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The number of holders of record presented here also does not include stockholders whose shares may be held in trust by other entities.
−Removed: On March 1, 2021, all shares of our then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock pursuant to the terms of our amended and restated certificate of incorporation.
−Removed: See Note 12, “Equity,” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
Dividend Policy
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Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
−Removed: Securities Authorized for Issuance under Equity Compensation Plans
−Removed: The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2023.
Recent Sales of Unregistered Equity Securities
−Removed: In connection with our acquisition of the outstanding capital stock of Streamlit, Inc.
−Removed: in March 2022, we agreed to issue 2.3 million shares of our common stock as consideration (Equity Consideration), all of which have been issued.
−Removed: A portion of the Equity Consideration that was issued to Streamlit’s founders (Founder Shares) are subject to vesting agreements pursuant to which the Founder Shares vest over three years, subject to each founder’s continued employment with Snowflake or its affiliates.
−Removed: See Note 12, “Equity,” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
−Removed: These issuances were made in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act):
+Added: In connection with our acquisition of the outstanding capital stock of Samooha, Inc.
+Added: (Samooha) on December 20, 2023, pursuant to an Agreement and Plan of Merger and Reorganization, dated as of December 14, 2023 (Merger Agreement), we issued approximately 1.5 million shares of our common stock as consideration (Equity Consideration).
+Added: The Equity Consideration includes approximately 0.2 million shares issued to one of our wholly-owned subsidiaries due to a prior investment we made in Samooha.
+Added: A portion of the Equity Consideration issued to certain of Samooha’s stockholders is subject to vesting agreements pursuant to which the shares will vest over four years, subject to their continued employment with Snowflake or its affiliates.
+Added: See Note 7, “Business Combinations,” and Note 11, “Equity,” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
+Added: These issuances were made in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (Securities Act):
Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.
Use of Proceeds
−Removed: On September 18, 2020, we closed our IPO of 32.2 million shares of our Class A common stock at an offering price of $120.00 per share, including 4.2 million shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in gross proceeds to us of $3.7 billion, net of the underwriting discounts.
+Added: On September 18, 2020, we closed our IPO of 32.2 million shares of our Class A common stock at an offering price of $120.00 per share, including 4.2 million shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in gross proceeds to us of $3.7 billion, net of underwriting discounts.
All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
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We incurred offering expenses of approximately $0.3 million.
−Removed: Immediately subsequent to the closing of our IPO, each of Salesforce Ventures LLC and Berkshire Hathaway Inc.
−Removed: purchased from us approximately 2.1 million shares of our Class A common stock at a price per share equal to the IPO price of $120.00 per share in two concurrent private placements.
−Removed: We received aggregate proceeds of $500.0 million and did not pay underwriting discounts with respect to the shares of Class A common stock that were sold in these private placements.
−Removed: There has been no material change in the planned use of proceeds from our IPO as described in our Final Prospectus for our IPO dated as of September 15, 2020 and filed with the SEC pursuant to Rule 424(b)(4) on September 16, 2020.
+Added: As of January 31, 2024, we had used all the net proceeds.
+Added: The net proceeds were used for general corporate purposes including cash used in operations and capital expenditures.
+Added: There were no material changes to the use of proceeds from our IPO as described in our Final Prospectus for our IPO dated as of September 15, 2020, and filed with the SEC pursuant to Rule 424(b)(4) on September 16, 2020.
Issuer Purchases of Equity Securities
+Added: There were no shares repurchased under our authorized stock repurchase program during the three months ended January 31, 2024.
Stock Performance Graph
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The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.
−Removed: Ta ble of Contents
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.