000 shares through the Christian Kleinerman 2024 Grantor Retained Annuity Trust, and 53,568 shares through the Kleinerman 2020 Dynasty LLC.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's an insider sale, the fact that it's a pre-planned transaction under a 10b5-1 plan mitigates any negative implications, suggesting routine financial management rather than a lack of confidence in the company.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 trading plan, which indicates a structured and pre-determined approach to stock disposition, reducing concerns about opportunistic trading based on non-public information.

Negatives

• The transactions represent a reduction in the direct beneficial ownership of Class A Common Stock by a key executive, which some investors might interpret as a slight negative, despite the pre-planned nature of the sales.

Risks

• No specific operational or financial risks to Snowflake Inc. are disclosed in this Form 4. The primary risk associated with such a filing is the potential for minor negative market perception due to an executive's stock sale, although this is mitigated by the 10b5-1 plan.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Snowflake Inc.'s future performance or outlook.

Management Comments

• "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 sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 19, 2024."

Industry Context

This filing is a routine disclosure of insider stock transactions, common for executives of publicly traded companies. The use of a 10b5-1 trading plan aligns with standard corporate governance practices aimed at preventing accusations of insider trading.

Comparison to Industry Standards

• The execution of stock sales under a Rule 10b5-1 trading plan is a widely accepted best practice in corporate governance, demonstrating a commitment to transparency and avoiding the appearance of trading on material non-public information. This aligns with practices seen at other major technology companies like Microsoft, Google, or Amazon, where executives frequently utilize such plans for their personal financial planning.

Corporate Governance

Related Party Transactions

• Shares are held indirectly by the Christian Kleinerman 2022 Grantor Retained Annuity Trust, for which the Reporting Person is the trustee.
• Shares are held indirectly by the Christian Kleinerman 2023 Grantor Retained Annuity Trust, for which the Reporting Person is the trustee.
• Shares are held indirectly by the Christian Kleinerman 2024 Grantor Retained Annuity Trust, for which the Reporting Person is the trustee.
• Shares are held indirectly 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.

Stakeholder Impact

• Shareholders: The sale represents a minor reduction in an executive's direct holdings, but the pre-planned nature (10b5-1) suggests it's for personal financial planning rather than a negative signal about the company.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• No specific future actions or milestones for Snowflake Inc. are mentioned in this Form 4 filing, as it pertains solely to an executive's personal stock transactions.

Key Dates

Keywords

Snowflake, SNOW, Form 4, Insider Trading, Stock Sale, Executive Compensation, Christian Kleinerman, 10b5-1 Plan, Restricted Stock Units, Tax Withholding