Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Price of Our Class A Common Stock
Our Class A common stock, par value $0.0001 per share, is listed on the New York Stock Exchange, under the symbol “SNOW” and began trading on September 16, 2020. Prior to that date, there was no public trading market for our Class A common stock.
Holders of Record
As of March 15, 2024, there were 138 stockholders of record of our Class A common stock. The actual number of holders of our Class A common stock is greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. 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.
Recent Sales of Unregistered Equity Securities
In connection with our acquisition of the outstanding capital stock of Samooha, Inc. (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). 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. 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. 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.
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
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. 333-248280), which was declared effective by the SEC on September 15, 2020. We incurred offering expenses of approximately $0.3 million. As of January 31, 2024, we had used all the net proceeds. The net proceeds were used for general corporate purposes including cash used in operations and capital expenditures. 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
There were no shares repurchased under our authorized stock repurchase program during the three months ended January 31, 2024.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The graph below shows the cumulative total return to our stockholders between September 16, 2020 (the date that our Class A common stock commenced trading on the New York Stock Exchange) through January 31, 2024 in comparison to the S&P 500 Index and the S&P 500 Information Technology Index. The graph assumes (i) that $100 was invested in each of our Class A common stock, the S&P 500 Index, and the S&P 500 Information Technology Index at their respective closing prices on September 16, 2020 and (ii) reinvestment of gross dividends. The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance.
ITEM 6. [RESERVED]
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