Form 4: Snowflake Founder Sells Shares, Exercises Options

Snowflake Inc. Founder and Chief Architect, Benoit Dageville, exercised stock options, sold a portion of his shares, and gifted shares, all under a pre-arranged 10b5-1 trading plan.

Summary

• Benoit Dageville, Founder and Chief Architect of Snowflake Inc., reported transactions on October 30, 2025.
• Exercised 25,000 stock options at an exercise price of $13.48 per share.
• Sold 25,000 shares of Common Stock at a price of $265 per share.
• Gifted 7,500 shares of Common Stock from The Snow Trust UTA.
• All transactions were executed under a Rule 10b5-1 trading plan adopted on March 28, 2025.
• Following these transactions, direct beneficial ownership is 50,519 shares.
• Indirect beneficial ownership includes 3,066,555 shares in The Snow Trust UTA, 750,000 shares in The Thira GRAT No. 1, and 750,000 shares in The Selene GRAT No. 1.
• 217,927 stock options remain beneficially owned by the reporting person.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider transactions under a pre-arranged plan, which typically carries a neutral sentiment unless the scale or context suggests otherwise. The transactions themselves represent a personal financial gain for the insider.

Positives

• Exercise of stock options at a significantly lower price ($13.48) compared to the sale price ($265), indicating a substantial personal gain for the insider.
• Transactions were pre-planned under a 10b5-1 trading plan, which mitigates concerns about opportunistic insider trading.

Negatives

• The sale of 25,000 shares by a key executive, even if part of a pre-arranged plan, could be perceived by some investors as a reduction in insider conviction.

Future Outlook

The execution of transactions under a Rule 10b5-1 trading plan indicates pre-scheduled future transactions, but no specific forward-looking guidance or estimates for the company's performance are provided.

Industry Context

Insider transactions, particularly those executed under Rule 10b5-1 plans, are a common occurrence for executives in publicly traded companies. These plans are designed to allow insiders to sell shares without being accused of trading on material non-public information, providing transparency to the market.

Corporate Governance

Related Party Transactions

• A gift of 7,500 shares was made from The Snow Trust UTA dated September 10, 2019, for which the Reporting Person is a trustee.
• Indirect beneficial ownership includes shares held by The Thira GRAT No. 1 dated March 13, 2025, for which the Reporting Person's spouse is the trustee. The Reporting Person disclaims beneficial ownership of these shares.
• Indirect beneficial ownership includes shares held by The Selene GRAT No. 1 dated March 13, 2025, for which the Reporting Person is the trustee.

Stakeholder Impact

• Shareholders: Routine insider transactions under a 10b5-1 plan are generally not highly impactful, but some investors may note the executive's share sale.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The 10b5-1 trading plan adopted on March 28, 2025, may involve further pre-scheduled transactions by the reporting person in the future.

Key Dates

Keywords

Snowflake, SNOW, Benoit Dageville, Insider Trading, Form 4, Stock Options, Share Sale, 10b5-1 Plan, Executive Compensation