Form 4: Snowflake President Sells Shares, Withholds for Tax

Snowflake Inc.'s President of Products, Benoit Dageville, reported sales of common stock totaling 1,912 shares and tax-related withholdings of 1,950 shares, while maintaining significant indirect holdings.

Summary

• Benoit Dageville, President of Products and a Director at Snowflake Inc. (SNOW), reported transactions involving the company's common stock.
• On September 15, 2025, 1,011 shares were disposed of at $221.15 per share to satisfy tax withholding obligations related to restricted stock unit (RSU) vesting, reducing direct beneficial ownership to 55,128 shares.
• Also on September 15, 2025, an additional 939 shares were disposed of at $221.15 per share for tax withholding, further reducing direct beneficial ownership to 54,189 shares.
• On September 16, 2025, 1,912 shares were sold at $221.24 per share pursuant to a Rule 10b5-1 trading plan adopted on March 28, 2025, resulting in a direct beneficial ownership of 52,277 shares.
• The total value of shares disposed for tax withholding was approximately $431,452.50 (1,011 shares * $221.15 + 939 shares * $221.15).
• The total value of shares sold was approximately $423,099.68 (1,912 shares * $221.24).
• Following these transactions, Mr. Dageville directly beneficially owns 52,277 shares of common stock.
• Mr. Dageville also holds indirect beneficial ownership of 750,000 shares through The Selene GRAT No. 1 (for which he is trustee) and 3,146,555 shares through The Snow Trust UTA (for which he is a trustee).
• Beneficial ownership of 750,000 shares held by The Thira GRAT No. 1 (for which his spouse is trustee) is disclaimed by Mr. Dageville.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The tax withholding is a standard event for RSU vesting. The stock sale, while a disposition, was pre-planned under a 10b5-1 plan, mitigating any strong negative signal. The executive retains substantial direct and indirect holdings.

Positives

• The tax withholding transactions indicate the vesting of restricted stock units, suggesting continued compensation and retention of a key executive.
• Benoit Dageville retains significant direct and indirect beneficial ownership in Snowflake Inc., totaling 3,948,832 shares (52,277 direct + 750,000 via Selene GRAT + 3,146,555 via Snow Trust), demonstrating continued alignment with shareholder interests.

Negatives

• The sale of 1,912 shares by a key executive, even if pre-planned, represents a reduction in direct ownership and can sometimes be perceived negatively by the market.

Future Outlook

The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted on March 28, 2025, indicating pre-scheduled transactions designed to comply with insider trading regulations. This plan allows insiders to sell shares at a predetermined time or price in the future.

Industry Context

This filing is specific to an insider transaction and does not provide broader industry context or trends. It reflects an individual executive's stock activity within Snowflake Inc.

Related Party Transactions

• Benoit Dageville holds indirect beneficial ownership through The Selene GRAT No. 1 and The Snow Trust UTA, for which he serves as a trustee.
• Shares are also held by The Thira GRAT No. 1, for which his spouse is the trustee, though beneficial ownership is disclaimed by Mr. Dageville.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even if planned, could be interpreted as a minor negative signal, but the significant remaining holdings and the nature of the transactions (tax withholding, 10b5-1 plan) suggest no immediate change in management's confidence.
• Employees: The RSU vesting indicates continued compensation and retention of executive talent.

Key Dates

Recommendation

The filing details routine insider transactions, including tax-related dispositions from RSU vesting and a pre-planned sale under a 10b5-1 plan. While a sale by an executive can sometimes be a negative signal, the planned nature and the executive's substantial remaining direct and indirect holdings (over 3.9 million shares) do not suggest a loss of confidence or a significant shift in company fundamentals. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor future filings and broader company performance rather than reacting solely to these expected transactions.

Keywords

Snowflake, SNOW, Insider Trading, Form 4, Benoit Dageville, Stock Sale, RSU Vesting, 10b5-1 Plan, Executive Compensation, Beneficial Ownership