2 unchanged sentences
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of January 31, 2026.
−Removed: Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
14 unchanged sentences
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
−Removed: Tab le of Contents
+Added: Tabl e of Contents
OTHER INFORMATION
−Removed: Trading Plans
During our last fiscal quarter, our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of the Company’s securities as set forth in the table below.
Trading Arrangement
−Removed: Action Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Class A Common Stock Subject to Trading Arrangement
+Added: Action Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Common Stock Subject to Trading Arrangement
Expiration Date
1 unchanged sentence
December 26, 2025 X
−Removed: March 31, 2026
−Removed: Christopher W.
−Removed: Degnan , Chief Revenue Officer
−Removed: December 20, 2024 X
April 1, 2027
−Removed: Speiser , Director
−Removed: December 27, 2024 X
−Removed: 1,217,784 March 31, 2027
+Added: Vivek Raghunathan , SVP, Engineering and Support
+Added: Adopted December 31, 2025 X
+Added: April 1, 2027
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
−Removed: (1) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan is expected to be different due to:
−Removed: (i) our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units;
−Removed: (ii) the amount of restricted stock units acquired following determination of the achievement of pre-established financial performance goals for fiscal year 2025;
−Removed: and (iii) the amount of whole shares distributed in connection with the vesting of restricted stock units due to rounding.
−Removed: (2) The trading arrangement provides for gifts of up to 34,500 shares of our common stock.
−Removed: Changes to Compensatory Arrangements
−Removed: On March 19, 2025, we entered into a letter agreement and a consulting agreement attached as an exhibit thereto with Christopher W.
−Removed: Degnan (collectively, the Transition and Consulting Agreements), setting forth the terms of Mr.
−Removed: Degnan’s continued employment with us and his subsequent advisory role following his resignation as our Chief Revenue Officer on March 14, 2025 (Transition Date).
−Removed: The Transition and Consulting Agreements provide that, among other things:
−Removed: (i) during the period beginning on the Transition Date and ending on the last day of his employment, which will be no later than December 31, 2025 (Separation Date), Mr.
−Removed: Degnan will continue to be employed and will continue to receive his salary and remain eligible for participation in our corporate bonus plan and standard benefits, and his outstanding equity awards will continue to vest, (ii) subject to the conditions set forth therein, in the event that the Separation Date occurs before December 31, 2025, Mr.
−Removed: Degnan will be entitled to certain severance benefits, and (iii) following the Separation Date, Mr.
−Removed: Degnan will serve as an independent contractor for a six-month term and his outstanding equity awards will continue to vest in accordance with their terms during such period.
−Removed: The foregoing description of the Transition and Consulting Agreements does not purport to be complete and is qualified in its entirety by reference to the Transition and Consulting Agreements, which are attached hereto as Exhibit 10.20 and are incorporated herein by reference.
+Added: (1) Adopted pursuant to Rule 10b5-1(c)(1)(ii)(D)(2).
+Added: (2) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan is expected to be different due to (i) our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units, (ii) the amount of restricted stock units acquired following determination of the achievement of pre-established financial performance goals for fiscal year 2026, and/or (iii) the amount of whole shares distributed in connection with the vesting of restricted stock units due to rounding, as applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
−Removed: Tab le of Contents
+Added: Tabl e of Contents
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
10 unchanged sentences
The information required by this item is incorporated by reference to the 2026 Proxy Statement.
−Removed: Tab le of Contents
+Added: Tabl e of Contents
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
12 unchanged sentences
Amended and Restated Bylaws of Snowflake Inc.
−Removed: Certificate of Retirement.
−Removed: 8-K 001-39504 3.1 3/3/2021
−Removed: Form of Class A Common Stock Certificate.
−Removed: S-1/A 333-248280 4.1 9/8/2020
+Added: Form of Common Stock Certificate.
+Added: 001-39504 4.1 9/5/2025
Description of Securities.
−Removed: 10-K 001-39504 4.3 3/30/2022
Indenture, dated as of September 27, 2024, by and between Snowflake Inc.
1 unchanged sentence
001-39504 4.1
−Removed: First Supplement al I ndenture, dated as of November 22 , 2024, by and between Snowflake Inc.
+Added: First Supplemental Indenture, dated as of November 22, 2024, by and between Snowflake Inc.
Bank Trust Company, National Association, as Trustee.
001-39504 4.5
−Removed: Form of Global Note, re pre senting Snowflake Inc.
−Removed: ’ s 0 % Convertible Se nior Notes due 2027 (inc luded as Exhibit A to the Indenture filed as Exhibit 4.3).
+Added: Second Supplemental Indenture, dated as of July 3, 2025, by and between Snowflake Inc.
+Added: Bank Trust Company, National Association, as Trustee.
+Added: 10-Q 001-39504
+Added: Form of Global Note, representing Snowflake Inc.’s 0% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.3).
001-39504 4.2
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001-39504 4.6
+Added: Second Supplemental Indenture, dated as of July 3, 2025, by and between Snowflake Inc.
+Added: Bank Trust Company, National Association, as Trustee.
Form of Global Note, representing Snowflake Inc.’s 0% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.7).
5 unchanged sentences
S-1 333-248280 10.4 8/24/2020
+Added: Tabl e of Contents
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan.
5 unchanged sentences
001-39504 10.2
−Removed: Tab le of Contents
−Removed: Form s of Gl obal RSU Award Grant N otice and Glo bal Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.
+Added: Forms of Global RSU Award Grant Notice and Global Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.
Snowflake Inc.
7 unchanged sentences
Confirmatory Offer Letter by and between Snowflake Inc.
−Removed: and Frank Slootman, dated August 23, 2023.
−Removed: Confirmatory Offer Letter by and between Snowflake Inc.
−Removed: and Michael P.
−Removed: Scarpelli, dated August 23, 2023.
−Removed: Confirmatory Offer Letter by and between Snowflake Inc.
−Removed: and Christopher W.
−Removed: Degnan, dated August 23, 2023.
−Removed: Confirmatory Offer Letter by and between Snowflake Inc.
and Benoit Dageville, dated August 23, 2023.
1 unchanged sentence
and Christian Kleinerman, dated August 23, 2023.
−Removed: Confirmatory Offer Letter by and between Sn owflake Inc.
−Removed: and Viv ek Raghunathan, dated Se ptember 26, 2024.
+Added: Confirmatory Offer Letter by and between Snowflake Inc.
+Added: and Vivek Raghunathan, dated September 26, 2024.
001-39504 10.2
−Removed: Offer Letter by an d between Snowflake Inc.
+Added: Offer Letter by and between Snowflake Inc.
and Michael Gannon, dated March 4, 2025.
+Added: Offer Le tter by and between Snowflake Inc.
+Added: and Brian Robins, da ted August 2 7, 2025.
Severance and Change in Control Plan and related participation agreement.
+Added: Cash Incentive Bonus Plan.
Amended and Restated Non-Employee Director Compensation Policy.
3 unchanged sentences
Scarpelli, dated February 25, 2025.
−Removed: Letter Agreement and Consulting Agreement between Snowflake Inc.
−Removed: and Christopher W.
−Removed: Degnan, date d March 19 , 2025.
−Removed: Cash Incentive Bonus Plan.
−Removed: S-1 333-248280 10.19 8/24/2020
−Removed: Form of C onfirmation for Capped Call Tr ansactions.
+Added: Form of Confirmation for Capped Call Transactions.
001-39504 10.1
−Removed: Insider Trading Po licy
+Added: Insider Trading Policy
List of Subsidiaries of Snowflake Inc.
9 unchanged sentences
001-39504 97.1
−Removed: Tab le of Contents
+Added: Tabl e of Contents
The following financial information from Snowflake Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes:
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FORM 10-K SUMMARY
−Removed: Tab le of Contents
+Added: Tabl e of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
5 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Michael P.
+Added: /s/ Brian Robins
Chief Financial Officer
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(Principal Accounting Officer)
−Removed: Tab le of Contents
+Added: Tabl e of Contents
POWER OF ATTORNEY
−Removed: Each person whose signature appears below constitutes and appoints Sridhar Ramaswamy, Michael P.
−Removed: Scarpelli, Emily Ho, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: Each person whose signature appears below constitutes and appoints Sridhar Ramaswamy, Brian Robins, Emily Ho, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
5 unchanged sentences
Sridhar Ramaswamy
−Removed: /s/ Michael P.
−Removed: Scarpelli Chief Financial Officer
+Added: /s/ Brian Robins
+Added: Chief Financial Officer
( Principal Financial Officer )
12 unchanged sentences
Teresa Briggs
−Removed: /s/ Jeremy Burton Director March 21, 2025
−Removed: Jeremy Burton
Garrett Director March 20, 2026
1 unchanged sentence
Director March 20, 2026
+Added: /s/ William F.
+Added: Director March 20, 2026
/s/ Michael L.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.