What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-20 compared with 2025-03-21 · 534 added, 421 removed, 1276 unchanged (43% of the section changed)

47 unchanged sentences

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over revenue transactions recognized under capacity arrangements.

These procedures also included, among others, evaluating, on a test basis, revenue recognized under capacity arrangements by obtaining and inspecting invoices, customer order forms, cash receipts from customers, usage confirmations from customers, and usage records.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 2019.

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SNOWFLAKE INC.

25 unchanged sentences

Convertible senior notes, net

2,279,827 2,271,529

Operating lease liabilities, non-current 411,689 377,818

6 unchanged sentences

$ 0.0001 par value per share;

200,000 shares authorized, zero shares issued and outstanding as of each January 31, 2025 and 2024

200,000 shares authorized, zero shares issued and outstanding as of each of January 31, 2026 and 2025

Common stock;

3 unchanged sentences

343,918 and 333,865 shares outstanding as of January 31, 2026 and 2025, respectively;

185,461 Class B shares authorized, zero shares issued and outstanding as of each January 31, 2025 and 2024

zero and 185,461 Class B shares authorized as of January 31, 2026 and 2025, respectively, zero shares issued and outstanding as of each of January 31, 2026 and 2025 (1)

Treasury stock, at cost;

2 unchanged sentences

Additional paid-in capital 11,469,468 10,355,211

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

3,337 ( 2,236 )

6 unchanged sentences

________________

(1) In connection with a business combination completed on December 20, 2023, the Company issued approximately 0.2 million shares of its Class A common stock to one of its wholly-owned subsidiaries, in exchange for a noncontrolling equity interest in the acquired company that was held by the subsidiary prior to this business combination.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

These shares are not reflected in the Company’s consolidated balance sheets.

See Note 7, “Business Combinations,” and Note 12, “Equity,” for further details.

(1) On July 3, 2025, all authorized shares of the Company’s Class B common stock were eliminated and the Company’s Class A common stock was renamed to “common stock,” pursuant to the terms of the Company’s amended and restated certificate of incorporation.

Unless otherwise noted, all references herein to the Company’s common stock refer to the Class A common stock prior to the effectiveness of the certificate.

See Note 12, “Equity,” for further details.

See accompanying notes to consolidated financial statements.

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SNOWFLAKE INC.

18 unchanged sentences

Provision for (benefit from) income taxes 17,125 4,113 ( 11,233 )

4,113 ( 11,233 ) ( 18,467 )

Net loss ( 1,329,035 ) ( 1,289,212 ) ( 837,990 )

net loss attributable to noncontrolling interest ( 3,572 ) ( 1,893 ) ( 821 )

net income (loss) attributable to noncontrolling interest

2,581 ( 3,572 ) ( 1,893 )

Net loss attributable to Snowflake Inc.

1 unchanged sentence

Net loss per share attributable to Snowflake Inc.

Class A common stockholders—basic and diluted

common stockholders—basic and diluted (1)

$ ( 3.95 ) $ ( 3.86 ) $ ( 2.55 )

Weighted-average shares used in computing net loss per share attributable to Snowflake Inc.

Class A common stockholders—basic and diluted

common stockholders—basic and diluted (1)

337,493 332,707 328,001

________________

Unless otherwise noted, all references herein to the Company’s common stock refer to the Class A common stock prior to the effectiveness of the certificate.

See Note 12, “Equity,” and Note 14, “Net Loss per Share,” for further details.

See accompanying notes to consolidated financial statements.

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SNOWFLAKE INC.

4 unchanged sentences

Net loss $ ( 1,329,035 ) $ ( 1,289,212 ) $ ( 837,990 )

Other comprehensive income (loss):

Net change in unrealized gains or losses on available-for-sale debt securities

Other comprehensive income:

Cash flow hedges:

Net change in unrealized gains or losses 10,405 ( 52 ) ( 574 )

Net realized (gains) losses reclassified into net loss

( 9,662 ) 82 ( 134 )

Net change in unrealized gains or losses on available-for-sale debt securities

4,718 5,982 30,760

Total other comprehensive income (loss)

Total other comprehensive income

5,573 5,984 30,052

1 unchanged sentence

( 1,323,462 ) ( 1,283,228 ) ( 807,938 )

comprehensive loss attributable to noncontrolling interest

comprehensive income (loss) attributable to noncontrolling interest

2,581 ( 3,572 ) ( 1,893 )

2 unchanged sentences

See accompanying notes to consolidated financial statements.

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SNOWFLAKE INC.

1 unchanged sentence

(in thousands, except per share data)

Class A Common Stock (1)

Common Stock (1)(2)

Treasury Stock (2)

1 unchanged sentence

Comprehensive

Income (Loss)

Deficit Total Snowflake Inc.

7 unchanged sentences

Issuance of common stock in connection with a business combination (2)

896 — — — 174,284 — — 174,284 — 174,284

Issuance of common stock in connection with a business combination subject to future vesting 385 — — — — — — — — —

2 unchanged sentences

Shares withheld related to net share settlement of equity awards ( 2,296 ) — — — ( 387,596 ) — — ( 387,596 ) — ( 387,596 )

Repurchases of common stock as treasury stock — — ( 500 ) ( 68,299 ) — — — ( 68,299 ) — ( 68,299 )

Repurchases and retirement of common stock, including transaction costs and excise tax, if any

( 3,512 ) — — — — — ( 523,433 ) ( 523,433 ) — ( 523,433 )

Reissuance of treasury stock upon settlement of equity awards — — 8 1,159 ( 1,132 ) — — 27 — 27

Stock-based compensation — — — — 1,216,374 — — 1,216,374 — 1,216,374

Capital contributions from noncontrolling interest holders — — — — — — — — 13,000 13,000

Other comprehensive loss — — — — — ( 21,986 ) — ( 21,986 ) — ( 21,986 )

Other comprehensive income — — — — — 30,052 — 30,052 — 30,052

Net loss — — — — — — ( 836,097 ) ( 836,097 ) ( 1,893 ) ( 837,990 )

3 unchanged sentences

Issuance of common stock under employee stock purchase plan 660 — — — 77,053 — — 77,053 — 77,053

Issuance of common stock in connection with a business combination (1)

Issuance of common stock in connection with business combinations 513 — — — 87,706 — — 87,706 — 87,706

Issuance of common stock in connection with business combinations subject to future vesting 445 — — — — — — — — —

Cancellation of common stock issued in connection with business combinations (2)

( 76 ) — — — ( 67 ) — — ( 67 ) — ( 67 )

Issuance of common stock in connection with a business combination subject to future vesting 385 — — — — — — — — —

Vesting of early exercised stock options — — — — 163 — — 163 — 163

Vesting of restricted stock units 9,859 2 — — ( 2 ) — — — — —

Shares withheld related to net share settlement of equity awards ( 3,381 ) — — — ( 489,555 ) — — ( 489,555 ) — ( 489,555 )

Repurchases of common stock as treasury stock — — ( 500 ) ( 68,299 ) — — — ( 68,299 ) — ( 68,299 )

Repurchases and retirement of common stock, including transaction costs ( 3,512 ) — — — — — ( 523,433 ) ( 523,433 ) — ( 523,433 )

Repurchases and retirement of common stock, including transaction costs and excise tax, if any

( 14,765 ) ( 2 ) — — — — ( 1,932,331 ) ( 1,932,333 ) — ( 1,932,333 )

Reissuance of treasury stock upon settlement of equity awards — — 56 7,635 ( 7,493 ) — — 142 — 142

Purchases of capped calls related to convertible senior notes — — — — ( 195,500 ) — — ( 195,500 ) — ( 195,500 )

Stock-based compensation — — — — 1,507,134 — — 1,507,134 — 1,507,134

5 unchanged sentences

Issuance of common stock under employee stock purchase plan 817 — — — 88,123 — — 88,123 — 88,123

Issuance of common stock in connection with business combinations 513 — — — 87,706 — — 87,706 — 87,706

Issuance of common stock in connection with business combinations subject to future vesting 445 — — — — — — — — —

Cancellation of common stock issued in connection with business combinations (1)

( 76 ) — — — ( 67 ) — — ( 67 ) — ( 67 )

Issuance of common stock in connection with a business combination 53 — — — 13,074 — — 13,074 — 13,074

Issuance of common stock in connection with a business combination subject to future vesting 29 — — — — — — — — —

Vesting of restricted stock units 9,453 — — — — — — — — —

Shares withheld related to net share settlement of equity awards ( 3,291 ) — — — ( 672,261 ) — — ( 672,261 ) — ( 672,261 )

Repurchases and retirement of common stock, including transaction costs

Repurchases and retirement of common stock, including transaction costs and excise tax, if any

( 4,925 ) — — — — — ( 873,537 ) ( 873,537 ) — ( 873,537 )

Reissuance of treasury stock upon settlement of equity awards — — 37 5,017 ( 5,017 ) — — — — —

Purchases of capped calls related to convertible senior notes — — — — ( 195,500 ) — — ( 195,500 ) — ( 195,500 )

Stock-based compensation — — — — 1,610,672 — — 1,610,672 — 1,610,672

Distributions to noncontrolling interest holders and other adjustments

— — — — ( 4,479 ) — 4,479 — ( 9,295 ) ( 9,295 )

Other comprehensive income

Net loss — — — — — — ( 1,285,640 ) ( 1,285,640 ) ( 3,572 ) ( 1,289,212 )

— — — — — 5,573 — 5,573 — 5,573

Net income (loss)

— — — — — — ( 1,331,616 ) ( 1,331,616 ) 2,581 ( 1,329,035 )

BALANCE—January 31, 2026

1 unchanged sentence

________________

(1) On July 3, 2025, all authorized shares of the Company’s Class B common stock were eliminated and the Company’s Class A common stock was renamed to “common stock”, pursuant to the terms of the Company’s amended and restated certificate of incorporation.

Unless otherwise noted, all references herein to the Company’s common stock refer to the Class A common stock prior to the effectiveness of the certificate.

See Note 12, “Equity,” for further details.

(2) In connection with a business combination completed on December 20, 2023, the Company issued approximately 0.2 million shares of its common stock to one of its wholly-owned subsidiaries, in exchange for a noncontrolling equity interest in the acquired company that was held by the subsidiary prior to this business combination.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

These shares are not reflected in the Company’s consolidated statements of stockholders’ equity.

These shares are not reflected in the table above.

See Note 7, “Business Combinations,” and Note 12, “Equity,” for further details.

See accompanying notes to consolidated financial statements.

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SNOWFLAKE INC.

4 unchanged sentences

Cash flows from operating activities:

Net loss $ ( 1,289,212 ) $ ( 837,990 ) $ ( 797,526 )

( 1,329,035 )

( 1,289,212 )

Adjustments to reconcile net loss to net cash provided by operating activities:

3 unchanged sentences

Stock-based compensation, net of amounts capitalized 1,599,547

Net amortization (accretion) of premiums (discounts) on investments

( 43,434 ) ( 61,525 ) 3,497

Net accretion of discounts on investments

Net realized and unrealized losses (gains) on strategic investments in equity securities 59,895

31,420 ( 46,809 ) 46,435

Amortization of debt issuance costs

Asset impairment related to office facility exit

Deferred income tax ( 2,337 )

Non-cash restructuring charges (recoveries), net

Other ( 1,250 )

8 unchanged sentences

Net cash provided by operating activities

959,764 848,122 545,639

Cash flows from investing activities:

Purchases of property and equipment ( 101,628 )

Capitalized internal-use software development costs ( 29,433 ) ( 34,133 ) ( 24,012 )

Capitalized software development costs

Cash paid for business combinations, net of cash, cash equivalents, and restricted cash acquired

( 30,305 ) ( 275,706 ) ( 362,609 )

Purchases of intangible assets ( 3,101 )

Purchases of investments ( 2,040,420 )

( 2,569,243 )

( 2,476,206 )

Sales of investments 21,203 64,573 11,266

1 unchanged sentence

Settlement of cash flow hedges

Net cash provided by (used in) investing activities

190,646 832,258 ( 597,885 )

Net cash provided by investing activities

Cash flows from financing activities:

3 unchanged sentences

Repurchases of common stock ( 873,537 ) ( 1,932,333 ) ( 591,732 )

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Distributions to noncontrolling interest holders

( 9,295 ) — —

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Fiscal Year Ended January 31,

8 unchanged sentences

— ( 195,500 ) —

Capital contributions from noncontrolling interest holders — — 13,000

Net cash used in financing activities

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 16,832

Net increase (decrease) in cash, cash equivalents, and restricted cash 917,701 824,246 ( 145,803 )

Net increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash—beginning of period 2,698,678

Cash, cash equivalents, and restricted cash—end of period $

Supplemental disclosures of cash flow information:

Cash paid for income taxes $ 15,675 $ 12,452 $ 6,550

Supplemental disclosures of non-cash investing and financing activities

Property and equipment included in accounts payable and accrued expenses $

Stock-based compensation included in capitalized internal-use software development costs

$ 38,493 $ 48,181 $ 28,467

Stock-based compensation included in capitalized software development costs

Issuance of common stock in connection with business combinations

$ 87,706 $ 174,284 $ 438,916

Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other current liabilities $ 7,273 $ 6,850 $ 53

Reconciliation of cash, cash equivalents, and restricted cash:

3 unchanged sentences

See accompanying notes to consolidated financial statements.

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Tabl e of Contents

SNOWFLAKE INC.

3 unchanged sentences

(Snowflake or the Company) provides a cloud-based data platform, which enables customers to consolidate data into a single source of truth to drive meaningful insights, apply artificial intelligence (AI) to solve business problems, build data applications, and share data and data products.

The Company provides its platform through a customer-centric, consumption-based business model, only charging customers for the resources they use.

The Company provides its platform through a customer-centric, consumption-based business model.

Through its platform, the Company delivers the AI Data Cloud, a network where Snowflake customers, partners, developers, data providers, and data consumers can break down data silos and derive value from a growing number of data sets in secure, governed, and compliant ways.

12 unchanged sentences

The Company has a single operating and reportable segment.

The Company’s chief operating decision maker (CODM) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis, including, but not limited to, the Company’s consolidated net loss, for purposes of making operating decisions, assessing financial performance, and allocating resources.

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The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis, including, but not limited to, the Company’s consolidated net loss, for purposes of making operating decisions, assessing financial performance, and allocating resources.

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The following table presents selected financial information with respect to the Company’s single operating segment (in thousands):

16 unchanged sentences

Other (income) expense, net 59,003 35,339 ( 44,887 )

35,339 ( 44,887 ) 47,565

Provision for (benefit from) income taxes 17,125 4,113 ( 11,233 )

1 unchanged sentence

________________

(1) For the fiscal years ended January 31, 2025, 2024, and 2023, respectively, approximately 65 %, 67 %, and 71 % of cost of product revenue represented third-party cloud infrastructure expenses incurred in connection with the customers’ use of the Snowflake platform and the deployment and maintenance of the platform on public clouds, including different regional deployments.

(2) For the fiscal years ended January 31, 2025, 2024, and 2023, respectively, approximately 37 %, 38 %, and 38 % of the Company’s total cost of revenue and operating expenses were comprised of personnel-related expenses, excluding stock-based compensation and associated payroll taxes.

These expenses consist primarily of salaries, benefits, bonuses, sales commissions and draws paid to the Company’s sales force and certain referral fees paid to third parties, including amortization of deferred commissions, and associated payroll taxes.

(1) Third-party cloud infrastructure expenses incurred in connection with customers’ use of the Snowflake platform and the deployment and maintenance of the platform on public clouds, including different regional deployments, represented approximately 71 %, 65 %, and 67 % for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

(2) Personnel-related expenses, excluding stock-based compensation and associated payroll taxes, represented approximately 37 %, 37 %, and 38 % of the Company’s total cost of revenue and operating expenses for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

These expenses consist primarily of salaries, benefits, bonuses, and sales commissions and draws paid to the Company’s sales force, including amortization of deferred commissions, and associated payroll taxes.

They also include salaries, benefits, and bonuses allocated as part of overhead costs.

12 unchanged sentences

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates include, but are not limited to, stand-alone selling prices (SSP) for each distinct performance obligation, internal-use software development costs, the expected period of benefit for deferred commissions, the fair value of intangible assets acquired in business combinations, the useful lives of long-lived assets, the carrying value of operating lease right-of-use assets, stock-based compensation, accounting for income taxes, and the fair value of investments in marketable and non-marketable securities.

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Such estimates include, but are not limited to, stand-alone selling prices (SSP) for each distinct performance obligation, software development costs, the expected period of benefit for deferred commissions, the fair value of intangible assets acquired in business combinations, the useful lives of long-lived assets, the carrying value of operating lease right-of-use assets, stock-based compensation, accounting for income taxes, and the fair value of investments in marketable and non-marketable securities.

The Company bases its estimates on historical experience and also on assumptions that management considers reasonable.

1 unchanged sentence

however, actual results could differ from these estimates.

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Concentration of Credit Risk

22 unchanged sentences

Revenue from on-demand arrangements typically relates to customers with lower usage levels or overage consumption beyond a customer’s contracted usage amount under a capacity contract or following the expiration of a customer’s capacity contract.

Revenue from on-demand arrangements represented approximately 2 %, 3 %, and 2 % of the Company’s revenue for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

The Company recognizes revenue as customers consume compute, storage, and data transfer resources under either of these arrangements.

In limited instances, customers pay an annual deployment fee to gain access to a dedicated instance of a virtual private deployment.

Deployment fees are recognized ratably over the contract term.

Revenue from on-demand arrangements represented approximately 1 %, 2 %, and 3 % of the Company’s revenue for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

Customers do not have the contractual right to take possession of the Company’s platform.

3 unchanged sentences

In many cases, customer contracts permit customers to roll over any unused capacity to a subsequent order, generally on the purchase of additional capacity.

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Customer contracts are generally non-cancelable during the contract term, although customers can terminate for breach if the Company materially fails to perform.

For those customers who do not have a capacity arrangement, the Company’s on-demand arrangements generally have a monthly stated contract term and can be terminated at any time by either the customer or the Company.

Tabl e of Contents

For compute resources, consumption is based on the type of compute resource used and the duration of use or, for some features, the volume of data processed.

14 unchanged sentences

Consequently, the Company treats the consumption of its platform for compute, storage, and data transfer resources as separate and distinct performance obligations.

The Company treats its virtual private deployments for customers, professional services, technical solution services, and training each as a separate and distinct performance obligation.

The Company treats its professional services, technical solution services, and training each as a separate and distinct performance obligation.

Some customers have negotiated an option to purchase additional capacity at a stated discount.

7 unchanged sentences

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes).

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4) Allocate the transaction price to performance obligations in the contract.

5 unchanged sentences

If an SSP is not observable through past transactions, the Company estimates it using available information including, but not limited to, market data and other observable inputs.

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5) Recognize revenue when or as the Company satisfies a performance obligation.

2 unchanged sentences

The Company determined an output method for capacity arrangements to be the most appropriate measure of progress because it most faithfully represents when the value of the services is simultaneously received and consumed by the customer, and control is transferred.

Virtual private deployment fees are recognized ratably over the term of the deployment as the deployment service represents a stand-ready performance obligation provided throughout the deployment term.

Allocation of Overhead Costs

3 unchanged sentences

Cost of revenue consists primarily of (i) third-party cloud infrastructure expenses incurred in connection with the customers’ use of the Snowflake platform and the deployment and maintenance of the platform on public clouds, including different regional deployments, and (ii) personnel-related costs associated with the Company’s customer support team, engineering team that is responsible for maintaining the Company's service availability and security of its platform, and professional services and training departments, including salaries, benefits, bonuses, and stock-based compensation.

Cost of revenue also includes amortization of capitalized internal-use software development costs, amortization of acquired intangible assets, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s customer support team and engineering team responsible for maintaining the Company's service, and allocated overhead.

Cost of revenue also includes amortization of capitalized software development costs, amortization of acquired intangible assets, costs of contracted third-party partners for professional services, expenses associated with software and subscription services dedicated for use by the Company’s customer support team and engineering team responsible for maintaining the Company's service, and allocated overhead.

Research and Development Costs

Research and development costs are expensed as incurred, unless they qualify as capitalized internal-use software development costs.

Research and development costs are expensed as incurred, unless they qualify as capitalized software development costs.

Research and development expenses consist primarily of personnel-related expenses associated with the Company’s research and development staff, including salaries, benefits, bonuses, and stock-based compensation.

3 unchanged sentences

These costs were $ 121.5 million, $ 104.5 million, and $ 85.3 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

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The Company is subject to income taxes in the United States and numerous foreign jurisdictions.

4 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

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A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

4 unchanged sentences

The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority.

The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense.

Accrued interest and penalties related to unrecognized tax benefits are recorded as other liabilities on the consolidated balance sheets with changes in such amounts recorded in provision for (benefit from) income taxes on the consolidated statements of operations.

The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

9 unchanged sentences

For equity-classified awards with both service-based and performance-based vesting conditions, the stock-based compensation is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved.

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Certain RSUs with both service-based and performance-based vesting conditions are liability-classified, as the monetary value of the obligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of the Company’s common stock.

4 unchanged sentences

Forfeitures are accounted for in the period in which they occur.

During the fiscal year ended January 31, 2023, the Company began funding withholding taxes due upon the vesting of employee RSUs in certain jurisdictions by net share settlement, rather than its previous approach of selling shares of the Company’s common stock.

The Company funds withholding taxes due upon the vesting of employee RSUs in certain jurisdictions by net share settlement.

The amount of withholding taxes related to net share settlement of employee RSUs is reflected as (i) a reduction to additional paid-in-capital, and (ii) cash outflows for financing activities when the payments are made.

The shares withheld by the Company as a result of the net share settlement of RSUs are not considered issued and outstanding, and do not impact the calculation of basic net income (loss) per share attributable to Snowflake Inc.

Class A common stockholders.

common stockholders.

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Net Loss Per Share Attributable to Snowflake Inc.

Class A Common Stockholders

Common Stockholders

Basic and diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders is computed in conformity with the two-class method required for participating securities.

common stockholders is computed in conformity with the two-class method required for participating securities.

The Company considers unvested common stock to be participating securities, as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is declared on common stock.

Basic net loss per share attributable to Snowflake Inc.

Class A common stockholders is computed by dividing net loss attributable to Snowflake Inc.

Class A common stockholders by the weighted-average number of shares of Snowflake Inc.

Class A common stock outstanding during the period, which excludes treasury stock.

common stockholders is computed by dividing net loss attributable to Snowflake Inc.

common stockholders by the weighted-average number of shares of Snowflake Inc.

common stock outstanding during the period, which excludes treasury stock.

Diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc.

Class A common stock equivalents to the extent they are dilutive.

For purposes of this calculation, stock options, RSUs, restricted common stock, ESPP Rights, early exercised stock options, and shares underlying the conversion option in the convertible senior notes are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders as their effect is anti-dilutive for all periods presented.

common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc.

common stock equivalents to the extent they are dilutive.

For purposes of this calculation, RSUs, stock options, restricted common stock, ESPP Rights, and shares underlying the conversion option in the convertible senior notes are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

common stockholders as their effect is anti-dilutive for all periods presented.

Cash and Cash Equivalents

3 unchanged sentences

Restricted cash is classified within prepaid expenses and other current assets or other assets on the consolidated balance sheets, typically based on the remaining term of the restriction.

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The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale and are recorded at estimated fair value.

9 unchanged sentences

Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations.

Tabl e of Contents

Strategic Investments

The Company’s strategic investments consist of non-marketable equity and debt securities in privately-held companies and marketable equity securities in publicly-traded companies, in which the Company does not have a controlling interest or significant influence.

The Company’s strategic investments consist primarily of non-marketable equity securities in privately-held companies, in which the Company does not have a controlling interest or significant influence.

Strategic investments are included in other assets on the consolidated balance sheets.

4 unchanged sentences

In determining the estimated fair value of these investments, the Company uses the most recent data available to the Company.

Marketable equity securities are measured at fair value with changes in fair value recorded in other income (expense), net in the consolidated statements of operations.

Non-marketable debt securities are classified as available-for-sale and are recorded at their estimated fair value with changes in fair value recorded through accumulated other comprehensive income (loss).

Strategic investments are subject to periodic impairment analysis, which would involve an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash.

If the investment is considered impaired, the Company recognizes an impairment through other income (expense), net in the consolidated statements of operations and establishes a new carrying value for the investment.

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Fair Value of Financial Instruments

8 unchanged sentences

Cash flows at settlement of such foreign currency forward contracts are classified as operating activities in the consolidated statement of cash flows.

Cash Flow Hedge— The Company also utilizes foreign currency forward contracts to manage the volatility in cash flows associated with (i) certain forecasted capital expenditures and (ii) a portion of its forecasted operating expenses denominated in certain currencies other than the U.S.

Tabl e of Contents

Cash Flow Hedge— The Company also utilizes foreign currency forward contracts to manage the volatility in cash flows associated with (i) a portion of its forecasted operating expenses denominated in certain currencies other than the U.S.

dollar, and (ii) certain forecasted capital expenditures.

These foreign currency forward contracts have a maturity of twelve months or less and are designated and qualify as cash flow hedges, and, in general, closely match the underlying hedged forecasted transactions in duration.

3 unchanged sentences

Cash flows from such foreign currency forward contracts are classified in the same category on the Company’s consolidated statements of cash flows as the cash flows from the underlying hedged forecasted transactions.

These derivative financial instruments did not have a material impact on the Company’s consolidated financial statements for all periods presented.

Accounts Receivable, Net

4 unchanged sentences

Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified.

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Capitalized Internal-Use Software Development Costs

The Company capitalizes qualifying internal-use software development costs, primarily related to its cloud platform.

Software Development Costs

The Company capitalizes qualifying internal-use software development costs, which have historically related primarily to its cloud platform, under Accounting Standards Codification (ASC) Topic 350-40, Internal-use Software (ASC 350-40).

The costs consist of personnel costs (including related benefits and stock-based compensation) that are incurred during the application development stage.

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Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred.

Capitalized costs are included in property and equipment, net on the consolidated balance sheets.

Capitalized internal-use software development costs are included in property and equipment, net on the consolidated balance sheets.

These costs are amortized over the estimated useful life of the software, which is three years , on a straight-line basis.

Cost and accumulated amortization of fully amortized capitalized internal-use software development costs are removed from the Company’s consolidated balance sheets when the related software is no longer in use.

The amortization of capitalized costs related to the Company’s platform applications is primarily included in cost of revenue in the consolidated statements of operations.

The amortization of capitalized internal-use software development costs related to the Company’s platform applications is primarily included in cost of revenue in the consolidated statements of operations.

During the fiscal year ended January 31, 2026, the Company began marketing the Snowflake platform to selected public sector customers who will have contractual rights to take possession of the Company’s software and who will contract with third parties to host the Company’s software.

As a result, the Company’s ongoing and future software development costs related to the Snowflake platform must be accounted for under ASC 985-20, Costs of Software to be Sold, Leased or Marketed (ASC 985-20).

All costs to establish technological feasibility are expensed as they are incurred.

Technological feasibility is established when the working model is complete, which typically occurs at or shortly before the general release of the software products.

Costs incurred subsequent to establishing technological feasibility are capitalized until the software product is available for general release to customers, at which point they are amortized on a product-by-product basis.

Software development costs capitalized under ASC 985-20 are included in property and equipment, net on the consolidated balance sheets.

Costs that meet the criteria for capitalization under ASC 985-20 were not material for the fiscal year ended January 31, 2026.

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Software development costs capitalized prior to fiscal 2026 in connection with the Snowflake platform will be amortized over their remaining useful life and recognized as cost of revenue.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation and amortization.

Depreciation is computed using the straight-line method over the estimated useful life of the related asset, ranging from generally three to seven years .

Depreciation is computed using the straight-line method over the estimated useful life of the related asset, generally ranging from three to seven years .

Leasehold improvements are amortized over the shorter of estimated useful life or the remaining lease term.

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The Company did not have any material finance leases for all periods presented.

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Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make payments arising from the lease.

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Lease cost for short-term leases is recognized on a straight-line basis over the lease term.

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In addition, the Company subleases certain of its unoccupied facilities to third parties.

The assessment of impairment of the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is performed upon triggering events, including but not limited to the execution of a sublease agreement.

The Company recognizes sublease income on a straight-line basis over the sublease term.

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Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets

The Company’s long-lived assets with finite lives consist primarily of property and equipment, capitalized internal-use software development software costs, operating lease right-of-use assets and acquired intangible assets.

The Company’s long-lived assets with finite lives consist primarily of property and equipment, capitalized internal-use software development costs, operating lease right-of-use assets and acquired intangible assets.

Long-lived assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

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The Company did not recognize any impairment of goodwill for all periods presented.

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Convertible Senior Notes

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See Note 10, “Convertible Senior Notes,” for further details.

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Deferred Revenue

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Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

This guidance also requires disclosures of the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The Company adopted this guidance for its fiscal year ended January 31, 2025 on a retrospective basis.

While the adoption had no impact on the Company’s consolidated financial statements, it resulted in additional disclosures in the accompanying notes.

See further details under the heading “Segment Information” in this Note 2, “Basis of Presentation and Summary of Significant Accounting Policies.”

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Early adoption and retrospective application are permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its disclosures.

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In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disclosure, on an annual and interim basis, of specified information about certain costs and expenses in the notes to financial statements.

The Company adopted this guidance in its consolidated financial statements for the fiscal year ended January 31, 2026 on a prospective basis.

While the adoption had no impact on the Company’s consolidated financial statements, it resulted in additional disclosures in the accompanying notes.

See Note 13, “Income Taxes,” for further details.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires disclosure, on an annual and interim basis, of specified information about certain costs and expenses in the notes to financial statements.

This guidance is effective for the Company for its fiscal year beginning February 1, 2027 and interim periods within its fiscal year beginning February 1, 2028 on either a prospective or retrospective basis.

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The Company is currently evaluating the impact of the adoption of this guidance on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2026 on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which simplifies the capitalization guidance related to internal-use software by removing all references to software development projects stages so that the guidance is neutral to different software development methods.

This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2028 on either a prospective, retrospective or modified transition approach.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.

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In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which provides guidance on the recognition, measurement, presentation of government grants.

This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2029 on either a modified prospective, modified retrospective or full retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies interim reporting requirements and the applicability of Topic 270.

This guidance is effective for the Company for all interim periods beginning February 1, 2028 on either a prospective or retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements.

Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations

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Accounts Receivable, Net

As of January 31, 2025 and 2024, allowance for credit losses of $ 4.8 million and $ 2.5 million, respectively, was included in the Company’s accounts receivable, net balance.

The Company’s allowance for credit losses was not material as of each of January 31, 2026 and 2025.

Significant Customers

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Additionally, there were no customers that represented 10% or more of the Company’s revenue for each of the fiscal years ended January 31, 2026, 2025, and 2024.

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Deferred Revenue

The Company recognized $ 1.8 billion, $ 1.4 billion, and $ 974.3 million of revenue for the fiscal years ended January 31, 2025, 2024, and 2023, respectively, from the deferred revenue balances as of January 31, 2024, 2023, and 2022, respectively.

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The Company recognized $ 2.2 billion, $ 1.8 billion, and $ 1.4 billion of revenue for the fiscal years ended January 31, 2026, 2025, and 2024, respectively, from the deferred revenue balances as of January 31, 2025, 2024, and 2023, respectively.

Remaining Performance Obligations

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dollars each period based on the applicable period-end exchange rates.

As of January 31, 2025, the Company’s RPO was $ 6.9 billion, of which the Company expects approximately 48 % to be recognized as revenue in the twelve months ending January 31, 2026 based on historical customer consumption patterns.

As of January 31, 2026, the Company’s RPO was approximately $ 9.8 billion, of which the Company expects approximately 46 % to be recognized as revenue in the 12 months ending January 31, 2027 based on historical customer consumption patterns.

However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion and can extend beyond the original contract term in cases where customers are permitted to roll over unused capacity to future periods, generally on the purchase of additional capacity at renewal.

Cash Equivalents, Investments, and Strategic Investments

Cash Equivalents and Investments

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Money market funds $ 1,752,777 $ — $ — $ 1,752,777

government securities 388,578 92 — 388,670

Time deposits 108,727 — — 108,727

Corporate notes and bonds 4,466 — — 4,466

government securities 94,523 9 — 94,532

Commercial paper 40,384 2 ( 7 ) 40,379

Certificates of deposit 2,808 — — 2,808

Corporate notes and bonds 75 — — 75

Total cash equivalents 1,999,294 11 ( 7 ) 1,999,298

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government and agency securities 484,453 961 ( 14 ) 485,400

Commercial paper 307,752 142 ( 38 ) 307,856

Certificates of deposit 65,643 46 — 65,689

Commercial paper 18,605 6 — 18,611

Total investments 1,951,075 5,486 ( 25 ) 1,956,536

Total cash equivalents and investments $ 3,950,369 $ 5,497 $ ( 32 ) $ 3,955,834

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January 31, 2025

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Cash equivalents:

government securities $ 742,235 $ 1 $ ( 2 ) $ 742,234

Money market funds $ 1,741,089 $ — $ — $ 1,741,089

government securities 388,578 92 — 388,670

Time deposits 113,851 — — 113,851

Corporate notes and bonds 4,466 — — 4,466

Commercial paper 3,064 — — 3,064

Total cash equivalents

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Total $ 1,956,536

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The following tables show the fair values of, and the gross unrealized losses on, the Company’s available-for-sale marketable debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position and aggregated by investment type, on the consolidated balance sheet as of January 31, 2024 (in thousands):

January 31, 2024

Less than 12 Months 12 Months or Greater Total

Fair Value Gross

Losses Fair Value Gross

Cash equivalents:

government securities $ 338,893 $ ( 2 ) $ — $ — $ 338,893 $ ( 2 )

Total cash equivalents 338,893 ( 2 ) — — 338,893 ( 2 )

Corporate notes and bonds 625,766 ( 1,259 ) 321,952 ( 2,135 ) 947,718 ( 3,394 )

government and agency securities 525,408 ( 1,323 ) 191,863 ( 3,330 ) 717,271 ( 4,653 )

Commercial paper 172,422 ( 131 ) — — 172,422 ( 131 )

Certificates of deposit 71,813 ( 15 ) — — 71,813 ( 15 )

Total investments 1,395,409 ( 2,728 ) 513,815 ( 5,465 ) 1,909,224 ( 8,193 )

Total cash equivalents and investments $ 1,734,302 $ ( 2,730 ) $ 513,815 $ ( 5,465 ) $ 2,248,117 $ ( 8,195 )

Gross unrealized losses on the Company’s available-for-sale marketable debt securities were not material as of January 31, 2025.

Gross unrealized losses on the Company’s available-for-sale marketable debt securities were not material as of each of January 31, 2026 and 2025.

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis.

The decline in fair values of these securities due to credit related factors was not material as of January 31, 2025 and 2024.

See Note 5, “Fair Value Measurements,” for information regarding the Company’s strategic investments.

The decline in fair values of these securities due to credit related factors was not material as of each of January 31, 2026 and 2025.

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Strategic Investments

The Company’s strategic investments consist primarily of non-marketable equity securities recorded at cost minus impairment, if any, and adjusted for observable transactions for the same or similar investments of the same issuer (referred to as the Measurement Alternative).

The following table presents the Company’s strategic investments by type (in thousands):

January 31, 2026 January 31, 2025

Equity securities:

Non-marketable equity securities under Measurement Alternative $ 359,114 $ 281,158

Non-marketable equity securities under equity method 5,241 5,491

Marketable equity securities 6,264 13,833

Debt securities:

Non-marketable debt securities 10,000 750

Total strategic investments—included in other assets $ 380,619 $ 301,232

The following table summarizes the gains and losses associated with the Company’s strategic investments in equity securities (in thousands):

Fiscal Year Ended January 31,

2026 2025 2024

Unrealized losses on non-marketable equity securities under Measurement Alternative:

Impairments $ ( 53,852 ) $ ( 11,578 ) $ ( 3,101 )

Net unrealized gains (losses) on marketable equity securities

( 7,569 ) ( 2,428 ) 15,197

Net unrealized gains (losses) on strategic investments in equity securities

( 61,421 ) ( 14,006 ) 12,096

Net realized gains (losses) on strategic investments in equity securities (1)

1,526 ( 17,414 ) 34,713

Total—included in other income (expense), net

$ ( 59,895 ) $ ( 31,420 ) $ 46,809

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(1) The net realized gains on strategic investments in equity securities for the fiscal year ended January 31, 2024 include primarily a remeasurement gain of $ 34.0 million recognized on a previously held equity interest as a result of a business combination completed during fiscal 2024.

See Note 7, “Business Combinations,” for further details.

For strategic investments in equity securities sold, the realized gains or losses represent the difference between the sale proceeds and the carrying value of the securities at the beginning of the period or the purchase date, if later .

No upward adjustments were recognized for each of the fiscal years ended January 31, 2026, 2025, and 2024.

The cumulative upward adjustments and the cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative held by the Company as of January 31, 2026 were $ 18.3 million and $ 82.8 million, respectively.

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Fair Value Measurements

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Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of January 31, 2026 (in thousands):

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Money market funds $ 1,752,777 $ — $ — $ 1,752,777

government securities — 388,670 388,670

Time deposits — 108,727 — 108,727

Corporate notes and bonds — 4,466 4,466

government securities — 94,532 — 94,532

Commercial paper — 40,379 — 40,379

Certificates of deposit — 2,808 — 2,808

Corporate notes and bonds — 75 — 75

Short-term investments:

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government and agency securities — 256,351 — 256,351

Commercial paper — 307,856 307,856

Certificates of deposit — 65,689 — 65,689

Commercial paper — 18,611 — 18,611

Long-term investments:

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government and agency securities — 229,049 — 229,049

Certificates of deposit — 2,042 2,042

Derivative assets:

Strategic investments—included in other assets:

Marketable equity securities 6,264 — — 6,264

Non-marketable debt securities — — 10,000 10,000

Derivative assets—included in prepaid expenses and other current assets:

Foreign currency forward contracts — 1,779 — 1,779

Total assets $ 1,759,041 $ 2,204,836 $ 10,000 $ 3,973,877

Derivative liabilities:

Derivative liabilities—included in accrued expenses and other current liabilities:

Foreign currency forward contracts $ — $ ( 2,141 ) $ — $ ( 2,141 )

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$ — $ ( 2,141 ) $ — $ ( 2,141 )

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The following table presents the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis as of January 31, 2025 (in thousands):

Cash equivalents:

government securities $ — $ 742,234 $ 742,234

Money market funds $ 1,741,089 $ — $ — $ 1,741,089

government securities — 388,670 — 388,670

Time deposits — 113,851 — 113,851

Corporate notes and bonds — 4,466 — 4,466

Commercial paper — 3,064 — 3,064

Short-term investments:

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Certificates of deposit — 2,042 — 2,042

Derivative assets:

Strategic investments—included in other assets:

Marketable equity securities 13,833 — — 13,833

Non-marketable debt securities — — 750 750

Derivative assets—included in prepaid expenses and other current assets:

Foreign currency forward contracts — 1,579 — 1,579

Total assets $ 1,754,922 $ 3,176,979 $ 750 $ 4,932,651

Derivative liabilities:

Derivative liabilities—included in accrued expenses and other current liabilities:

Foreign currency forward contracts $ — $ ( 1,639 ) $ — $ ( 1,639 )

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Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

See Note 10, “Convertible Senior Notes for the fair value measurement of the Company’s convertible senior notes, which is not included in the tables above.

Strategic Investments

The tables above do not include the Company’s strategic investments, which consist primarily of non-marketable equity securities accounted for using the Measurement Alternative and marketable equity securities.

The Company’s non-marketable equity securities accounted for using the Measurement Alternative are recorded at fair value on a non-recurring basis and classified within Level 3 of the fair value hierarchy because significant unobservable inputs or data in an inactive market are used in estimating their fair value.

The estimation of fair value for these assets requires the use of an observable transaction price or other unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds.

The Company’s marketable equity securities are recorded at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy because they are valued using the quoted market price.

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The following table presents the Company’s strategic investments by type (in thousands):

The Company’s derivative financial instruments, consisting of foreign currency forward contracts, are carried at fair value on the consolidated balance sheets.

The following table summarizes the notional amounts of the Company’s outstanding derivative financial instruments (in thousands):

January 31, 2026 January 31, 2025

Equity securities:

Non-marketable equity securities under Measurement Alternative $ 281,158 $ 190,238

Non-marketable equity securities under equity method 5,491 5,307

Marketable equity securities 13,833 37,320

Debt securities:

Non-marketable debt securities 750 1,500

Total strategic investments—included in other assets $ 301,232 $ 234,365

The following table summarizes the gains and losses associated with the Company’s strategic investments in equity securities (in thousands):

Fiscal Year Ended January 31,

2025 2024 2023

Unrealized gains (losses) on non-marketable equity securities under Measurement Alternative:

Impairments $ ( 11,578 ) $ ( 3,101 ) $ ( 38,036 )

Upward adjustments — — 4,125

Net unrealized gains (losses) on marketable equity securities

( 2,428 ) 15,197 ( 12,524 )

Net unrealized gains (losses) on strategic investments in equity securities

( 14,006 ) 12,096 ( 46,435 )

Net realized gains (losses) on strategic investments in equity securities (1)

Foreign currency forward contracts not designated as hedging instruments

$ 228,997 $ 222,027

Total—included in other income (expense), net $ ( 31,420 ) $ 46,809 $ ( 46,435 )

Foreign currency forward contracts designated as cash flow hedges

Total derivative financial instruments

$ 315,989 $ 222,027

See Note 7, “Business Combinations,” for further details.

The cumulative upward adjustments and the cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative held by the Company as of January 31, 2025 were $ 18.3 million and $ 33.9 million, respectively.

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These derivative financial instruments did not have a material impact on the Company’s consolidated financial statements for all periods presented.

All cash flow hedges were considered effective for all periods presented.

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The Company’s non-marketable equity securities accounted for using the Measurement Alternative are recorded at fair value on a non-recurring basis.

When indicators of impairment exist or observable price changes of qualified transactions occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because significant unobservable inputs or data in an inactive market are used in estimating their fair value.

See Note 4, “Cash Equivalents, Investments, and Strategic Investments,” for details regarding the Company’s strategic investments.

See Note 10, “Convertible Senior Notes,” for the fair value measurement of the Company’s convertible senior notes.

Property and Equipment, Net

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Furniture and fixtures 32,548 25,473

Capitalized internal-use software development costs 209,684 93,222

Construction in progress—capitalized internal-use software development costs 28,672 78,737

Capitalized software development costs

231,131 209,684

Construction in progress—capitalized software development costs

Construction in progress—other 17,274 39,106

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(1) Include $ 84.8 million and $ 30.0 million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2025 and 2024, respectively.

(1) Include $ 154.6 million and $ 84.8 million of accumulated amortization related to capitalized software development costs as of January 31, 2026 and 2025, respectively.

Depreciation and amortization expense was $ 110.3 million, $ 85.6 million, and $ 37.7 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

Included in these amounts was the amortization of capitalized internal-use software development costs of $ 56.4 million, $ 19.0 million, and $ 10.2 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Impairment charges related to capitalized internal-use software development costs recognized during each of the fiscal years ended January 31, 2025 and 2023 were not material.

Included in these amounts was the amortization of capitalized software development costs of $ 71.6 million, $ 56.4 million, and $ 19.0 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

During the fiscal year ended January 31, 2026, the Company recognized impairment charges of $ 20.8 million, mainly for leasehold improvements and furniture and fixtures, primarily relating to the cease-use of its San Mateo office facility.

Such impairment charges were recorded as general and administrative expenses on the consolidated statement of operations.

See Note 11, “Commitments and Contingencies,” for further details.

Impairment charges were not material for the fiscal year ended January 31, 2025.

During the fiscal year ended January 31, 2024, the Company recognized impairment charges of $ 7.1 million related to its capitalized internal-use software development costs previously included in construction in-progress that were no longer probable of being completed.

Such impairment charges were recorded as research and development expenses on the consolidated statements of operations.

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Business Combinations

Crunchy Data Solutions, Inc.

On June 6, 2025, the Company acquired all of the outstanding capital stock of Crunchy Data Solutions, Inc.

(Crunchy Data), a privately-held company that provided PostgreSQL technology, for $ 164.5 million in cash.

The Company acquired Crunchy Data primarily for its talent and developed technology.

The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the fiscal year ended January 31, 2026, the Company recorded measurement period adjustments which did not have material impacts on goodwill.

The preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

(in thousands) Estimated Weighted-Average Useful Life

Accounts receivable

Developed technology intangible asset 46,000 5

Customer relationships intangible assets

Deferred revenue

Other net tangible liabilities

Deferred tax liabilities, net (1)

Total identifiable net assets

Total purchase consideration

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(1) Deferred tax liabilities, net primarily relate to the intangible assets acquired and the amount presented is net of deferred tax assets.

The fair values of the developed technology intangible assets were estimated using the discounted cash flow method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and technology migration curve.

The acquired intangible assets had a total weighted-average amortization period of 4.3 years.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.

Other Fiscal 2026 Business Combinations

During the fiscal year ended January 31, 2026, the Company completed two acquisitions for an aggregated purchase consideration of $ 37.1 million in cash or a combination of cash and the Company’s common stock.

The aggregated purchase consideration was comprised of $ 24.0 million in cash and $ 13.1 million in the Company’s common stock, representing the fair value of approximately 0.1 million shares issued based on the closing market price of $ 244.66 per share of the Company’s common stock on the acquisition date.

The Company has accounted for these transactions as business combinations.

In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $ 3.2 million of cash acquired, $ 17.6 million of developed technology intangible assets, $ 3.2 million of net deferred tax liabilities, and $ 19.5 million of goodwill, of which $ 9.3 million is deductible and $ 10.2 million is not deductible for income tax purposes.

The acquired intangible assets had a total weighted-average amortization period of five years .

The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill.

The Company believes the goodwill balances associated with these business combinations are primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

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Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2026 business combinations were not material during the fiscal year ended January 31, 2026.

From the respective dates of acquisition through January 31, 2026, revenue attributable to each of the companies acquired in fiscal 2026, included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2026 was not material.

It was impracticable to determine the effect on the Company’s net loss attributable to each of the companies acquired in fiscal 2026 as these operations have been integrated into the Company’s ongoing operations since the respective dates of acquisition.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Crunchy Data, as if Crunchy Data had been acquired as of February 1, 2024 (in thousands):

Fiscal Year Ended January 31,

Revenue $ 4,695,617 $ 3,656,316

Net loss $ ( 1,344,756 ) $ ( 1,333,983 )

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Crunchy Data to reflect certain business combination effects, including the amortization of the acquired intangible assets, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and Crunchy Data as though this business combination occurred as of February 1, 2024, the beginning of the Company’s fiscal 2025.

The historical consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to this business combination, reasonably estimable, and factually supportable.

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if this business combination had taken place as of February 1, 2024.

Pro forma financial information for the other fiscal 2026 business combinations has not been presented, as the effects of each were not material to the Company’s consolidated financial statements.

Datavolo, Inc.

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The Company has accounted for this transaction as a business combination.

The acquisition date fair value of the preliminary purchase consideration was $ 106.8 million, which was comprised of the following (in thousands):

The acquisition date fair value of the purchase consideration was $ 106.8 million, which was comprised of the following (in thousands):

Estimated Fair Value

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(1) Approximately 0.5 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ 171.42 per share on the acquisition date.

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In connection with this business combination, the Company also issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock.

(1) Approximately 0.5 million shares of the Company’s common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ 171.42 per share on the acquisition date.

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In connection with this business combination, the Company also issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s common stock in exchange for a portion of their Datavolo stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

1 unchanged sentence

See Note 12, “Equity,” for further discussion.

The following table summarizes the preliminary allocation of purchase consideration to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition:

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the fiscal year ended January 31, 2026, the Company recorded measurement period adjustments which did not have material impacts on goodwill.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

2 unchanged sentences

Short-term investments

Goodwill 65,893

Developed technology intangible asset

1 unchanged sentence

Deferred tax liabilities, net (1)

Total $ 106,802

Total identifiable net assets

Goodwill 65,945

Total purchase consideration

________________

3 unchanged sentences

From the date of acquisition through January 31, 2025, revenue attributable to Datavolo, included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2025, was not material.

It was impracticable to determine the effect on the Company’s net loss attributable to Datavolo as its operations have been integrated into the Company’s ongoing operations since the date of acquisition.

Other Fiscal 2025 Business Combinations

1 unchanged sentence

The Company has accounted for these transactions as business combinations.

As a result of the preliminary allocation of the aggregate purchase consideration, based on the estimated fair values, the Company recorded a total of $ 4.4 million of a customer relationships intangible asset (to be amortized over an estimated useful life of five years ), $ 4.1 million of developed technology intangible assets (to be amortized over estimated useful lives of five years ), $ 3.5 million of net liabilities acquired, $ 0.6 million of deferred tax liabilities, and $ 14.8 million of goodwill, of which $ 8.3 million is deductible and $ 6.5 million is not deductible for income tax purposes.

In allocating the aggregate purchase consideration, inclusive of measurement period adjustments, based on the estimated fair values, the Company recorded $ 4.4 million of a customer relationships intangible asset (to be amortized over an estimated useful life of five years ), $ 4.1 million of developed technology intangible assets (to be amortized over estimated useful lives of five years ), $ 3.6 million of net liabilities acquired, $ 0.6 million of deferred tax liabilities, and $ 14.9 million of goodwill, of which $ 8.3 million is deductible and $ 6.6 million is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill.

The Company believes the goodwill balances associated with these business combinations are primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Revenue and net loss attributable to each of the other fiscal 2025 business combinations, from their respective acquisition dates through January 31, 2025, were included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2025, and were not material.

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2025 business combinations were not material during the fiscal year ended January 31, 2025.

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Unaudited Pro Forma Financial Information

12 unchanged sentences

The Company has accounted for this transaction as a business combination.

Prior to this business combination, the Company, via one of its wholly-owned subsidiaries (Investing Subsidiary), held a noncontrolling equity interest in Samooha, which was accounted for using the Measurement Alternative with a carrying amount of $ 4.8 million (Previously Held Equity Interest).

In connection with this business combination, the Company remeasured the Previously Held Equity Interest at the date of the acquisition and recognized a gain of $ 34.0 million, which was recorded in other income (expense), net on the Company’s consolidated statement of operations for the fiscal year ended January 31, 2024.

In connection with this business combination, the Company remeasured the Previously Held Samooha Equity Interest at the date of the acquisition and recognized a gain of $ 34.0 million, which was recorded in other income (expense) , net on the Company’s consolidated statement of operations for the fiscal year ended January 31, 2024.

The acquisition date fair value of the purchase consideration was $ 219.0 million, which was comprised of the following (in thousands):

4 unchanged sentences

________________

(1) Approximately 0.9 million shares of the Company’s Class A common stock, issued to selling stockholders that were not affiliated with the Company, were included in the purchase consideration, and the fair values of these shares were determined based on the closing market price of $ 194.28 per share on the acquisition date.

(2) In connection with this business combination, the Company issued approximately 0.2 million shares of its Class A common stock to the Investing Subsidiary in exchange for the Previously Held Equity Interest.

(1) Approximately 0.9 million shares of the Company’s common stock, issued to selling stockholders that were not affiliated with the Company, were included in the purchase consideration, and the fair values of these shares were determined based on the closing market price of $ 194.28 per share on the acquisition date.

(2) In connection with this business combination, the Company issued approximately 0.2 million shares of its common stock to the Investing Subsidiary in exchange for the Previously Held Samooha Equity Interest.

The fair values of these shares were determined based on the closing market price of $ 194.28 per share on the acquisition date.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

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In connection with this business combination, the Company also issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock.

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In connection with this business combination, the Company also issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s common stock in exchange for a portion of their Samooha stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

3 unchanged sentences

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the fiscal year ended January 31, 2025, the Company recorded measurement period adjustments which did not have material impacts on goodwill.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

2 unchanged sentences

Cash and cash equivalents

Goodwill 189,858

Developed technology intangible asset

1 unchanged sentence

Deferred tax liabilities, net (1)

Total $ 219,035

Total identifiable net assets

Total purchase consideration

________________

7 unchanged sentences

The Company has accounted for this transaction as a business combination.

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The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During each of the fiscal years ended January 31, 2025 and 2024, the Company recorded measurement period adjustments which did not have material impacts on goodwill.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

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Estimated Fair Value

1 unchanged sentence

Cash and cash equivalents $ 43,968

Goodwill 62,931

Developed technology intangible assets 83,000 5

1 unchanged sentence

Deferred tax liabilities, net (1)

Total $ 185,427

Total identifiable net assets

Total purchase consideration

________________

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

(1) Deferred tax liabilities, net primarily relate to the intangible assets acquired and the amount presented is net of deferred tax assets.

The fair values of the developed technology intangible assets were estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

10 unchanged sentences

Cash and cash equivalents $ 11,594

Goodwill 46,426

Developed technology intangible asset 33,000 5

1 unchanged sentence

Deferred tax liabilities, net (1)

Total $ 76,261

Total identifiable net assets

Total purchase consideration

________________

1 unchanged sentence

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

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The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the AI Data Cloud, as well as expanding the Company’s professional services footprint.

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LeapYear Technologies, Inc.

8 unchanged sentences

Cash, cash equivalents, and restricted cash $ 3,563

Goodwill 9,029

Developed technology intangible asset 53,000 5

1 unchanged sentence

Deferred tax liabilities, net (1)

Total $ 62,008

Total identifiable net assets 52,979

Total purchase consideration $ 62,008

________________

10 unchanged sentences

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2024 business combinations were not material during the fiscal year ended January 31, 2024.

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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company, and both of Samooha and Neeva, as if each had been acquired as of February 1, 2022 (in thousands):

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Fiscal Year Ended January 31, 2024

5 unchanged sentences

Pro forma financial information for the Mountain, LeapYear, and other fiscal 2024 business combination has not been presented, as the effects of each were not material to the Company’s consolidated financial statements.

On September 23, 2022, the Company acquired all of the outstanding capital stock of Applica Sp.

(Applica), a privately-held company which provided an artificial intelligence platform for document understanding, for $ 174.7 million in cash.

The Company acquired Applica primarily for its talent and developed technology.

The Company has accounted for this transaction as a business combination.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

(in thousands) Estimated Useful Life

Goodwill 146,444

Developed technology intangible asset 35,000 5

Other net tangible liabilities ( 612 )

Deferred tax liabilities, net (1)

Total $ 174,691

________________

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is generally not deductible for income tax purposes.

Acquisition-related costs of $ 3.4 million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023.

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Streamlit, Inc.

On March 31, 2022, the Company acquired all of the outstanding capital stock of Streamlit, Inc.

(Streamlit), a privately-held company which provided an open-source framework for creating and deploying data applications.

The Company acquired Streamlit primarily for its talent and developer community.

The Company has accounted for this transaction as a business combination.

The acquisition date fair value of the purchase consideration was $ 650.8 million, which was comprised of the following (in thousands):

Estimated Fair Value

Cash $ 211,839

Common stock (1)

________________

(1) Approximately 1.9 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ 229.13 per share on the acquisition date.

In addition, in connection with this business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Streamlit stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over three years , subject to each founder’s continued employment with the Company or its affiliates.

The $ 93.7 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of three years .

See Note 12, “Equity,” for further discussion.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values.

The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

(in thousands) Estimated Useful Life

Cash and cash equivalents $ 33,914

Goodwill 494,411

Developer community intangible asset 150,000 5

Other net tangible liabilities ( 659 )

Deferred tax liabilities, net (1)

Total $ 650,755

________________

(1) Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developer community intangible asset was estimated using the replacement cost method which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

Acquisition-related costs of $ 1.9 million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023.

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Other Fiscal 2023 Business Combination

During the fiscal year ended January 31, 2023, the Company acquired all of the outstanding capital stock of a privately-held company for $ 10.4 million in cash.

The Company has accounted for this transaction as a business combination.

In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $ 2.0 million as a developed technology intangible asset (to be amortized over an estimated useful life of five years ), $ 0.3 million of net tangible assets acquired, and $ 8.1 million as goodwill, which is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill.

The Company believes the goodwill balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Acquisition-related costs, recorded as general and administrative expenses, associated with this business combination were not material for the fiscal year ended January 31, 2023.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and the three companies acquired during fiscal 2023, as if each had been acquired as of February 1, 2021 (in thousands):

Fiscal Year Ended January 31, 2023

Revenue $ 2,067,262

Net loss $ ( 866,099 )

The pro forma financial information for the period presented above has been calculated after adjusting the results of operations of these three acquired companies to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and these three acquired companies as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022.

The historical consolidated financial information in the unaudited pro forma tables above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable.

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if these business combinations had taken place as of February 1, 2021.

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Intangible Assets and Goodwill

7 unchanged sentences

Assembled workforce 57,822 ( 46,909 ) 10,913

Patents 8,874 ( 8,005 ) 869

Customer relationships

16,400 ( 6,796 ) 9,604

Patents and other

10,185 ( 8,764 ) 1,421

Total finite-lived intangible assets $ 574,270 $ ( 327,780 ) $ 246,490

1 unchanged sentence

Total intangible assets, net $ 246,916

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January 31, 2025

6 unchanged sentences

Patents 8,874 ( 8,005 ) 869

Customer relationships

4,400 ( 328 ) 4,072

Total finite-lived intangible assets $ 500,969 $ ( 223,767 ) $ 277,202

3 unchanged sentences

See Note 7, “Business Combinations,” for further details.

In addition, during the fiscal year ended January 31, 2024, the Company also acquired $ 27.5 million of intangible assets, primarily consisting of assembled workforce intangible assets with a useful life of four years .

Amortization expense of intangible assets was $ 110.1 million, $ 96.9 million, and $ 82.2 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

Cost and accumulated amortization of fully amortized intangible assets are removed from the Company's consolidated balance sheets when they are no longer in use.

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As of January 31, 2026, future amortization expense is expected to be as follows (in thousands):

1 unchanged sentence

2027 $ 111,634

Thereafter 578

Total $ 246,490

9 unchanged sentences

See Note 7, “Business Combinations,” for further details.

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Accrued Expenses and Other Current Liabilities

2 unchanged sentences

Accrued compensation $ 304,619 $ 194,630

Accrued customer liabilities related to Snowflake Marketplace (1)

122,893 21,489

Accrued third-party cloud infrastructure expenses 121,727 77,944

7 unchanged sentences

Total accrued expenses and other current liabilities $ 879,537 $ 515,454

________________

(1) Represent the estimated portion of contractual customer commitments expected to be utilized towards the purchases of third-party products and services on the Snowflake Marketplace.

The Company reclassified accrued customer liabilities related to Snowflake Marketplace from other as of January 31, 2025 in the table above to conform to the current year’s presentation.

Such reclassification did not impact the Company’s consolidated balance sheet as of January 31, 2025.

Convertible Senior Notes

2 unchanged sentences

Bank Trust Company, National Association, as trustee.

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The Notes are general, senior unsecured obligations of the Company.

13 unchanged sentences

In addition, following certain corporate events that occur prior to the maturity date of the relevant series of Notes or if the Company delivers a notice of redemption in respect of a series of Notes, the Company will, in certain circumstances, increase the conversion rate of the relevant series of Notes for a holder who elects to convert its Notes of the applicable series in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the applicable Indenture), as the case may be.

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Holders may convert all or any portion of the 2027 Notes and 2029 Notes at their option at any time prior to the close of business on the business day immediately preceding July 1, 2027 and July 1, 2029, respectively, in each case only upon satisfaction of one or more of the following conditions:

(1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock, par value $ 0.0001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the relevant series of Notes on each applicable trading day;

(2) during the five business day period after any ten consecutive trading day period (Measurement Period) in which the trading price (as defined in the Indentures) per $1,000 principal amount of the 2027 Notes or the 2029 Notes, as applicable, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate for such Notes on each such trading day;

(1) during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock, par value $ 0.0001 per share, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the relevant series of Notes on each applicable trading day (Sale Price Trigger);

(2) during the five business day period after any ten consecutive trading day period (Measurement Period) in which the trading price (as defined in the Indentures) per $1,000 principal amount of the 2027 Notes or the 2029 Notes, as applicable, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for such Notes on each such trading day;

(3) if the Company calls the relevant series of Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption;

1 unchanged sentence

On or after July 1, 2027, in the case of the 2027 Notes, and on or after July 1, 2029, in the case of the 2029 Notes, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of Notes may convert all or any portion of their Notes of such series at any time, regardless of the foregoing conditions.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s Class A common stock or a combination of both, at the Company’s election, in the manner and subject to the terms and conditions provided in the applicable Indenture.

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The Company may, at its option, redeem for cash all or any portion of the 2027 Notes (subject to the partial redemption limitation set forth in the Indenture governing the 2027 Notes), on or after April 6, 2026 if the last reported sale price of the Company’s Class A common stock has been at least 150 % of the conversion price then in effect for the 2027 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The Company may, at its option, redeem for cash all or any portion of the 2029 Notes (subject to the partial redemption limitation set forth in the Indenture governing the 2029 Notes), on or after October 6, 2027 if the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price then in effect for the 2029 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of both, at the Company’s election, in the manner and subject to the terms and conditions provided in the applicable Indenture.

The Company may, at its option, redeem for cash all or any portion of the 2027 Notes (subject to the partial redemption limitation set forth in the Indenture governing the 2027 Notes), on or after April 6, 2026 if the last reported sale price of the Company’s common stock has been at least 150 % of the conversion price then in effect for the 2027 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The Company may, at its option, redeem for cash all or any portion of the 2029 Notes (subject to the partial redemption limitation set forth in the Indenture governing the 2029 Notes), on or after October 6, 2027 if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for the 2029 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

No sinking fund is provided for the Notes.

1 unchanged sentence

Each of the Indentures governing the 2027 Notes or the 2029 Notes includes customary covenants and sets forth certain events of default after which the relevant series of Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default (as defined in the applicable Indenture) involving the Company after which such Notes become automatically due and payable.

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Each series of Notes is accounted for as a liability in its entirety, measured at amortized cost.

The debt issuance costs for each series of the Notes are amortized to interest expense using the effective interest method over their respective terms, with effective interest rates of 0.04 % for the 2027 Notes and 0.02 % for the 2029 Notes.

The Sale Price Trigger was met during each of the three months ended July 31, 2025, October 31, 2025, and January 31, 2026, and as a result, holders may convert the Notes at any time during each of the three months ending October 31, 2025, January 31, 2026, and April 30, 2026.

The Company continues to classify the net carrying amount of the Notes as a non-current liability as the Company has the option to settle the obligation in shares upon conversion and the Notes’ maturity dates are more than 12 months away.

The following table presents the net carrying values and fair values of each series of Notes as of January 31, 2026 (in thousands):

4 unchanged sentences

The fair value was determined based on the quoted prices of the Notes in an inactive market on the last traded day of the fiscal quarter and has been classified as Level 2 in the fair value hierarchy.

Amortization of debt issuance costs was not material for the fiscal year ended January 31, 2025.

The Company used a portion of the net proceeds from the offering to (i) pay the $ 195.5 million cost of the privately negotiated capped call transactions relating to each series of the Notes, as described below, and (ii) repurchase $ 399.6 million of its Class A common stock from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $ 112.50 per share.

See Note 12, “Equity,” for further details.

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Amortization of debt issuance costs was not material for each of the fiscal years ended January 31, 2026 and 2025.

The Company used a portion of the net proceeds from the offering to (i) pay the $ 195.5 million cost of the privately negotiated capped call transactions relating to each series of the Notes, as described below, and (ii) repurchase $ 399.6 million of its common stock from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $ 112.50 per share.

Capped Call Transactions

In connection with the Notes offering, the Company entered into privately negotiated capped call transactions relating to each series of Notes (Capped Calls) with certain of the initial purchasers or affiliates thereof and certain other financial institutions.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the relevant series of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes of such series, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $ 225.00 per share.

The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of Notes (in thousands, except per share data):

The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the relevant series of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes of such series, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $ 225.00 per share.

The following table sets forth other key terms (subject to certain adjustments) and premiums paid for the Capped Calls related to each series of Notes (in thousands, except per share data):

Capped Calls Entered into in Connection with the Offering of the 2027 Notes

Capped Calls Entered into in Connection with the Offering of the 2029 Notes

Initial number of shares covered, subject to certain adjustments

Initial strike price, subject to certain adjustments

Initial number of shares covered

Initial strike price

$ 157.50 $ 157.50

Initial cap price, subject to certain adjustments

Initial cap price

$ 225.00 $ 225.00

3 unchanged sentences

As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholders’ equity, the premiums paid for the purchases of the Capped Calls was recorded as a reduction to the additional paid-in capital and will not be remeasured as long as they continue to meet the conditions for equity classification.

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The Company elected to integrate the Capped Calls with the Notes for income tax purposes pursuant to applicable U.S.

5 unchanged sentences

Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments.

During the fiscal year ended January 31, 2026, the Company recognized impairment charges of $ 87.9 million for operating lease right-of-use assets, and $ 20.8 million for property and equipment, net, primarily relating to the cease-use of its San Mateo office facility.

These impairment charges represent the amounts by which the carrying values of the asset groups exceeded their estimated fair values, and were recorded as general and administrative expenses on the consolidated statement of operations.

The fair values of the impaired asset groups were estimated using discounted cash flow models (income approach) based on market participant assumptions, including the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods, and discount rates to reflect the level of risk associated with receiving future cash flows.

These assumptions are classified within Level 3 inputs of the fair value hierarchy.

The fair values of the impaired asset groups are not material.

In addition, the Company subleases certain of its unoccupied facilities to third parties with various expiration dates through fiscal 2033.

7 unchanged sentences

Total lease costs $ 83,707 $ 66,881 $ 52,616

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Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands):

8 unchanged sentences

Weighted-average discount rate

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The total remaining lease payments under non-cancelable operating leases and lease receipts for subleases as of January 31, 2026 were as follows (in thousands):

11 unchanged sentences

Present value of operating lease liabilities $ 461,287

Lease payments presented above exclude $ 47.8 million of legally-binding lease commitments, net of tenant incentives expected to be received, for leases signed but not yet commenced as of January 31, 2025.

Lease payments presented above exclude $ 39.1 million of legally-binding lease commitments for leases signed but not yet commenced as of January 31, 2026.

These leases will commence on various dates starting in fiscal 2027 with lease terms ranging from 5.0 years to 5.9 years.

In February 2026, the Company entered into agreements for new office facilities located in the United States and Germany, with a total commitment of $ 85 million, net of tenant incentives expected to be received.

These leases will commence on various dates starting in fiscal 2027 with lease terms ranging from 7.2 years to 12.3 years.

The Company will recognize the related right-of-use assets and lease liabilities, which have not yet been determined, at the respective lease commencement dates.

Other Contractual Commitments

Other contractual commitments relate mainly to third-party cloud infrastructure agreements and subscription arrangements used to facilitate the Company’s operations at the enterprise level.

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Future minimum payments under the Company’s non-cancelable purchase commitments with a remaining term in excess of one year as of January 31, 2026 are presented in the table below (in thousands):

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The Company is required to pay the difference if it fails to meet the minimum purchase commitment by May 2028 and such payment can be applied to qualifying expenditures for cloud infrastructure services for up to twelve months after May 2028.

(2) Also includes $ 208.3 million of remaining non-cancelable contractual commitments as of January 31, 2025 related to another one of the Company’s third-party cloud infrastructure agreements, under which the Company committed to spend an aggregate of at least $ 250.0 million between January 2024 and December 2028 with no minimum purchase commitment during any year.

The Company is required to pay the difference if it fails to meet the minimum purchase commitment by December 2028.

(2) Includes $ 518.0 million of remaining non-cancelable contractual commitments as of January 31, 2026 related to another one of the Company’s third-party cloud infrastructure agreements, under which the Company committed to spend an aggregate of at least $ 530.0 million between November 2025 and October 2030 with no minimum purchase commitment during any year.

The Company is required to pay the difference if it fails to meet the minimum purchase commitment by October 2030.

Up to $ 100.0 million of such payments can be applied to qualifying spending on cloud infrastructure services for up to one year after October 2030, subject to certain conditions.

401(k) Plan —The Company sponsors a 401(k) defined contribution plan covering all eligible U.S.

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The Company did not make any matching contributions to the 401(k) plan for each of the fiscal years ended January 31, 2026, 2025, and 2024.

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Legal Matters —On March 23, 2021, a former employee filed a charge with the National Labor Relations Board (NLRB) claiming that he was terminated in retaliation for engaging in concerted activity protected under the National Labor Relations Act.

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The Company believes it is reasonably possible that a loss could ultimately result from an unfavorable outcome and that an estimate of the potential range of loss is between zero and $ 25 million, plus interest.

No material loss accrual was recorded on the Company’s consolidated balance sheets as of January 31, 2025 and 2024, because management believes the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.

On February 29, 2024, a stockholder class action lawsuit was filed against the Company, the Company’s former Chief Executive Officer, and the Company’s Chief Financial Officer in the United States District Court in the Northern District of California, alleging violations under Sections 10(b) and 20(a) of the Exchange Act.

The complaint seeks an unspecified amount of damages, attorneys’ fees, expert fees, and other costs.

On October 28, 2024, an amended complaint was filed by the lead plaintiff.

On December 23, 2024, the Company filed a motion to dismiss the amended complaint.

On January 29, 2025, the lead plaintiff informed the Company that it would seek leave to file a second amended complaint rather than respond to the motion to dismiss.

On February 7, 2025, the Court ordered the lead plaintiff to file a second amended complaint by April 7, 2025.

The Company plans to file a motion to dismiss the second amended complaint on or before the responsive pleading deadline.

In addition, since the filing of the class action lawsuit, four additional complaints containing securities derivative claims have been filed against the Company and certain of the Company’s directors and executive officers alleging similar violations.

The derivative claims have been stayed pending resolution of the anticipated motion to dismiss the class action lawsuit.

No material loss accrual was recorded on the Company’s consolidated balance sheets as of each of January 31, 2026 and January 31, 2025, because management believes the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.

On February 29, 2024, a stockholder class action lawsuit was filed against the Company, the Company’s former Chief Executive Officer, and the Company’s former Chief Financial Officer in the United States District Court for the Northern District of California, alleging violations under Sections 10(b) and 20(a) of the Exchange Act.

On April 7, 2025, the lead plaintiff filed a second amended complaint seeking an unspecified amount of damages, attorneys’ fees, expert fees, and other costs.

On February 17, 2026, the Court granted the Company’s motion to dismiss the second amended complaint, but granted the lead plaintiff leave to file a third amended complaint.

In addition, since the filing of the class action lawsuit, five additional complaints containing securities derivative claims have been filed in the Chancery Court of the State of Delaware, United States District Court for the District of Delaware, and United States District Court for the Northern District of California, respectively, against the Company and certain of the Company’s directors and executive officers alleging similar violations.

The derivative claims had been stayed pending resolution of the motion to dismiss the class action lawsuit and the parties have agreed to extend the stays through the resolution of the anticipated motion to dismiss the third amended complaint.

The Company is unable to estimate any reasonably possible loss, or range of loss, with respect to these matters at this time.

The Company and the other defendants intend to vigorously defend against the claims in these actions.

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On June 13, 2024, a class action was filed in the United States District Court for the District of Montana against the Company alleging that the Company failed to take reasonable measures to secure systems that contained consumer data, thereby allowing threat actors to access and exfiltrate personally identifiable information.

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On October 4, 2024, an order was issued by the United States Judicial Panel on Multidistrict Litigation combining the class actions filed in the United States into a multidistrict litigation in the District of Montana.

On February 3, 2025, plaintiffs filed their representative complaint.

On March 11, 2025, plaintiffs were granted up to and including March 21, 2025 to file an amended representative complaint to address pleading deficiencies identified by defendants.

Defendants, including the Company, are required to respond, which response may include moving to dismiss or compel arbitration, within 35 days of the filing of any amended representative complaint.

In addition to the multidistrict litigation, two class actions are pending in the United States District Court for the Central District of California and the Supreme Court of British Columbia, respectively.

On February 3, 2025, plaintiffs filed their representative complaint on behalf of the consumer plaintiffs.

On February 14, 2025, the Court created a separate financial institution track to represent the interests of certain financial institutions (FI Plaintiffs) and an FI Plaintiff representative complaint was subsequently filed.

On May 20, 2025, the plaintiffs filed an amended representative complaint on behalf of the consumer plaintiffs that asserted additional claims regarding the breach of a Snowflake customer account containing personally identifiable information from the Los Angeles Unified School District.

On October 28 and 29, 2025, the Court denied the Company’s motions to dismiss the claims of the consumer plaintiffs and FI Plaintiffs.

On December 19, 2025, the Company filed its answers to the complaints and the matter is currently in discovery.

In addition to the multidistrict litigation, a class action is pending in the Supreme Court of British Columbia.

The Company is unable to estimate any reasonably possible loss, or range of loss, with respect to these matters at this time.

The Company intends to vigorously defend against the claims in these actions.

On November 21, 2025, a class action lawsuit was filed against the Company in the United States District Court for the District of Montana alleging copyright infringement on behalf of a putative class of individuals and entities that own a United States copyright in any work that was allegedly copied, stored, or used without authorization to train our large language model.

The complaint seeks an award of statutory and other damages, attorneys’ fees, and all appropriate legal and equitable relief.

On January 22, 2026, the Company filed its answer to the complaint and the matter is currently in discovery.

The Company is unable to estimate any reasonably possible loss, or range of loss, with respect to this matter at this time.

The Company intends to vigorously defend against the claims in this action.

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On February 24, 2026, a stockholder class action lawsuit was filed against the Company, the Company’s former Chief Executive Officer, and the Company’s former Chief Financial Officer in the United States District Court for the Northern District of California, alleging violations under Sections 10(b) and 20(a) of the Exchange Act.

The complaint seeks an unspecified amount of damages, attorneys’ fees, and other costs.

The Company is unable to estimate any reasonably possible loss, or range of loss, with respect to this matter at this time.

The Company and the other defendants intend to vigorously defend against the claims in this action.

In addition, the Company is involved from time to time in various claims and legal actions arising in the ordinary course of business.

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No preferred stock was outstanding during any periods presented.

Common Stock —The Company has two classes of common stock authorized:

Class A common stock and Class B common stock.

The shares of Class A common stock and Class B common stock are identical, except with respect to voting, converting, and transfer rights, and have a par value of $ 0.0001 per share.

Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

No Class B common stock was outstanding during any periods presented.

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The Company had reserved shares of common stock for future issuance as follows (in thousands):

Common Stock —On July 3, 2025, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware effecting (i) the elimination of the Company’s Class B common stock, and (ii) the renaming of the Company’s Class A common stock to “common stock”.

Upon the effectiveness of the certificate, the Company’s total number of authorized shares of Class B common stock was reduced from 185.5 million shares to zero .

Holders of common stock are entitled to one vote per share on all matters subject to a stockholder vote.

This amendment had no impact on the Company’s issued and outstanding shares, additional paid-in capital, or accumulated deficit.

Unless otherwise noted, all references herein to the Company’s common stock refer to the Class A common stock prior to the effectiveness of the certificate.

The Company had reserved shares of common stock for future issuance under the Company’s equity incentive plans as follows (in thousands):

January 31, 2026 January 31, 2025

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Options outstanding 12,274 20,067

Restricted stock units outstanding — 789

2020 Equity Incentive Plan:

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Shares available for future grants 18,967 16,446

Total shares of common stock reserved for future issuance 127,723 121,461

Stock Repurchase Program —In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $ 2.0 billion of the Company’s outstanding Class A common stock.

132,860 127,723

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Stock Repurchase Program —In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $ 2.0 billion of the Company’s outstanding common stock.

Repurchases may be effected, from time to time, either on the open market (including via pre-set trading plans), in privately negotiated transactions, or through other transactions in accordance with applicable securities laws.

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Fiscal Year Ended January 31,

2026 2025 2024

Number of shares repurchased 4,925 14,765 4,012

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________________

(1) Excludes transaction costs associated with the repurchases.

All repurchases were made in open market transactions, except for the 3.6 million shares of the Company’s outstanding Class A common stock that were repurchased for $ 399.6 million from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $ 112.50 per share.

(1) Excludes transaction costs and excise tax, if any, associated with the repurchases.

All repurchases presented in the table above were made in open market transactions, except for the 3.6 million shares of the Company’s outstanding common stock that were repurchased during the fiscal year ended January 31, 2025 for $ 399.6 million from purchasers of the Notes in the offering in privately negotiated transactions entered into in connection with the Notes offering at a purchase price of $ 112.50 per share.

See Note 10, “Convertible Senior Notes,” for further details.

As of January 31, 2025, $ 2.0 billion remained available for future stock repurchases under the stock repurchase program (exclusive of any transaction costs associated with repurchases).

The first 0.5 million shares repurchased during the fiscal year ended January 31, 2024 were recorded in treasury stock as a reduction to the stockholders’ equity on the consolidated balance sheets.

All shares of Class A common stock subsequently repurchased were retired.

As of January 31, 2026, approximately $ 1.1 billion remained available for future stock repurchases under the stock repurchase program (exclusive of any transaction costs associated with repurchases).

The first 0.5 million shares repurchased under the Company’s authorized stock repurchased program were recorded in treasury stock as a reduction to the stockholders’ equity on the consolidated balance sheets.

All shares of common stock subsequently repurchased were retired.

Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price (including associated transaction costs) over par value was recorded entirely to retained earnings (accumulated deficit) on the consolidated balance sheets.

Treasury Stock —As described above, 0.5 million shares were repurchased under the Company’s authorized stock repurchase program and recorded in treasury stock, of which 56,000 and 8,000 shares were reissued upon settlement of equity awards during the fiscal years ended January 31, 2025 and 2024, respectively.

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In addition, during the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company issued approximately 0.2 million shares of its Class A common stock to one of its wholly-owned subsidiaries in exchange for a noncontrolling equity interest in Samooha that was held by the subsidiary prior to this business combination.

Treasury Stock —As described above, 0.5 million shares were repurchased under the Company’s authorized stock repurchase program and recorded in treasury stock, of which approximately 37,000 , 56,000 , and 8,000 shares were reissued upon settlement of equity awards during the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

In addition, during the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company issued approximately 0.2 million shares of its common stock to one of its wholly-owned subsidiaries in exchange for a noncontrolling equity interest in Samooha that was held by the subsidiary prior to this business combination.

These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025.

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The 2012 Plan was terminated in September 2020 in connection with the Company’s initial public offering (IPO) but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan.

Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity awards granted under the 2012 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan.

Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity awards granted under the 2012 Plan, an equal number of shares of common stock will become available for grant under the 2020 Plan.

No further equity awards will be granted under the 2012 Plan.

A total of 34.1 million shares of the Company’s Class A common stock was initially reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 78.8 million.

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A total of 34.1 million shares of the Company’s common stock was initially reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of common stock, such number of shares not to exceed 78.8 million.

On February 1, 2025, the shares available for future grants under the 2020 Plan were automatically increased by 16.7 million shares pursuant to the provision described in the preceding sentence.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP) authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees.

A total of 5.7 million shares of the Company’s Class A common stock was initially reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP.

A total of 5.7 million shares of the Company’s common stock was initially reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the 2020 ESPP.

On February 1, 2025, the shares available for future grants under the 2020 ESPP were automatically increased by 3.3 million shares pursuant to the provision described in the preceding sentence.

The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85 % of the fair market value of a share of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower.

Offering periods are generally six months long and begin on the first trading day on or after March 15 and September 15 of each year, except for the first two offering periods.

The price at which common stock is purchased under the 2020 ESPP is equal to 85 % of the fair market value of a share of the Company’s common stock on the first or last day of the offering period, whichever is lower.

Offering periods are generally six months long and begin on the first trading day immediately after the last day of the prior offering period, typically around March 15 and September 15 of each year, except for the first two offering periods.

The initial offering period began on September 15, 2020 and ended on February 26, 2021.

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Stock Options —Stock options granted under the 2012 Plan and the 2020 Plan (collectively, the Plans) generally vest based on continued service over four years and expire ten years from the date of grant.

Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire ten years from the date of grant.

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A summary of stock option activity during the fiscal years ended January 31, 2026, 2025, and 2024 is as follows:

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35,854 $ 11.27 5.9 $ 5,237,549

Granted 642 $ 207.56

Exercised ( 8,357 ) $ 6.84

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27,369 $ 12.35 5.0 $ 5,023,664

Granted 1,037 $ 163.17

Exercised ( 6,608 ) $ 6.79

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21,653 $ 20.83 4.2 $ 3,493,648

Granted 1,037 $ 163.17

Exercised ( 7,880 ) $ 10.68

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13,110 $ 19.64 3.0 $ 2,275,215

The weighted-average grant-date fair value of options granted during the fiscal years ended January 31, 2025 and 2023 was $ 79.16 and $ 101.66 per share, respectively.

No options were granted during the fiscal year ended January 31, 2024.

The intrinsic value of options exercised during the fiscal years ended January 31, 2025, 2024, and 2023 was $ 913.9 million, $ 1.3 billion, and $ 1.0 billion, respectively.

The weighted-average grant-date fair value of options granted during the fiscal year ended January 31, 2025 was $ 79.16 per share.

No options were granted during each of the fiscal years ended January 31, 2026 and January 31, 2024.

The intrinsic value of options exercised during the fiscal years ended January 31, 2026, 2025, and 2024 was $ 1.6 billion, $ 913.9 million, and $ 1.3 billion, respectively.

The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2026, 2025, and 2024 was $ 30.5 million, $ 31.2 million, and $ 42.3 million, respectively.

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Equity-Classified RSUs —RSUs granted under the 2012 Plan are equity-classified and had both service-based and performance-based vesting conditions, of which the performance-based vesting condition was satisfied upon the effectiveness of the IPO in September 2020.

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Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over four years , and the related stock-based compensation for these RSUs is recognized on a straight-line basis over the requisite service period.

In addition, under the 2020 Plan, the Company granted 0.8 million and 0.5 million equity-classified RSUs (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team during the fiscal years ended January 31, 2025 and 2024, respectively.

In addition, under the 2020 Plan, the Company granted 0.4 million, 0.8 million, and 0.5 million equity-classified RSUs (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team during the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

These Leadership PRSUs were granted at 120 % of the target number of these awards, representing the maximum number of Leadership PRSUs that may be eligible to vest over their full term, and have both service-based and performance-based vesting conditions.

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Stock-based compensation associated with these Leadership PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved.

Stock-based compensation recognized for these Leadership PRSUs was $ 60.2 million and $ 30.8 million for the fiscal years ended January 31, 2025 and 2024, respectively.

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Stock-based compensation recognized for these Leadership PRSUs was $ 44.1 million, $ 60.2 million, and $ 30.8 million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

A summary of equity-classified RSUs activity during the fiscal years ended January 31, 2026, 2025, and 2024 is as follows:

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15,560 $ 181.17

Granted 10,788 $ 180.65

12,706 $ 158.28

Vested ( 6,810 ) $ 172.38

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Forfeited ( 3,367 ) $ 163.07

Performance adjustment (1)

( 50 ) $ 139.58

Unvested Balance—January 31, 2025

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________________

(1) Represents an adjustment in the number of shares outstanding, with regards to Leadership PRSUs granted during the fiscal year ended January 31, 2024, based on the actual achievement of the associated Company annual performance targets for fiscal 2024.

(1) Represents an adjustment in the number of shares outstanding, with regards to Leadership PRSUs granted during each of the fiscal years ended January 31, 2025 and January 31, 2024, based on the actual achievement of the associated Company annual performance targets for the respective fiscal year.

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Liability-Classified RSUs —During the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company agreed to grant, under the 2020 Plan, RSUs that contain both post-combination service-based and performance-based vesting conditions (Acquisition PRSUs) to eligible existing or future employees, subject to a maximum total number of approximately 1.7 million shares.

The post-combination service-based vesting condition for these Acquisition PRSUs is satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter.

The performance-based vesting condition is contingent on the achievement of certain performance metric over the twelve-month period ending January 31, 2027.

The performance-based vesting condition is contingent on the achievement of certain performance metric over the 12-month period ending January 31, 2027.

Acquisition PRSUs will vest when both service-based and performance-based conditions are satisfied.

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Stock-based compensation associated with these awards is recognized based on the probable outcome of the performance condition, using an accelerated attribution method over the requisite service period, with a cumulative catch-up adjustment recognized for changes in the fair value estimated at each reporting date.

As of January 31, 2025 and 2024, the liabilities associated with these Acquisition PRSUs were $ 11.1 million and $ 0.5 million, respectively.

The Company recognized stock-based compensation of $ 10.6 million and $ 0.5 million associated with these Acquisition PRSUs for the fiscal years ended January 31, 2025 and 2024, respectively.

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As of January 31, 2025, the liabilities associated with these Acquisition PRSUs were $ 11.1 million.

The liabilities associated with these Acquisition PRSUs were not material as of each of January 31, 2026 and January 31, 2024.

A summary of liability-classified RSUs activity during the fiscal years ended January 31, 2026, 2025 and 2024 is as follows:

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Unvested Balance—January 31, 2025

Forfeited ( 45 )

Unvested Balance—January 31, 2026

________________

(1) Represents the maximum number of Acquisition PRSUs that may be eligible to vest with respect to these awards over their full term.

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Restricted Common Stock —From time to time, the Company has granted restricted common stock outside of the Plans.

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Vested ( 219 ) $ 213.81

Forfeited ( 76 ) $ 226.91

Unvested Balance—January 31, 2025

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Vested ( 334 ) $ 184.36

Forfeited ( 76 ) $ 226.91

Unvested Balance—January 31, 2026

During the fiscal year ended January 31, 2025, in connection with the Datavolo business combination, the Company issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock.

During the fiscal year ended January 31, 2025, in connection with the Datavolo business combination, the Company issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s common stock in exchange for a portion of their Datavolo stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

The $ 64.6 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years .

As of January 31, 2025, all 0.4 million shares remained unvested.

During the fiscal year ended January 31, 2024, in connection with the Samooha business combination, the Company issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock.

As of January 31, 2026 and 2025, 0.3 million and 0.4 million shares remained unvested.

During the fiscal year ended January 31, 2024, in connection with the Samooha business combination, the Company issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s common stock in exchange for a portion of their Samooha stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over four years , subject to each of these employees’ continued employment with the Company or its affiliates.

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As of January 31, 2026 and 2025, 0.2 million and 0.3 million shares remained unvested, respectively.

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During the fiscal year ended January 31, 2023, in connection with the Streamlit business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s common stock outside of the Plans in exchange for a portion of their Streamlit stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over three years , subject to each founder’s continued employment with the Company or its affiliates.

The $ 93.7 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of three years .

As of January 31, 2025 and 2024, 0.1 million and 0.3 million shares remained unvested, respectively.

See Note 7, “Business Combinations,” for further details.

Stock-Based Compensation — The following table summarizes the assumptions used in estimating the grant-date fair values of stock options granted to employees during the fiscal years ended January 31, 2025 and 2023:

Fiscal Year Ended January 31, 2025

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Expected dividend yield — %

No stock options were granted during the fiscal year ended January 31, 2024.

In addition, for the stock option granted during the fiscal year ended January 31, 2025, the shares to be issued upon exercise are subject to a one-year holding period.

As such, the Company applied a 7.6 % discount for lack of marketability to the fair value estimated using the Black-Scholes option-pricing model, based on the assumptions included in the table above.

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No stock options were granted during each of the fiscal years ended January 31, 2026 and January 31, 2024.

The following table summarizes the assumptions used in estimating the fair values of ESPP Rights granted under the 2020 ESPP during the fiscal years ended January 31, 2026, 2025 and 2024:

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The expected term for ESPP Rights approximates the offering period.

Expected volatility —In fiscal 2023 and 2024, the Company used the average volatility of its Class A common stock and the stocks of a peer group of representative public companies to develop an expected volatility assumption.

During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its Class A common stock, and (ii) the implied volatility from publicly traded options on its Class A common stock to develop an expected volatility assumption.

Expected volatility —In fiscal 2024, the Company used the average volatility of its common stock and the stocks of a peer group of representative public companies to develop an expected volatility assumption.

During the fiscal year ended January 31, 2025, the Company began using the average of (i) the historical volatility of its common stock, and (ii) the implied volatility from publicly traded options on its common stock to develop an expected volatility assumption.

Risk-free interest rate —Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term consistent with the expected life of the awards in effect at the time of grant.

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Fair value of underlying common stock —The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange.

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The following table summarizes the assumptions used in estimating the fair value of liability-classified Acquisition PRSUs as of January 31, 2026, 2025 and 2024:

January 31, 2025 January 31, 2024

Fiscal Year Ended January 31,

2026 2025 2024

Expected volatility 50.0 % 50.0 % 60.0 %

Risk-free interest rate 3.5 % 4.2 % 4.0 %

Expected volatility —In fiscal 2024, expected volatility was estimated based on the historical volatility of the Company’s Class A common stock.

Expected volatility —In fiscal 2024, expected volatility was estimated based on the historical volatility of the Company’s common stock.

Risk-free interest rate —Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term that approximates the period from the reporting date to January 31, 2027.

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Stock-based compensation included in the consolidated statements of operations was as follows (in thousands):

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The provision for (benefit from) income taxes consists of the following (in thousands):

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Fiscal Year Ended January 31,

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$ 17,125 $ 4,113 $ ( 11,233 )

The effective income tax rate differs from the federal statutory income tax rate applied to the loss before income taxes due to the following (in thousands):

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The following table presents the required disclosure pursuant to ASU 2023-09 and reconciles the federal statutory tax amount and rate to the Company’s actual global effective tax amount and rate for the fiscal year ended January 31, 2026:

Fiscal Year Ended January 31, 2026

(in thousands)

Federal statutory tax rate

$ ( 275,501 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 11,049 ) 0.8

Foreign tax effects

6,016 ( 0.4 )

Effect of cross-border tax laws

( 12,112 ) 0.9

Research and development tax credits

( 122,741 ) 9.4

Change in valuation allowances

490,646 ( 37.4 )

Nontaxable or nondeductible items:

Section 162(m) - limitation on executive compensation

25,271 ( 1.9 )

Stock-based compensation

( 128,731 ) 9.8

6,032 ( 0.5 )

Worldwide changes in unrecognized tax benefits

39,294 ( 3.0 )

Provision for income taxes

$ 17,125 ( 1.3 %)

________________

(1) State and local income tax benefits, net of federal income tax effect, was primarily attributable to California, which made up the majority (greater than 50 percent) of the tax effect in this category.

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the federal statutory income tax amount to the Company’s actual global effective tax amount for the fiscal years ended January 2025 and 2024 (in thousands):

Fiscal Year Ended January 31,

Income tax benefit computed at federal statutory rate $ ( 269,871 ) $ ( 178,337 )

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Provision for (benefit from) income taxes $ 4,113 $ ( 11,233 )

$ 4,113 $ ( 11,233 ) $ ( 18,467 )

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The following table presents the required disclosure pursuant to ASU 2023-09 regarding the amount of income taxes paid, net of refunds received (in thousands):

Fiscal Year Ended January 31, 2026

Netherlands 3,449

Other Foreign 4,668

Total cash paid for income taxes, net of refunds received

For the fiscal years ended January 31, 2025 and 2024, cash paid for income taxes, net of refunds received, was $ 15.7 million and $ 12.5 million, respectively.

A valuation allowance has been recognized to offset the Company’s deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized.

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deferred tax assets will not be fully realizable and continues to maintain a full valuation allowance against these net deferred tax assets.

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Significant components of the Company’s deferred tax assets and deferred tax liabilities are shown below (in thousands):

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Deferred revenue 67,582 95,779

Capped call transactions

Stock-based compensation 40,935 36,044

Capped call transactions

32,288 45,032

Net unrealized losses on strategic investments 21,850 6,143

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Intangible assets ( 19,021 ) ( 27,481 )

Deferred commissions ( 56,662 ) ( 41,609 )

Operating lease right-of-use assets ( 72,684 ) ( 94,997 )

Deferred commissions ( 103,104 ) ( 56,662 )

Other ( 3,286 ) ( 234 )

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$ ( 4,422 ) $ ( 598 )

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The valuation allowance was $ 3.7 billion and $ 3.1 billion as of January 31, 2026 and 2025, respectively, primarily relating to U.S.

federal and state net operating loss carryforwards, capitalized research and development, and tax credit carryforwards.

The valuation allowance increased $ 591.6 million and $ 520.4 million during the fiscal years ended January 31, 2026 and January 31, 2024, respectively, primarily due to increased U.S.

federal and state net operating loss carryforwards, capitalized research and development, and tax credit carryforwards.

The valuation allowance increased $ 483.5 million during the fiscal year ended January 31, 2025, primarily due to increased capitalized research and development and tax credit carryforwards.

The valuation allowance increased $ 520.4 million and $ 241.9 million during the fiscal years ended January 31, 2024 and 2023, respectively, primarily due to increased capitalized research and development, U.S.

federal and state net operating loss carryforwards, and tax credit carryforwards.

As of January 31, 2026, the Company had U.S.

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The state net operating loss carryforwards begin to expire in 2027.

Of the $ 178.0 million foreign net operating loss carryforwards, $ 165.2 million may be carried forward indefinitely, and the remaining $ 12.8 million will begin to expire in 2027.

The foreign net operating loss carryforwards may be carried forward indefinitely.

As of January 31, 2026, the Company also had federal and state tax credits of $ 605.6 million and $ 275.5 million, respectively.

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Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.

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The following table shows the changes in the gross amount of unrecognized tax benefits (in thousands):

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37,778 35,752 27,365

Foreign currency translation adjustments

Ending balance $ 192,934 $ 151,660 $ 115,253

There were no interest and penalties associated with unrecognized income tax benefits for each of the fiscal years ended January 31, 2025, 2024, and 2023.

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.

The Company files income tax returns in the U.S.

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For the fiscal year ended January 31, 2026, the Inflation Act had no material impact to the Company, including its stock repurchase program.

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On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions including the immediate expensing of the United States research and development expenditures.

For the fiscal year ended January 31, 2026, the OBBBA had no material impact on the Company’s consolidated financial statements.

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Net Loss per Share

As discussed above in Note 12, “Equity,” on July 3, 2025, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware effecting (i) the elimination of the Company’s Class B common stock, and (ii) the renaming of the Company’s Class A common stock to “common stock”.

No Class B common stock was outstanding during any periods presented.

The following table presents the calculation of basic and diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders (in thousands, except per share data):

common stockholders (in thousands, except per share data):

Fiscal Year Ended January 31,

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Net loss $ ( 1,329,035 ) $ ( 1,289,212 ) $ ( 837,990 )

net loss attributable to noncontrolling interest

net income (loss) attributable to noncontrolling interest

2,581 ( 3,572 ) ( 1,893 )

Net loss attributable to Snowflake Inc.

Class A common stockholders

common stockholders

$ ( 1,331,616 ) $ ( 1,285,640 ) $ ( 836,097 )

Weighted-average shares used in computing net loss per share attributable to Snowflake Inc.

Class A common stockholders—basic and diluted

common stockholders—basic and diluted

337,493 332,707 328,001

Net loss per share attributable to Snowflake Inc.

Class A common stockholders—basic and diluted

common stockholders—basic and diluted

$ ( 3.95 ) $ ( 3.86 ) $ ( 2.55 )

No Class B common stock was outstanding during any periods presented.

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):

common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):

Fiscal Year Ended January 31,

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RSUs 21,537 24,790 20,957

Stock options 21,653 27,369 35,854

Shares underlying the conversion option in the Notes 14,603 14,603 —

Unvested restricted common stock and early exercised stock options

Stock options 13,766 21,653 27,369

Unvested restricted common stock

Total 50,876 62,436 49,281

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The effect of the Capped Calls was also excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A common stockholders as the effect of the Capped Calls would have been anti-dilutive.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the relevant series of the Notes.

common stockholders as the effect of the Capped Calls would have been anti-dilutive.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the relevant series of the Notes.

See Note 10, “Convertible Senior Notes,” for further details.

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Related Party Transactions

A member of the Company’s board of directors currently serves as the Chief Executive Officer of a privately-held company (Related Party), which has been the Company’s customer since 2018.

In January 2024, the Company renewed its customer agreement with the Related Party for a term of two years with a total contract value of $ 22.5 million.

In November 2024, an additional customer agreement was entered into with the Related Party for a term of 13 months with a total contract value of $ 1.5 million.

With respect to the Related Party, the Company recognized $ 12.9 million, $ 6.8 million, and $ 3.7 million of revenue for the fiscal years ended January 31, 2025, 2024 and 2023, respectively, and had an accounts receivable balance due from the Related Party of $ 1.8 million and $ 5.0 million as of January 31, 2025 and 2024, respectively.

In March 2024, as a minority investor, the Company made a strategic investment of approximately $ 5.0 million by purchasing non-marketable equity securities issued by the Related Party.

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Subsequent Event

Subsequent to January 31, 2025, and through March 21, 2025, the Company repurchased 3.2 million shares of its outstanding common stock for an aggregate purchase price of $ 490.6 million, excluding transaction costs associated with the repurchases, at a weighted-average price of $ 152.63 per share.

All repurchases were made in open market transactions.

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Jeremy Burton, a former member of the Company’s board of directors who served from March 2016 to January 2026, served as the chief executive officer and a member of the board of directors of Observe, Inc.

(Observe), a privately-held company, until February 2, 2026.

Observe had been the Company’s customer since 2018.

In January 2024, the Company renewed its customer agreement with Observe for a term of two years with a total contract value of $ 22.5 million.

In November 2024, an additional customer agreement was entered into with Observe for a term of 13 months with a total contract value of $ 1.5 million.

In July 2025, the Company entered into an additional customer agreement with Observe for a term of three years with a total contract value of $ 67.5 million.

In August 2025, the Company also entered into a vendor agreement with Observe for a term of five months with a total contract value of $ 1.1 million.

With respect to Observe, the Company recognized $ 24.6 million, $ 12.9 million, and $ 6.8 million of revenue for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

As of January 31, 2026 and 2025, the Company did not have material accounts receivable balance due from Observe.

During the fiscal years ended January 31, 2026 and 2025, as a minority investor, the Company made strategic investments of $ 20.0 million and $ 5.0 million, respectively, by purchasing non-marketable equity securities issued by Observe.

On February 2, 2026, the Company acquired the remaining ownership interest of Observe.

See Note 16, “Subsequent Events,” for further details.

Subsequent Events

Business Combination

On February 2, 2026, the Company acquired all the outstanding capital stock of Observe, a privately-held company that built an AI-powered observability platform.

The Company acquired Observe primarily for its developed technology and talent.

The transaction will be accounted for as a business combination.

Prior to this business combination, the Company held a noncontrolling equity interest in Observe, which was accounted for using the Measurement Alternative with a carrying amount of $ 25.0 million (Previously Held Observe Equity Interest).

Accordingly, the Company remeasured the Previously Held Observe Equity Interest at the date of the acquisition and recognized a loss of $ 2.2 million, which will be recorded in other income (expense), net on the Company’s condensed consolidated statement of operations for the three months ending April 30, 2026.

The acquisition date fair value of the preliminary purchase consideration was approximately $ 596.2 million, which was comprised of the following (in thousands), subject to the finalization of certain customary purchase price adjustments:

Estimated Fair Value

Common stock (1)

Fair value of previously held equity interest (2)

Settlement of preexisting relationships (3)

________________

(1) Approximately 1.5 million shares of the Company’s common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ 190.68 per share on the acquisition date.

(2) The amount was determined based on the closing market price of $ 190.68 per share on the acquisition date.

(3) The amount represents the effective settlement of outstanding receivables and payables between the Company and Observe.

No gain or loss was recognized upon settlement as amounts were determined to be reflective of fair market value.

Additionally, $ 212.0 million in RSUs were granted under the 2020 Plan for continuing employees attributable to post-combination services, and will be recognized as stock-based compensation over the requisite service period of two or four years .

Acquisition-related costs, recorded as general and administrative expenses, associated with this business combination were not material during the fiscal year ended January 31, 2026.

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As discussed in Note 15, “Related Party Transactions,” prior to this business combination, Mr.

Burton, a former member of the Company’s board of directors, served as the chief executive officer and a member of the board of directors of Observe.

The company is currently evaluating the purchase price allocation for the transaction.

Given the limited time since the acquisition date, it is not practicable to disclose the initial accounting, including the purchase price allocation, or unaudited pro forma combined financial information for this transaction at the time of this filing.

Operating Leases

As set forth in Note 11, “Commitments and Contingencies,” in February 2026, the Company entered into agreements for new office facilities located in the United States and Germany, with a total commitment of $ 85 million, net of tenant incentives expected to be received.

These leases will commence on various dates starting in fiscal 2027 with lease terms ranging from 7.2 years to 12.3 years.

The Company will recognize the related right-of-use assets and lease liabilities, which have not yet been determined, at the respective lease commencement dates.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data