What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-26 compared with 2023-03-29 · 66 added, 41 removed, 113 unchanged (49% of the section changed)

20 unchanged sentences

OTHER INFORMATION

Trading Arrangement

Action Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares Subject to Trading Arrangement Expiration Date

Christian Kleinerman , EVP, Product Management

Adopted December 22, 2023 X 354,439 (1)

March 31, 2025

Czajkowski , EVP, Engineering & Support

Adopted December 22, 2023 X 561,001 (2)

March 31, 2025

Christopher W.

Degnan , Chief Revenue Officer

Adopted December 27, 2023 X 398,775

April 30, 2025

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(1) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan may be lower due to:

(i) our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units;

(ii) the amount of restricted stock units acquired following determination of the achievement of pre-established financial performance goals for fiscal year 2025;

and (iii) the amount of whole shares distributed in connection with the vesting of restricted stock units due to rounding.

(2) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan may be lower due to our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

We maintain a Global Code of Conduct and Ethics that applies to all our employees, officers, contractors, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.

The full text of our Global Code of Conduct and Ethics is posted on our website at www.investors.snowflake.com under “Governance”.

We intend to disclose on our website any future amendments of our Global Code of Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Global Code of Conduct and Ethics.

The full text of our Global Code of Conduct and Ethics is posted on our website at www.investors.snowflake.com under “Governance.” We intend to disclose on our website any future amendments of our Global Code of Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Global Code of Conduct and Ethics.

EXECUTIVE COMPENSATION

20 unchanged sentences

Amended and Restated Bylaws of Snowflake Inc.

S-1/A 333-248280 3.4 9/8/2020

Certificate of Retirement.

2 unchanged sentences

S-1/A 333-248280 4.1 9/8/2020

Amended and Restated Investor Rights Agreement by and among Snowflake Inc.

and certain holders of its capital stock, dated February 7, 2020, as amended.

S-1/A 333-248280 10.1 9/8/2020

Description of Securities.

17 unchanged sentences

S-1 333-248280 10.10 8/24/2020

Offer Letter by and between Snowflake and Frank Slootman, dated April 26, 2019.

S-1 333-248280 10.11 8/24/2020

Offer Letter by and between Snowflake and Michael P.

Scarpelli, dated April 29, 2019.

S-1 333-248280 10.12 8/24/2020

Confirmatory Offer Letter by and between Snowflake Inc.

and Benoit Dageville, dated August 21, 2020.

S-1 333-248280 10.13 8/24/2020

A mended and Restated Offer Letter by and between Snowflake Inc.

and Sridhar Ramaswamy, dated February 27, 2024 .

001-39504 10.1

Confirmatory Offer Letter by and between Snowflake Inc.

and Frank Slootman, dated August 23, 2023.

Confirmatory Offer Letter by and between Sn owflake Inc.

and Michael P.

Scarpelli, dated August 23, 2023.

C onfirmatory Offer Letter by and be tween Sn ow flake Inc.

and Christopher W.

Degnan, dated August 23, 2023.

S-1 333-248280 10.14 8/24/2020

Non-Employee Director Compensation Policy.

Severance and Change in Control Plan and related participation agreement.

S-1 333-248280 10.18 8/24/2020

C onfirma tory Offer Letter by and between Snowf lake Inc.

and Benoit D ageville, dated Aug ust 23, 2023.

C onfirmatory Offer Letter by and between Snowflake Inc.

and Grzegorz Czajkowski, dated August 23, 2023.

C onfirmatory Offer Letter by and between Snowflake Inc.

and Chr istian Kleinerman, dated August 23, 2023.

S everance and Change in Control Plan and related partici pation agreement.

Amended and Restated Non-Employee Director Compensation Policy.

A dvisor Agreement , between Snowflake Inc.

and Carl Eschenbach , dated April 5 , 2023 .

Cash Incentive Bonus Plan.

S-1 333-248280 10.19 8/24/2020

Common Stock Purchase Agreement by and among Snowflake Inc., salesforce.com, inc., and Salesforce Ventures LLC, dated as of September 5, 2020.

S-1/A 333-248280 10.20 9/8/2020

Common Stock Purchase Agreement by and among Snowflake Inc.

and Berkshire Hathaway Inc., dated as of September 7, 2020.

S-1/A 333-248280 10.21 9/8/2020

List of Subsidiaries of Snowflake Inc.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

I ncentive Compensation Recoupment Policy .

The following financial information from Snowflake Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

4 unchanged sentences

SNOWFLAKE INC.

/s/ Frank Slootman

Frank Slootman

Chief Executive Officer and Chairman

/s/ Sridhar Ramaswamy

Sridhar Ramaswamy

Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial Officer)

Chief Accounting Officer

(Principal Accounting Officer)

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frank Slootman and Michael P.

Scarpelli, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Sridhar Ramaswamy, Michael P.

Scarpelli, Emily Ho, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Frank Slootman Chief Executive Officer and Director

/s/ Sridhar Ramaswamy

Chief Executive Officer and Director

( Principal Executive Officer )

March 26, 2024

Frank Slootman

Sridhar Ramaswamy

/s/ Michael P.

Scarpelli Chief Financial Officer

( Principal Financial and Accounting Officer )

( Principal Financial Officer )

March 26, 2024

/s/ Benoit Dageville Director March 29, 2023

Chief Accounting Officer

(Principal Accounting Officer)

March 26, 2024

/s/ Frank Slootman

Chairman of the Board

March 26, 2024

Frank Slootman

/s/ Benoit Dageville

Director March 26, 2024

Benoit Dageville

1 unchanged sentence

Teresa Briggs

/s/ Stephen B.

Director March 26, 2024

/s/ Jeremy Burton Director March 26, 2024

Jeremy Burton

Eschenbach Director March 29, 2023

Garrett Director March 26, 2024

Kramer Director March 26, 2024

McMahon Director March 29, 2023

Director March 26, 2024

/s/ Michael L.

3 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures