Form 4: Snowflake Founder Sells Shares Under 10b5-1 Plan

Snowflake Inc. Founder and Chief Architect Benoit Dageville executed planned transactions, including the exercise of stock options and the sale of common stock, as well as a gift of shares.

Summary

• Benoit Dageville, Founder, Chief Architect, and Director of Snowflake Inc. (SNOW), engaged in several transactions on November 13, 2025.
• These transactions were conducted under a Rule 10b5-1 trading plan adopted on March 28, 2025.
• Dageville exercised stock options to acquire 25,000 shares of common stock at an exercise price of $13.48 per share.
• Concurrently, he sold 25,000 shares of common stock at a price of $264.45 per share.
• Additionally, 7,500 shares of common stock were gifted at a price of $0.
• Following these transactions, Dageville directly owns 50,519 shares and indirectly holds 3,059,055 shares through The Snow Trust, and 750,000 shares through The Selene GRAT No. 1, for which he is trustee.
• He also indirectly holds 750,000 shares through The Thira GRAT No. 1, for which his spouse is trustee, but disclaims beneficial ownership of these shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was executed under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling. The exercise of options also reflects a positive personal financial outcome for the insider.

Positives

• The exercise of stock options at a low price of $13.48 indicates a significant unrealized gain for the reporting person.
• The transactions were executed under a pre-arranged 10b5-1 trading plan, demonstrating a structured approach to managing equity holdings rather than opportunistic trading.

Negatives

• The sale of 25,000 shares by a key insider, even if planned, could be perceived negatively by some investors, potentially signaling a lack of confidence or a desire to diversify holdings.
• The significant value of the shares sold ($264.45 per share) represents a substantial reduction in direct equity exposure for the reporting person.

Future Outlook

NA

Industry Context

Insider transactions, particularly those executed under Rule 10b5-1 plans, are common among executives and directors of publicly traded technology companies like Snowflake. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, providing an affirmative defense against insider trading allegations. Such sales are often for personal financial planning, diversification, or liquidity, and are generally viewed as less indicative of management's sentiment about the company's future than unscheduled sales.

Related Party Transactions

• A gift of 7,500 shares was made. While the recipient is not specified, the filing mentions indirect ownership through trusts, including one where the reporting person's spouse is the trustee (The Thira GRAT No. 1), though beneficial ownership is disclaimed for those specific shares. Another trust (The Selene GRAT No. 1) has the reporting person as trustee.

Stakeholder Impact

• Shareholders: The sale of shares by a founder could lead to minor concerns about insider sentiment, but the 10b5-1 plan context generally alleviates significant negative interpretations. The overall impact on the company's operational performance or strategic direction is negligible.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions executed under a pre-established 10b5-1 trading plan. Such planned sales by executives are common for diversification and personal financial management and typically do not reflect a change in the company's fundamental outlook or performance. Therefore, this specific filing alone does not provide a basis for a 'buy' or 'sell' recommendation, and a 'hold' stance is appropriate, pending further company-specific or market-wide developments.

Keywords

Snowflake, SNOW, Benoit Dageville, Insider Trading, Form 4, Stock Option Exercise, Share Sale, 10b5-1 Plan, Corporate Governance, Founder, Chief Architect