What changed in this filing

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Item 9A. Controls and Procedures

2025-03-21 compared with 2024-03-26 · 80 added, 32 removed, 147 unchanged (43% of the section changed)

19 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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OTHER INFORMATION

Trading Plans

During our last fiscal quarter, our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of the Company’s securities as set forth in the table below.

Trading Arrangement

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

Action Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Class A Common Stock 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)

December 19, 2024 X

March 31, 2026

1 unchanged sentence

Degnan , Chief Revenue Officer

Adopted December 27, 2023 X 398,775

December 20, 2024 X

April 30, 2026

Speiser , Director

December 27, 2024 X

1,217,784 March 31, 2027

* 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:

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

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

1 unchanged sentence

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.

(2) The trading arrangement provides for gifts of up to 34,500 shares of our common stock.

Changes to Compensatory Arrangements

On March 19, 2025, we entered into a letter agreement and a consulting agreement attached as an exhibit thereto with Christopher W.

Degnan (collectively, the Transition and Consulting Agreements), setting forth the terms of Mr.

Degnan’s continued employment with us and his subsequent advisory role following his resignation as our Chief Revenue Officer on March 14, 2025 (Transition Date).

The Transition and Consulting Agreements provide that, among other things:

(i) during the period beginning on the Transition Date and ending on the last day of his employment, which will be no later than December 31, 2025 (Separation Date), Mr.

Degnan will continue to be employed and will continue to receive his salary and remain eligible for participation in our corporate bonus plan and standard benefits, and his outstanding equity awards will continue to vest, (ii) subject to the conditions set forth therein, in the event that the Separation Date occurs before December 31, 2025, Mr.

Degnan will be entitled to certain severance benefits, and (iii) following the Separation Date, Mr.

Degnan will serve as an independent contractor for a six-month term and his outstanding equity awards will continue to vest in accordance with their terms during such period.

The foregoing description of the Transition and Consulting Agreements does not purport to be complete and is qualified in its entirety by reference to the Transition and Consulting Agreements, which are attached hereto as Exhibit 10.20 and are incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.

The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2025 (2025 Proxy Statement).

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 set forth above any future amendments to, or waivers from, our Global Code of Conduct and Ethics that are required to be disclosed under Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver.

EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the 2025 Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the 2025 Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the 2025 Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the 2025 Proxy Statement.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

18 unchanged sentences

10-K 001-39504 4.3 3/30/2022

Indenture, dated as of September 27, 2024, by and between Snowflake Inc.

Bank Trust Company, National Association, as Trustee.

001-39504 4.1

First Supplement al I ndenture, dated as of November 22 , 2024, by and between Snowflake Inc.

Bank Trust Company, National Association, as Trustee .

001-39504 4.5

Form of Global Note, re pre senting Snowflake Inc.

’ s 0 % Convertible Se nior Notes due 2027 (inc luded as Exhibit A to the Indenture filed as Exhibit 4.3).

001-39504 4.2

Indenture, dated as of September 27, 2024, by and between Snowflake Inc.

Bank Trust Company, National Association, as Trustee .

001-39504 4.3

First Supplemental Indenture, dated as of November 22, 2024, by and between Snowflake Inc.

Bank Trust Company, National Association, as Trustee.

001-39504 4.6

Form of Global Note, representing Snowflake Inc.’s 0% Convertible Senior Notes due 202 9 (included as Exhibit A to the Indenture filed as Exhibit 4.

001-39504 4.4

Snowflake Inc.

9 unchanged sentences

Forms of Notice of Stock Option Grant, Global Stock Option Agreement, and Exercise Notice under 2020 Equity Incentive Plan.

Form of Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.

001-39504 10.2

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Form s of Gl obal RSU Award Grant N otice and Glo bal Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.

Snowflake Inc.

3 unchanged sentences

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

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

Amended and Restated Offer Letter by and between Snowflake Inc.

and Sridhar Ramaswamy, dated February 27, 2024 .

2 unchanged sentences

and Frank Slootman, dated August 23, 2023.

Confirmatory Offer Letter by and between Sn owflake Inc.

Confirmatory Offer Letter by and between Snowflake Inc.

and Michael P.

Scarpelli, dated August 23, 2023.

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

Confirmatory Offer Letter by and between Snowflake Inc.

and Christopher W.

Degnan, dated August 23, 2023.

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.

Confirmatory Offer Letter by and between Snowflake Inc.

and Benoit Dageville, dated August 23, 2023.

Confirmatory Offer Letter by and between Snowflake Inc.

and Christian Kleinerman, dated August 23, 2023.

Confirmatory Offer Letter by and between Sn owflake Inc.

and Viv ek Raghunathan, dated Se ptember 26, 2024.

001-39504 10.2

Offer Letter by an d between Snowflake Inc.

and Michael Gannon, dated March 4, 2025.

Severance and Change in Control Plan and related participation agreement.

Amended and Restated Non-Employee Director Compensation Policy.

A dvisor Agreement , between Snowflake Inc.

and Carl Eschenbach , dated April 5 , 2023 .

001-39504 10.1

Consulting Agreement between Snowflake Inc.

and Michael P.

Scarpelli, dated February 25, 2025.

Letter Agreement and Consulting Agreement between Snowflake Inc.

and Christopher W.

Degnan, date d March 19 , 2025.

Cash Incentive Bonus Plan.

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

Form of C onfirmation for Capped Call Tr ansactions.

001-39504 10.1

Insider Trading Po licy

List of Subsidiaries of Snowflake Inc.

7 unchanged sentences

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

I ncentive Compensation Recoupment Policy .

Incentive Compensation Recoupment Policy .

001-39504 97.1

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The following financial information from Snowflake Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

1 unchanged sentence

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

+ Management contract or compensatory plan or arrangement.

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

FORM 10-K SUMMARY

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

10 unchanged sentences

(Principal Accounting Officer)

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POWER OF ATTORNEY

24 unchanged sentences

Teresa Briggs

/s/ Stephen B.

Director March 26, 2024

/s/ Jeremy Burton Director March 21, 2025

8 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