Snowflake Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 84 Consolidated Balance Sheets 86 Consolidated Statements of Operations 87 Consolidated Statements of Comprehensive Loss 88 Consolidated Statements of Stockholders’ Equity 89 Consolidated Statements of Cash Flows 90 Notes to Consolidated Financial Statements 92 83 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Snowflake Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Snowflake Inc. and its subsidiaries (the “Company”) as of January 31, 2026 and 2025, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 84 Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Capacity Arrangements As described in Note 2 to the consolidated financial statements, the Company delivers its platform over the internet as a service. The Company’s customers consume the platform typically under capacity arrangements, in which customers commit to a certain amount of consumption at specified prices. Management recognizes revenue as customers consume compute, storage, and data transfer resources. The Company’s total revenue for the year ended January 31, 2026 was $4.7 billion, of which a significant portion is recognized under capacity arrangements. The principal considerations for our determination that performing procedures relating to revenue recognition - capacity arrangements is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence related to revenue recognized under capacity arrangements. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. 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, and usage records. /s/ PricewaterhouseCoopers LLP San Jose, California March 20, 2026 We have served as the Company’s auditor since 2019. 85 Tabl e of Contents SNOWFLAKE INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) January 31, 2026 January 31, 2025 Assets Current assets: Cash and cash equivalents $ 2,828,163 $ 2,628,798 Short-term investments 1,201,523 2,008,873 Accounts receivable, net 1,303,740 922,805 Deferred commissions, current 214,058 97,662 Prepaid expenses and other current assets 195,128 211,234 Total current assets 5,742,612 5,869,372 Long-term investments 755,013 656,476 Property and equipment, net 248,611 296,393 Operating lease right-of-use assets 274,897 359,439 Goodwill 1,194,367 1,056,559 Intangible assets, net 246,916 278,028 Deferred commissions, non-current 241,759 183,967 Other assets 428,320 333,704 Total assets $ 9,132,495 $ 9,033,938 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 145,559 $ 169,767 Accrued expenses and other current liabilities 879,537 515,454 Operating lease liabilities, current 49,598 35,923 Deferred revenue, current 3,346,997 2,580,039 Total current liabilities 4,421,691 3,301,183 Convertible senior notes, net 2,279,827 2,271,529 Operating lease liabilities, non-current 411,689 377,818 Deferred revenue, non-current 14,440 15,501 Other liabilities 80,746 61,264 Total liabilities 7,208,393 6,027,295 Commitments and contingencies (Note 11) Stockholders’ equity: Preferred stock; $ 0.0001 par value per share; 200,000 shares authorized, zero shares issued and outstanding as of each of January 31, 2026 and 2025 — — Common stock; $ 0.0001 par value per share; 2,500,000 Class A shares authorized; 344,317 and 334,301 shares issued as of January 31, 2026 and 2025, respectively; 343,918 and 333,865 shares outstanding as of January 31, 2026 and 2025, respectively; 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) 34 34 Treasury stock, at cost; 399 shares and 436 shares held as of January 31, 2026 and 2025, respectively ( 54,488 ) ( 59,505 ) Additional paid-in capital 11,469,468 10,355,211 Accumulated other comprehensive income (loss) 3,337 ( 2,236 ) Accumulated deficit ( 9,494,249 ) ( 7,293,575 ) Total Snowflake Inc. stockholders’ equity 1,924,102 2,999,929 Noncontrolling interest — 6,714 Total stockholders’ equity 1,924,102 3,006,643 Total liabilities and stockholders’ equity $ 9,132,495 $ 9,033,938 ________________ (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. 86 Tabl e of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Fiscal Year Ended January 31, 2026 2025 2024 Revenue $ 4,683,946 $ 3,626,396 $ 2,806,489 Cost of revenue 1,537,805 1,214,673 898,558 Gross profit 3,146,141 2,411,723 1,907,931 Operating expenses: Sales and marketing 2,062,137 1,672,092 1,391,747 Research and development 1,969,472 1,783,379 1,287,949 General and administrative 549,697 412,262 323,008 Total operating expenses 4,581,306 3,867,733 3,002,704 Operating loss ( 1,435,165 ) ( 1,456,010 ) ( 1,094,773 ) Interest income 190,556 209,009 200,663 Interest expense ( 8,298 ) ( 2,759 ) — Other income (expense), net ( 59,003 ) ( 35,339 ) 44,887 Loss before income taxes ( 1,311,910 ) ( 1,285,099 ) ( 849,223 ) Provision for (benefit from) income taxes 17,125 4,113 ( 11,233 ) Net loss ( 1,329,035 ) ( 1,289,212 ) ( 837,990 ) Less: net income (loss) attributable to noncontrolling interest 2,581 ( 3,572 ) ( 1,893 ) Net loss attributable to Snowflake Inc. $ ( 1,331,616 ) $ ( 1,285,640 ) $ ( 836,097 ) Net loss per share attributable to Snowflake Inc. 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. common stockholders—basic and diluted (1) 337,493 332,707 328,001 ________________ (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,” and Note 14, “Net Loss per Share,” for further details. See accompanying notes to consolidated financial statements. 87 Tabl e of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 Net loss $ ( 1,329,035 ) $ ( 1,289,212 ) $ ( 837,990 ) 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 Other 112 ( 28 ) — Total other comprehensive income 5,573 5,984 30,052 Comprehensive loss ( 1,323,462 ) ( 1,283,228 ) ( 807,938 ) Less: comprehensive income (loss) attributable to noncontrolling interest 2,581 ( 3,572 ) ( 1,893 ) Comprehensive loss attributable to Snowflake Inc. $ ( 1,326,043 ) $ ( 1,279,656 ) $ ( 806,045 ) See accompanying notes to consolidated financial statements. 88 Tabl e of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except per share data) Common Stock (1)(2) Treasury Stock (2) Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Snowflake Inc. Stockholders’ Equity Noncontrolling Interest Total Stockholders’ Equity Shares Amount Shares Amount BALANCE—January 31, 2023 323,305 $ 32 — $ — $ 8,210,750 $ ( 38,272 ) $ ( 2,716,074 ) $ 5,456,436 $ 12,179 $ 5,468,615 Issuance of common stock upon exercise of stock options 8,355 1 — — 57,162 — — 57,163 — 57,163 Issuance of common stock under employee stock purchase plan 516 — — — 61,234 — — 61,234 — 61,234 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 — — — — — — — — — Vesting of early exercised stock options — — — — 163 — — 163 — 163 Vesting of restricted stock units 6,804 1 — — ( 1 ) — — — — — 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 Other comprehensive income — — — — — 30,052 — 30,052 — 30,052 Net loss — — — — — — ( 836,097 ) ( 836,097 ) ( 1,893 ) ( 837,990 ) BALANCE—January 31, 2024 334,453 34 ( 492 ) ( 67,140 ) $ 9,331,238 ( 8,220 ) ( 4,075,604 ) 5,180,308 10,286 5,190,594 Issuance of common stock upon exercise of stock options 6,593 — — — 44,697 — — 44,697 — 44,697 Issuance of common stock under employee stock purchase plan 660 — — — 77,053 — — 77,053 — 77,053 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 ) 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 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 Other comprehensive income — — — — — 5,984 — 5,984 — 5,984 Net loss — — — — — — ( 1,285,640 ) ( 1,285,640 ) ( 3,572 ) ( 1,289,212 ) BALANCE—January 31, 2025 334,301 34 ( 436 ) ( 59,505 ) 10,355,211 ( 2,236 ) ( 7,293,575 ) 2,999,929 6,714 3,006,643 Issuance of common stock upon exercise of stock options 7,880 — — — 84,145 — — 84,145 — 84,145 Issuance of common stock under employee stock purchase plan 817 — — — 88,123 — — 88,123 — 88,123 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 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 ) — — — — — 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 — — — — — 5,573 — 5,573 — 5,573 Net income (loss) — — — — — — ( 1,331,616 ) ( 1,331,616 ) 2,581 ( 1,329,035 ) BALANCE—January 31, 2026 344,317 $ 34 ( 399 ) $ ( 54,488 ) $ 11,469,468 $ 3,337 $ ( 9,494,249 ) $ 1,924,102 $ — $ 1,924,102 ________________ (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 table above. See Note 7, “Business Combinations,” and Note 12, “Equity,” for further details. See accompanying notes to consolidated financial statements. 89 Tabl e of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Fiscal Year Ended January 31, 2026 2025 2024 Cash flows from operating activities: Net loss $ ( 1,329,035 ) $ ( 1,289,212 ) $ ( 837,990 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 220,443 182,508 119,903 Non-cash operating lease costs 66,463 59,943 52,892 Amortization of deferred commissions 140,415 93,128 74,787 Stock-based compensation, net of amounts capitalized 1,599,547 1,479,314 1,168,015 Net accretion of discounts on investments ( 21,813 ) ( 43,434 ) ( 61,525 ) Net realized and unrealized losses (gains) on strategic investments in equity securities 59,895 31,420 ( 46,809 ) Amortization of debt issuance costs 8,298 2,759 — Asset impairment related to office facility exit 108,715 — — Deferred income tax ( 2,337 ) ( 7,671 ) ( 26,762 ) Non-cash restructuring charges (recoveries), net ( 11,159 ) 1,391 — Other ( 1,250 ) 6,029 14,895 Changes in operating assets and liabilities, net of effects of business combinations: Accounts receivable ( 379,969 ) 536 ( 212,083 ) Deferred commissions ( 305,063 ) ( 101,569 ) ( 134,787 ) Prepaid expenses and other assets ( 44,516 ) 29,850 59,795 Accounts payable ( 8,299 ) 108,852 19,212 Accrued expenses and other liabilities 393,337 70,876 171,048 Operating lease liabilities ( 26,949 ) ( 47,711 ) ( 40,498 ) Deferred revenue 755,219 382,755 528,029 Net cash provided by operating activities 1,221,942 959,764 848,122 Cash flows from investing activities: Purchases of property and equipment ( 101,628 ) ( 46,279 ) ( 35,086 ) Capitalized software development costs — ( 29,433 ) ( 34,133 ) Cash paid for business combinations, net of cash, cash equivalents, and restricted cash acquired ( 178,850 ) ( 30,305 ) ( 275,706 ) Purchases of intangible assets ( 3,101 ) — ( 28,744 ) Purchases of investments ( 2,040,420 ) ( 2,569,243 ) ( 2,476,206 ) Sales of investments 21,203 64,573 11,266 Maturities and redemptions of investments 2,615,037 2,802,082 3,670,867 Settlement of cash flow hedges — ( 749 ) — Net cash provided by investing activities 312,241 190,646 832,258 Cash flows from financing activities: Proceeds from exercise of stock options 84,130 44,886 57,194 Proceeds from issuance of common stock under employee stock purchase plan 88,123 77,053 61,234 Taxes paid related to net share settlement of equity awards ( 672,867 ) ( 489,149 ) ( 380,799 ) Repurchases of common stock ( 873,537 ) ( 1,932,333 ) ( 591,732 ) Distributions to noncontrolling interest holders ( 9,295 ) — — 90 Tabl e of Contents Fiscal Year Ended January 31, 2026 2025 2024 Payments of deferred purchase consideration for business combinations ( 1,944 ) ( 250 ) — Gross proceeds from issuance of convertible senior notes — 2,300,000 — Cash paid for issuance costs on convertible senior notes — ( 31,230 ) — Purchases of capped calls related to convertible senior notes — ( 195,500 ) — Net cash used in financing activities ( 1,385,390 ) ( 226,523 ) ( 854,103 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 16,832 ( 6,186 ) ( 2,031 ) Net increase in cash, cash equivalents, and restricted cash 165,625 917,701 824,246 Cash, cash equivalents, and restricted cash—beginning of period 2,698,678 1,780,977 956,731 Cash, cash equivalents, and restricted cash—end of period $ 2,864,303 $ 2,698,678 $ 1,780,977 Supplemental disclosures of non-cash investing and financing activities Property and equipment included in accounts payable and accrued expenses $ 17,206 $ 36,061 $ 17,463 Stock-based compensation included in capitalized software development costs $ — $ 38,493 $ 48,181 Issuance of common stock in connection with business combinations $ 13,074 $ 87,706 $ 174,284 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 2,828,163 $ 2,628,798 $ 1,762,749 Restricted cash—included in other assets and prepaid expenses and other current assets 36,140 69,880 18,228 Total cash, cash equivalents, and restricted cash $ 2,864,303 $ 2,698,678 $ 1,780,977 See accompanying notes to consolidated financial statements. 91 Tabl e of Contents SNOWFLAKE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Description of Business Snowflake Inc. (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. 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. Snowflake was incorporated in the state of Delaware on July 23, 2012. 2. Basis of Presentation and Summary of Significant Accounting Policies Fiscal Year The Company’s fiscal year ends on January 31. For example, references to fiscal 2026 refer to the fiscal year ended January 31, 2026. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Principles of Consolidation The consolidated financial statements include the accounts of Snowflake Inc., its wholly-owned subsidiaries, and a majority-owned subsidiary in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated in consolidation. The Company records noncontrolling interest in its consolidated financial statements to recognize the minority ownership interest in its majority-owned subsidiary. Profits and losses of the majority-owned subsidiary are attributed to controlling and noncontrolling interests using the hypothetical liquidation at book value method. Segment Information The Company has a single operating and reportable segment. 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. 92 Tabl e of Contents The following table presents selected financial information with respect to the Company’s single operating segment (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Revenue $ 4,683,946 $ 3,626,396 $ 2,806,489 Cost of revenue and operating expenses: Cost of product revenue (1)(2) 1,260,324 992,069 701,200 Cost of professional services and other revenue (2) 277,481 222,604 197,358 Sales and marketing (2) 2,062,137 1,672,092 1,391,747 Research and development (2) 1,969,472 1,783,379 1,287,949 General and administrative (2) 549,697 412,262 323,008 Interest income ( 190,556 ) ( 209,009 ) ( 200,663 ) Interest expense 8,298 2,759 — Other (income) expense, net 59,003 35,339 ( 44,887 ) Provision for (benefit from) income taxes 17,125 4,113 ( 11,233 ) Net loss $ ( 1,329,035 ) $ ( 1,289,212 ) $ ( 837,990 ) ________________ (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. See Note 12, “Equity,” for details regarding the Company’s stock-based compensation. The measure of segment assets is the total assets on the Company’s consolidated balance sheets. See the Company’s consolidated financial statements for other financial information regarding its operating segment. For information regarding the Company’s revenue by geographic area, see Note 3, “Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations.” The following table presents the Company’s long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area (in thousands): January 31, 2026 January 31, 2025 United States $ 392,566 $ 536,885 Other (1) 130,942 118,947 Total $ 523,508 $ 655,832 ________________ (1) No individual country outside of the United States accounted for more than 10% of the Company’s long-lived assets as of January 31, 2026 and 2025. Use of Estimates 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, 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. These estimates are assessed on a regular basis; however, actual results could differ from these estimates. 93 Tabl e of Contents Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, investments in marketable securities, restricted cash, accounts receivable, and foreign currency forward contracts. The Company maintains its cash, cash equivalents, investments in marketable securities, restricted cash and foreign currency forward contracts with high-quality financial institutions that have investment-grade ratings. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers up to the amounts recorded on the consolidated balance sheets. The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers’ financial conditions. The Company generally does not require collateral from its customers. For information regarding the Company’s significant customers, see Note 3, “Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations.” Foreign Currency The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is primarily the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at period-end exchange rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income (expense), net in the consolidated statements of operations, and have not been material for any of the periods presented. For those subsidiaries with non-U.S. dollar functional currencies, assets and liabilities are translated into U.S. dollars at period-end exchange rates. Revenue and expenses are translated at the average exchange rates during the period. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). Revenue Recognition The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) for all periods presented. The Company delivers its platform over the internet as a service. Customers choose to consume the platform under either capacity arrangements, in which customers commit to a certain amount of consumption at specified prices, or under on-demand arrangements, in which the Company charges for use of the platform monthly in arrears. Under capacity arrangements, from which a majority of revenue is derived, the Company typically bills its customers annually in advance of their consumption. 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. The Company recognizes revenue as customers consume compute, storage, and data transfer resources under either of these arrangements. 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. Pricing for the platform includes embedded support services, data backup and disaster recovery services, as well as future updates, when and if available, offered during the contract term. Customer contracts for capacity typically have a term of one to four years . To the extent customers enter into such contracts and either consume the platform in excess of their capacity commitments or continue to use the platform after expiration of the contract term, they are charged for their incremental consumption. In many cases, customer contracts permit customers to roll over any unused capacity to a subsequent order, generally on the purchase of additional capacity. 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. 94 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. For storage resources, consumption for a given customer is based on the average terabytes per month of all of such customer’s data stored in the platform. For data transfer resources, consumption is based on terabytes of data transferred, the public cloud provider used, and the region to and from which the transfer is executed. The Company’s revenue also includes professional services and other revenue, which consists primarily of consulting, technical solution services, and training related to the platform. Professional services revenue is recognized over time based on input measures, including time and materials costs incurred relative to total costs, with consideration given to output measures, such as contract deliverables, when applicable. Other revenue consists primarily of fees from customer training delivered on-site or through publicly available classes. The Company determines revenue recognition in accordance with ASC 606 through the following five steps: 1) Identify the contract with a customer. The Company considers the terms and conditions of the contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. Customers are allowed to select compute, storage, and data transfer resources separately, at their discretion. 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 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. These options generally do not provide a material right as they are priced at the Company’s SSP, as described below, as the stated discounts are not incremental to the range of discounts typically given. 3) Determine the transaction price. The transaction price is determined based on the consideration the Company expects to receive in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Variable consideration is estimated based on expected value, primarily relying on the Company’s history. In certain situations, the Company may also use the most likely amount as the basis of its estimate. None of the Company’s contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes). 4) Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative SSP basis. The determination of a relative SSP for each distinct performance obligation requires judgment. The Company determines SSP for performance obligations based on an observable standalone selling price when it is available, as well as other factors, including the overall pricing objectives, which take into consideration market conditions and customer-specific factors, including a review of internal discounting tables, the services being sold, the volume of capacity commitments, and other factors. The observable standalone selling price is established based on the price at which products and services are sold separately. 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. 95 Tabl e of Contents 5) Recognize revenue when or as the Company satisfies a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Revenue is recognized when control of the services is transferred to the customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. 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. Allocation of Overhead Costs Overhead costs that are not substantially dedicated for use by a specific functional group are allocated based on headcount. Such costs include costs associated with office facilities, depreciation of property and equipment, information technology (IT) and general recruiting related expenses and other expenses, such as software and subscription services. Cost of Revenue 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 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 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. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred primarily in developing the Company’s platform, amortization of acquired intangible assets, software and subscription services dedicated for use by the Company’s research and development organization, and allocated overhead. Advertising Costs Advertising costs, excluding expenses associated with the Company’s user conferences, are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations. 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. Income Taxes The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining its provision for income taxes and deferred tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. 96 Tabl e of Contents 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. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. 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. 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. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Stock-Based Compensation The Company’s equity awards include stock options, restricted stock unit awards (RSUs), restricted common stock granted to employees, non-employee directors, and other service providers, and stock purchase rights granted under the Employee Stock Purchase Plan (ESPP Rights) to employees. Equity awards are reviewed in determining whether such awards are equity-classified or liability-classified. Stock-based compensation related to equity-classified awards is measured based on the estimated fair value of the awards on the date of grant and generally recognized on a straight-line basis over the requisite service period. The fair value of each stock option granted and ESPP Rights is estimated using the Black-Scholes option-pricing model. The determination of the grant-date fair value using an option-pricing model is affected by the estimated fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over an expected term, actual and projected employee stock option exercise behaviors, the risk-free interest rate for an expected term, and expected dividends. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. 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. 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. The fair value of these awards is estimated using the Monte Carlo simulation model, which requires the use of various assumptions, including the expected stock price volatility and risk-free interest rate. These awards are subsequently remeasured to the fair value at each reporting date until the number of these awards eligible to vest is fixed, at which time these awards will be reclassified to equity. 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. If an award contains a provision whereby vesting is accelerated upon a change in control, such a change in control is considered to be outside of the Company’s control and is not considered probable until it occurs. Forfeitures are accounted for in the period in which they occur. 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. common stockholders. 97 Tabl e of Contents Net Loss Per Share Attributable to Snowflake Inc. Common Stockholders Basic and diluted net loss per share attributable to Snowflake Inc. 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. 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. 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 The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash equivalents. Restricted Cash Restricted cash primarily consists of (i) cash held in a trust that is restricted for use in meeting the Company's general obligations and (ii) collateralized letters of credit established in connection with lease agreements for the Company’s facilities. 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. Investments 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. The Company classifies its marketable debt securities as either short-term or long-term at each balance sheet date based on each instrument’s underlying contractual maturity date. Short-term investments are investments with original maturities of less than one year when purchased. Purchase premiums and discounts are amortized or accreted using the effective interest method over the life of the related security and such amortization and accretion are included in interest income in the consolidated statements of operations. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria is met, the Company further assesses whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit-related unrealized losses are recognized as an allowance on the consolidated balance sheets with a corresponding charge in the other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses and unrealized gains on available-for-sale debt securities are included in accumulated other comprehensive income (loss). 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. 98 Tabl e of Contents Strategic Investments 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. Non-marketable equity securities are recorded at cost and adjusted for observable transactions for the same or similar investments of the same issuer (referred to as the Measurement Alternative) or impairment. For these investments, the Company recognizes remeasurement adjustments, including upward and downward adjustments, and impairments, if any, in other income (expense), net in the consolidated statements of operations. Valuations of privately-held securities are inherently complex due to the lack of readily available market data and require the use of judgment. For example, determining whether an orderly transaction is for an identical or similar investment requires judgment based on the rights and obligations that are attached to the securities. In determining the estimated fair value of these investments, the Company uses the most recent data available to the Company. 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. Fair Value of Financial Instruments The Company’s primary financial instruments include cash equivalents, investments in marketable securities, strategic investments, restricted cash, accounts receivable, derivative assets and liabilities, accounts payable, accrued expenses, and convertible senior notes. The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature. See Note 5, “Fair Value Measurements,” and Note 10, “Convertible Senior Notes,” for information regarding the fair value of the Company’s cash equivalents and investments in marketable securities, strategic investments, and derivative assets and liabilities, as well as the fair value of the Company’s convertible senior notes. Derivative Financial Instruments The Company’s derivative financial instruments, which are carried at fair value on the consolidated balance sheets, consist of foreign currency forward contracts as described below: Non-Designated Hedges— The Company utilizes foreign currency forward contracts to manage its exposure to certain foreign currency exchange risks primarily associated with (i) a portion of its net outstanding monetary assets and liabilities positions and (ii) certain intercompany balances denominated in currencies other than the U.S. dollar. These foreign currency forward contracts have maturities of twelve months or less and are not designated as hedging instruments (Non-Designated Hedges). As such, all changes in the fair value of these derivative instruments are recorded in other income (expense), net on the consolidated statements of operations, and are intended to offset the foreign currency transaction gains or losses associated with the underlying balances being hedged. Cash flows at settlement of such foreign currency forward contracts are classified as operating activities in the consolidated statement of cash flows. 99 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. The effectiveness of the cash flow hedges is assessed quantitatively using regression at inception and at each reporting date. The effective portion of these foreign currency forward contracts’ gains and losses resulting from changes in fair value is recorded in accumulated other comprehensive income (loss) on the consolidated balance sheets, and subsequently reclassified into the same line items on the Company’s consolidated statements of operations as the underlying hedged forecasted transactions in the same period that such transactions affect earnings. In the event the underlying forecasted transactions do not occur, or it becomes probable that they will not occur within the defined hedge period, the gains or losses on the related cash flow hedges are reclassified immediately from accumulated other comprehensive income (loss) to net income (loss) in the Company’s consolidated financial statements. 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. Accounts Receivable, Net Accounts receivable include billed and unbilled receivables, net of allowance for credit losses. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. The allowance for credit losses is estimated based on the Company’s assessment of the collectibility of accounts receivable by considering various factors, including the age of each outstanding invoice, the collection history of each customer, historical write-off experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectibility by reviewing accounts receivable on an aggregate basis when similar characteristics exist and on an individual basis when specific customers with collectibility issues are identified. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. 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. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. 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 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. 100 Tabl e of Contents 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, generally ranging from three to seven years . Leasehold improvements are amortized over the shorter of estimated useful life or the remaining lease term. Expenses that improve an asset or extend its remaining useful life are capitalized. Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred. Cost and accumulated depreciation and amortization of fully depreciated property and equipment are removed from the Company’s consolidated balance sheets when they are no longer in use. Deferred Commissions The Company capitalizes incremental costs of obtaining a contract with a customer if such costs are recoverable. Such costs consist primarily of (i) sales commissions earned upon the origination, expansion, or renewal of customer contracts by the Company’s sales force, and the associated payroll taxes and fringe benefits, and (ii) certain referral fees earned by third parties (collectively, Commission Costs). Commission Costs for new customer or customer expansion contracts that are not commensurate with those for renewal contracts are capitalized and then amortized over a period of benefit determined to be five years . The Company determined the period of benefit by taking into consideration the length of terms in its customer contracts, life of the technology, and other factors. Commission Costs for renewal contracts, as well as Commission Costs for new customer or customer expansion contracts that are commensurate with those for renewal contracts, are capitalized and then amortized over the respective weighted-average contractual term of the related contracts. Amounts expected to be amortized within one year of the balance sheet date are recorded as deferred commissions, current, and the remaining portion is recorded as deferred commissions, non-current, on the consolidated balance sheets. Amortization expense is included in sales and marketing expenses in the consolidated statements of operations. In addition to the Commission Costs, the Company’s sales force earns sales commissions based on the level of the customers’ consumption of the Company’s platform. These commissions are not considered incremental costs and are expensed in the same period as they are earned. Deferred commissions are periodically analyzed for impairment. There were no impairment losses relating to the deferred commissions for all periods presented. Leases The Company determines if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. Lease classification is determined at the lease commencement date. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current, and operating lease liabilities, non-current on the consolidated balance sheets. The Company did not have any material finance leases for all periods presented. 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. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of the fixed payments under the arrangement, less any lease incentives. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor to the extent the charges are variable. The Company uses an estimate of its incremental borrowing rate (IBR) based on the information available at the lease commencement date in determining the present value of lease payments, unless the implicit rate is readily determinable. In determining the appropriate IBR, the Company considers various factors, including, but not limited to, its credit rating, the lease term, and the currency in which the arrangement is denominated. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not separate non-lease components from lease components for its facility asset portfolio. In addition, the Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. 101 Tabl e of Contents 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 or the decision to cease using a leased facility prior to the end of the minimum lease term. The Company recognizes sublease income on a straight-line basis over the sublease term. Sublease income is recorded as a reduction to the Company’s operating lease costs. Business Combinations The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. When the Company acquires a business, the purchase consideration is allocated to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Estimates used in valuing certain intangible assets include, but are not limited to, time and resources required to recreate the assets acquired. These estimates are based on information obtained from the management of the acquired companies, the Company’s assessment of the information, and historical experience. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period of up to one year from the acquisition date, the Company may record adjustments to the preliminary fair value of the assets acquired and liabilities assumed with a corresponding offset to goodwill for these business combinations. 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 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. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. Goodwill and indefinite-lived intangible assets are not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill. The Company did not recognize any impairment of goodwill for all periods presented. Convertible Senior Notes The Company accounts for each series of its convertible senior notes as a liability in its entirety, measured at amortized cost. Debt issuance costs incurred in connection with the issuance of the Company’s convertible senior notes are reflected in the consolidated balance sheets as a direct deduction from the carrying amount of the outstanding convertible senior notes. These costs are amortized using the effective interest rate method over the terms of the convertible senior notes and are included within interest expense on the consolidated statements of operations. In connection with the convertible senior notes offering, the Company entered into privately negotiated capped call transactions relating to each series of convertible senior notes with certain counterparties. The capped call transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the relevant series of convertible senior 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, with such reduction and/or offset subject to a cap. See Note 10, “Convertible Senior Notes,” for further details. 102 Tabl e of Contents Deferred Revenue The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Capacity arrangements are generally billed and paid in advance of satisfaction of performance obligations, and the Company’s on-demand arrangements are billed in arrears generally on a monthly basis. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to consideration for capacity arrangements. Deferred revenue relating to the Company’s capacity arrangements that have a contractual expiration date of less than 12 months are classified as current. For capacity arrangements that have a contractual expiration date of greater than 12 months, the Company apportions deferred revenue between current and non-current based upon an assumed ratable consumption of these capacity arrangements over the entire term of the arrangement, even though it does not recognize revenue ratably over the term of the contract as customers have flexibility in their consumption and revenue is generally recognized on consumption. In addition, in many cases, the Company’s customer contracts also permit customers to roll over any unused capacity to a subsequent order, generally on the purchase of additional capacity. As such, the current or non-current classification of deferred revenue may not reflect the actual timing of revenue recognition. Recently Adopted Accounting Pronouncement In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires annual disclosure on disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This guidance is effective for the Company for its fiscal year beginning February 1, 2025 on a prospective basis. Early adoption and retrospective application are permitted. 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. Early adoption is permitted. 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. 103 Tabl e of Contents 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. 3. Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations Disaggregation of Revenue Revenue consists of the following (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Product revenue $ 4,472,317 $ 3,462,422 $ 2,666,849 Professional services and other revenue 211,629 163,974 139,640 Total $ 4,683,946 $ 3,626,396 $ 2,806,489 Revenue by geographic area, based on the location of the Company’s customers (or end-customers under reseller arrangements), was as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Americas: United States $ 3,523,974 $ 2,761,664 $ 2,166,448 Other Americas (1) 125,278 101,943 72,784 EMEA (1)(2) 763,650 574,748 432,634 Asia-Pacific and Japan (1) 271,044 188,041 134,623 Total $ 4,683,946 $ 3,626,396 $ 2,806,489 ________________ (1) No individual country in these areas represented more than 10% of the Company’s revenue for all periods presented. (2) Includes Europe, the Middle East and Africa. Accounts Receivable, Net The Company’s allowance for credit losses was not material as of each of January 31, 2026 and 2025. Significant Customers For purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. As of January 31, 2026 and 2025, there were no customers that represented 10% or more of the Company’s accounts receivable, net balance. 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. 104 Tabl e of Contents Deferred Revenue 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 Remaining performance obligations (RPO) represent the amount of contracted future revenue that has not yet been recognized, including (i) deferred revenue and (ii) non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s RPO excludes performance obligations from on-demand arrangements as there are no minimum purchase commitments associated with these arrangements, and certain time and materials contracts that are billed in arrears. Portions of RPO that are not yet invoiced and are denominated in foreign currencies are revalued into U.S. dollars each period based on the applicable period-end exchange rates. 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. 4. Cash Equivalents, Investments, and Strategic Investments Cash Equivalents and Investments The following is a summary of the Company’s cash equivalents, short-term investments, and long-term investments on the consolidated balance sheets (in thousands): January 31, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 1,752,777 $ — $ — $ 1,752,777 Time deposits 108,727 — — 108,727 U.S. 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 Investments: Corporate notes and bonds 1,382,374 4,473 ( 11 ) 1,386,836 U.S. government and agency securities 484,453 961 ( 14 ) 485,400 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 ) $ 3,955,834 105 Tabl e of Contents January 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 1,741,089 $ — $ — $ 1,741,089 U.S. 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 2,251,048 92 — 2,251,140 Investments: Corporate notes and bonds 1,559,893 2,177 ( 1,520 ) 1,560,550 U.S. government and agency securities 609,937 528 ( 727 ) 609,738 Commercial paper 307,752 142 ( 38 ) 307,856 Certificates of deposit 187,112 97 ( 4 ) 187,205 Total investments 2,664,694 2,944 ( 2,289 ) 2,665,349 Total cash equivalents and investments $ 4,915,742 $ 3,036 $ ( 2,289 ) $ 4,916,489 The Company included $ 16.9 million and $ 23.6 million of interest receivable in prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2026 and 2025, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of January 31, 2026 and 2025 because such potential losses were not material. As of January 31, 2026, the contractual maturities of the Company’s available-for-sale marketable debt securities did not exceed 36 months. The estimated fair values of available-for-sale marketable debt securities, classified as short-term or long-term investments on the Company’s consolidated balance sheets, by remaining contractual maturity, are as follows (in thousands): January 31, 2026 Estimated Fair Value Due within 1 year $ 1,201,523 Due in 1 year to 3 years 755,013 Total $ 1,956,536 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 each of January 31, 2026 and 2025. 106 Tabl e of Contents 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 ________________ (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. 107 Tabl e of Contents 5. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Inputs: 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. 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): Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 1,752,777 $ — $ — $ 1,752,777 Time deposits — 108,727 — 108,727 U.S. 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: Corporate notes and bonds — 860,872 — 860,872 U.S. government and agency securities — 256,351 — 256,351 Certificates of deposit — 65,689 — 65,689 Commercial paper — 18,611 — 18,611 Long-term investments: Corporate notes and bonds — 525,964 — 525,964 U.S. government and agency securities — 229,049 — 229,049 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 Liabilities: Derivative liabilities—included in accrued expenses and other current liabilities: Foreign currency forward contracts $ — $ ( 2,141 ) $ — $ ( 2,141 ) Total liabilities $ — $ ( 2,141 ) $ — $ ( 2,141 ) 108 Tabl e of Contents 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): Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 1,741,089 $ — $ — $ 1,741,089 U.S. 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: Corporate notes and bonds — 1,059,181 — 1,059,181 U.S. government and agency securities — 456,673 — 456,673 Commercial paper — 307,856 — 307,856 Certificates of deposit — 185,163 — 185,163 Long-term investments: Corporate notes and bonds — 501,369 — 501,369 U.S. government and agency securities — 153,065 — 153,065 Certificates of deposit — 2,042 — 2,042 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 Liabilities: Derivative liabilities—included in accrued expenses and other current liabilities: Foreign currency forward contracts $ — $ ( 1,639 ) $ — $ ( 1,639 ) Total liabilities $ — $ ( 1,639 ) $ — $ ( 1,639 ) The Company determines the fair value of its security holdings based on pricing from the Company’s service providers and market prices from industry-standard independent data providers. 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. 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 Foreign currency forward contracts not designated as hedging instruments $ 228,997 $ 222,027 Foreign currency forward contracts designated as cash flow hedges 86,992 — Total derivative financial instruments $ 315,989 $ 222,027 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. 109 Tabl e of Contents 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. 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. 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. 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): January 31, 2026 January 31, 2025 Leasehold improvements $ 133,374 $ 97,324 Computers, equipment, and software 69,213 49,575 Furniture and fixtures 32,548 25,473 Capitalized software development costs 231,131 209,684 Construction in progress—capitalized software development costs 4,973 28,672 Construction in progress—other 17,274 39,106 Total property and equipment, gross 488,513 449,834 Less: accumulated depreciation and amortization (1) ( 239,902 ) ( 153,441 ) Total property and equipment, net $ 248,611 $ 296,393 ________________ (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 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. 110 Tabl e of Contents 7. Business Combinations Fiscal 2026 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 (in years) Cash $ 221 Accounts receivable 4,323 Developed technology intangible asset 46,000 5 Customer relationships intangible assets 12,000 1.6 Deferred revenue ( 12,028 ) Other net tangible liabilities ( 883 ) Deferred tax liabilities, net (1) ( 3,324 ) Total identifiable net assets 46,309 Goodwill 118,142 Total purchase consideration $ 164,451 ________________ (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. 111 Tabl e of Contents 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): Pro Forma Fiscal Year Ended January 31, 2026 2025 (unaudited) 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. Fiscal 2025 Datavolo, Inc. On November 25, 2024, the Company acquired all of the outstanding capital stock of Datavolo, Inc. (Datavolo), a privately-held company that built a dataflow infrastructure to support the creation, management, and observability of multimodal data pipelines for enterprise AI. The Company acquired Datavolo for its developed technology and talent. The Company has accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $ 106.8 million, which was comprised of the following (in thousands): Estimated Fair Value Cash $ 19,096 Common stock (1) 87,706 Total $ 106,802 ________________ (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. 112 Tabl e of Contents 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. 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 . 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 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 (in thousands) Estimated Useful Life (in years) Cash and cash equivalents $ 5,916 Short-term investments 7,734 Developed technology intangible asset 35,000 5 Other net tangible liabilities ( 990 ) Deferred tax liabilities, net (1) ( 6,803 ) Total identifiable net assets 40,857 Goodwill 65,945 Total purchase consideration $ 106,802 ________________ (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 developed technology intangible asset was 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 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 2025 Business Combinations During the fiscal year ended January 31, 2025, the Company completed acquisitions of two privately-held companies for an aggregate of $ 19.2 million in cash. The Company has accounted for these transactions as business combinations. 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. 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. 113 Tabl e of Contents Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Datavolo, as if Datavolo had been acquired as of February 1, 2023 (in thousands): Pro Forma Fiscal Year Ended January 31, 2025 2024 (unaudited) Revenue $ 3,626,424 $ 2,806,489 Net loss $ ( 1,324,805 ) $ ( 844,814 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Datavolo 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 Datavolo as though this business combination occurred as of February 1, 2023, the beginning of the Company’s fiscal 2024. 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, 2023. Pro forma financial information for the other fiscal 2025 business combinations has not been presented, as the effects of each were not material to the Company’s consolidated financial statements. Fiscal 2024 Samooha, Inc. On December 20, 2023, the Company acquired all of the outstanding capital stock of Samooha, Inc. (Samooha), a privately-held company which developed data clean room technology that enabled multiple parties to securely collaborate on sensitive data. The Company acquired Samooha for its talent and developed technology. 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 Samooha Equity Interest). 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): Estimated Fair Value Cash $ 5,761 Deferred cash consideration 231 Common stock (1) 174,225 Fair value of a previously held equity interest (2) 38,818 Total $ 219,035 ________________ (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. 114 Tabl e of Contents 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. The $ 74.8 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years . In addition, the Company agreed to grant under its 2020 Equity Incentive Plan certain RSUs that contain both post-combination service-based and performance-based vesting conditions to eligible existing or future employees. 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 as of the date of acquisition. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows: Estimated Fair Value (in thousands) Estimated Useful Life (in years) Cash and cash equivalents $ 9,589 Developed technology intangible asset 25,000 5 Other net tangible liabilities ( 345 ) Deferred tax liabilities, net (1) ( 5,067 ) Total identifiable net assets 29,177 Goodwill 189,858 Total purchase consideration $ 219,035 ________________ (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 developed technology intangible asset was 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 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 expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Neeva Inc. During the three months ended July 31, 2023, the Company acquired all of the outstanding capital stock of Neeva Inc. and its equity investee (collectively, Neeva), for $ 185.4 million in cash. The Company acquired Neeva primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination. 115 Tabl e of Contents The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows: Estimated Fair Value (in thousands) Estimated Useful Life (in years) Cash and cash equivalents $ 43,968 Developed technology intangible assets 83,000 5 Other net tangible liabilities ( 759 ) Deferred tax liabilities, net (1) ( 3,713 ) Total identifiable net assets 122,496 Goodwill 62,931 Total purchase consideration $ 185,427 ________________ (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. 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 expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Mountain US Corporation (formerly known as Mobilize.Net Corporation) On February 10, 2023, the Company acquired all of the outstanding capital stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provided a suite of tools for efficiently migrating databases to the AI Data Cloud, for $ 76.3 million in cash. The Company acquired Mountain 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 (in years) Cash and cash equivalents $ 11,594 Developed technology intangible asset 33,000 5 Other net tangible liabilities ( 6,623 ) Deferred tax liabilities, net (1) ( 8,136 ) Total identifiable net assets 29,835 Goodwill 46,426 Total purchase consideration $ 76,261 ________________ (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 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. 116 Tabl e of Contents 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. LeapYear Technologies, Inc. On February 10, 2023, the Company acquired all of the outstanding capital stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provided a differential privacy platform, for $ 62.0 million in cash. The Company acquired LeapYear 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 (in years) Cash, cash equivalents, and restricted cash $ 3,563 Developed technology intangible asset 53,000 5 Other net tangible liabilities ( 1,434 ) Deferred tax liabilities, net (1) ( 2,150 ) Total identifiable net assets 52,979 Goodwill 9,029 Total purchase consideration $ 62,008 ________________ (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 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. 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 expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Other Fiscal 2024 Business Combination During the fiscal year ended January 31, 2024, the Company acquired all of the outstanding capital stock of a privately-held company for $ 16.6 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 $ 1.6 million of cash acquired, $ 4.9 million as a developer community intangible asset (to be amortized over an estimated useful life of five years ), and $ 10.1 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 each of the fiscal 2024 business combinations were not material during the fiscal year ended January 31, 2024. 117 Tabl e of Contents 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): Pro Forma Fiscal Year Ended January 31, 2024 (unaudited) Revenue $ 2,806,739 Net loss $ ( 932,308 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Samooha and Neeva 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, Samooha, and Neeva as though these business combinations occurred as of February 1, 2022, the beginning of the Company’s fiscal 2023. 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 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, 2022. 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. 8. Intangible Assets and Goodwill Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): January 31, 2026 Gross Accumulated Amortization Net Finite-lived intangible assets: Developed technology $ 334,963 $ ( 147,893 ) $ 187,070 Developer community 154,900 ( 117,418 ) 37,482 Assembled workforce 57,822 ( 46,909 ) 10,913 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 Indefinite-lived intangible assets—trademarks 426 Total intangible assets, net $ 246,916 118 Tabl e of Contents January 31, 2025 Gross Accumulated Amortization Net Finite-lived intangible assets: Developed technology $ 277,063 $ ( 92,033 ) $ 185,030 Developer community 154,900 ( 86,472 ) 68,428 Assembled workforce 55,732 ( 36,929 ) 18,803 Patents 8,874 ( 8,005 ) 869 Customer relationships 4,400 ( 328 ) 4,072 Total finite-lived intangible assets $ 500,969 $ ( 223,767 ) $ 277,202 Indefinite-lived intangible assets—trademarks 826 Total intangible assets, net $ 278,028 Intangible assets are primarily acquired through business combinations. See Note 7, “Business Combinations,” for further details. 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. As of January 31, 2026, future amortization expense is expected to be as follows (in thousands): Amount Fiscal Year Ending January 31, 2027 $ 111,634 2028 75,055 2029 33,254 2030 19,885 2031 6,084 Thereafter 578 Total $ 246,490 Goodwill Changes in goodwill were as follows (in thousands): Amount Balance—January 31, 2024 $ 975,906 Additions and related adjustments (1) 80,653 Balance—January 31, 2025 1,056,559 Additions and related adjustments (1) 137,808 Balance—January 31, 2026 $ 1,194,367 ________________ (1) Include measurement period adjustments related to the fair values of the assets acquired and liabilities assumed in business combinations. These adjustments did not have material impacts on goodwill. See Note 7, “Business Combinations,” for further details. 119 Tabl e of Contents 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2026 January 31, 2025 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 Employee contributions under employee stock purchase plan 69,161 46,576 Liabilities associated with sales, marketing and business development programs 54,462 44,017 Accrued taxes 35,640 25,819 Employee payroll tax withheld on employee stock transactions 18,127 14,025 Accrued professional services 16,043 14,005 Accrued purchases of property and equipment 10,446 9,896 Other 126,419 67,053 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. 10. Convertible Senior Notes In September 2024, the Company issued an aggregate principal amount of $ 2.3 billion of convertible senior notes in a private placement to qualified institutional buyers, comprising of (i) $ 1.15 billion aggregate principal amount of 0 % convertible senior notes due 2027 (2027 Notes) and (ii) $ 1.15 billion aggregate principal amount of 0 % convertible senior notes due 2029 (2029 Notes, and together with the 2027 Notes, the Notes). Each series of Notes was issued pursuant to separate indentures, as supplemented (each an Indenture and together, the Indentures), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general, senior unsecured obligations of the Company. The 2027 Notes will mature on October 1, 2027 and the 2029 Notes will mature on October 1, 2029, in each case unless earlier converted, redeemed, or repurchased. Neither the 2027 Notes nor the 2029 Notes bear regular interest, and the principal amount of the Notes will not accrete. The Company may elect or be required to pay special interest on the Notes under certain circumstances in accordance with the terms of the applicable Indenture. Special interest, if any, will be payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. The total proceeds from the issuance of the Notes were approximately $ 2.27 billion, net of $ 31.2 million of debt issuance costs. The following table presents the details of each series of Notes: Initial Conversion Rate per $1,000 principal Initial Conversion Price Initial number of shares (in thousands) 2027 Notes 6.3492 $ 157.50 7,302 2029 Notes 6.3492 $ 157.50 7,302 The conversion rate for each series of Notes is subject to adjustment under certain circumstances in accordance with the terms of the applicable Indenture. 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. 120 Tabl e of Contents 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 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; or (4) upon the occurrence of specified corporate events as set forth in the applicable Indenture. 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 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. If the Company undergoes a fundamental change (as defined in the applicable Indenture) prior to the maturity date of a series of Notes, then, subject to certain conditions and except as set forth in the applicable Indenture, holders of the relevant series of Notes may require the Company to repurchase for cash all or any portion of their Notes of such series at a fundamental change repurchase price equal to 100 % of the principal amount of the relevant series of Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the relevant fundamental change repurchase date. 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. 121 Tabl e of Contents 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): Principal Unamortized Debt Issuance Costs Net Carrying Value Fair Value Amount Leveling 2027 Notes $ 1,150,000 $ 8,701 $ 1,141,299 $ 1,559,235 Level 2 2029 Notes $ 1,150,000 $ 11,472 $ 1,138,528 $ 1,620,542 Level 2 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 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 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 7,302 7,302 Initial strike price $ 157.50 $ 157.50 Initial cap price $ 225.00 $ 225.00 Total premium paid $ 94,300 $ 101,200 The Capped Calls are separate transactions, and not part of the terms of any series of Notes. 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. 122 Tabl e of Contents The Company elected to integrate the Capped Calls with the Notes for income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the premiums paid for the purchases of the Capped Calls are deductible for income tax purposes over the term of the Notes. 11. Commitments and Contingencies Operating Leases The Company leases its facilities for office space under non-cancelable operating leases with various expiration dates through fiscal 2039. 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. Such subleases have all been classified as operating leases. The components of lease costs and other information related to leases were as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Operating lease costs $ 66,463 $ 59,943 $ 52,892 Variable lease costs 23,083 14,477 11,667 Sublease income ( 5,839 ) ( 7,539 ) ( 11,943 ) Total lease costs $ 83,707 $ 66,881 $ 52,616 Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Cash payments included in the measurement of operating lease liabilities—operating cash flows $ 26,949 $ 47,711 $ 40,498 Operating lease liabilities arising from obtaining right-of-use assets $ 43,737 $ 148,181 $ 56,037 Weighted-average remaining lease term and discount rate for the Company’s operating leases were as follows: January 31, 2026 January 31, 2025 Weighted-average remaining lease term (years) 7.4 7.7 Weighted-average discount rate 6.1 % 6.2 % 123 Tabl e of Contents 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): Operating Leases Subleases Total Fiscal Year Ending January 31, 2027 $ 73,052 $ ( 6,039 ) $ 67,013 2028 80,553 ( 7,025 ) 73,528 2029 69,573 ( 7,224 ) 62,349 2030 78,112 ( 4,107 ) 74,005 2031 72,384 ( 872 ) 71,512 Thereafter 216,896 ( 1,344 ) 215,552 Total lease payments (receipts) $ 590,570 $ ( 26,611 ) $ 563,959 Less: imputed interest ( 129,283 ) Present value of operating lease liabilities $ 461,287 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. 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): Amount Fiscal Year Ending January 31, 2027 $ 656,283 2028 796,737 2029 660,845 (1) 2030 50,000 2031 and thereafter 518,020 (2) Total $ 2,681,885 ________________ (1) Includes $ 530.5 million of remaining non-cancelable contractual commitments as of January 31, 2026 related to one of the Company’s third-party cloud infrastructure agreements, under which the Company committed to spend an aggregate of at least $ 1.0 billion between June 2023 and May 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 May 2028 and such payment can be applied to qualifying expenditures for cloud infrastructure services for up to twelve months after May 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. employees. Contributions to the 401(k) plan are discretionary. 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. 124 Tabl e of Contents 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. On September 15, 2023, following a hearing before a NLRB administrative law judge, the administrative law judge issued his ruling in favor of the former employee and ordered that he be awarded certain compensatory and other damages. The Company is appealing the ruling to the Board of the NLRB. 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 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. 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. In the months that followed, numerous additional class actions making the same or similar allegations were filed in the United States and Canada against the Company and/or customers whose consumer or employee data was exfiltrated. Among other claims, the complaints assert common law claims for negligence, breach of fiduciary duty, breach of implied contract, and unjust enrichment, as well as statutory claims, and seek an unspecified amount of damages, attorneys’ fees and costs, as well as injunctive relief. 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 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. 125 Tabl e of Contents 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. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position, results of operations, or cash flows. Letters of Credit —As of January 31, 2026, the Company had a total of $ 24.6 million in cash collateralized letters of credit outstanding, substantially in favor of certain landlords for the Company’s leased facilities. These letters of credit renew annually and expire at various dates through fiscal 2039. Indemnification —The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including business partners, investors, contractors, customers, and the Company’s officers, non-employee directors, and certain employees. The Company has agreed to indemnify and defend the indemnified party for claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims due to the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. For each of the fiscal years ended January 31, 2026, 2025, and 2024, losses recorded in the consolidated statements of operations in connection with the indemnification provisions, where the Company is an indemnifying party, were not material. 12. Equity Preferred Stock —The Company’s amended and restated certificate of incorporation authorized the issuance of 200.0 million shares of undesignated preferred stock with a par value of $ 0.0001 per share and with rights and preferences, including voting rights, designated from time to time by the board of directors. No preferred stock was outstanding during any periods presented. 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 2012 Equity Incentive Plan: Options outstanding 12,274 20,067 2020 Equity Incentive Plan: Options outstanding 1,492 1,586 Restricted stock units outstanding 21,537 24,790 Shares available for future grants 78,590 64,834 2020 Employee Stock Purchase Plan: Shares available for future grants 18,967 16,446 Total 132,860 127,723 126 Tabl e of Contents 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. The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors. The program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. In August 2024, the Company’s board of directors authorized the repurchase of an additional $ 2.5 billion of its outstanding common stock and extended the expiration date of the stock repurchase program from March 2025 to March 2027. The following table summarizes the stock repurchase activity under the Company’s stock repurchase program (in thousands, except per share data): Fiscal Year Ended January 31, 2026 2025 2024 Number of shares repurchased 4,925 14,765 4,012 Weighted-average price per share (1) $ 177.37 $ 130.87 $ 147.49 Aggregate purchase price (1) $ 873,471 $ 1,932,164 $ 591,673 ________________ (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, 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 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. Equity Incentive Plans —The Company’s 2020 Equity Incentive Plan (2020 Plan) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of equity compensation (collectively, equity awards). All shares that remain available for future grants are under the 2020 Plan. The Company’s 2012 Equity Incentive Plan (2012 Plan) provided for the grant of equity awards to employees, non-employee directors, and other service providers of the Company. 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 common stock will become available for grant under the 2020 Plan. No further equity awards will be granted under the 2012 Plan. 127 Tabl e of Contents 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 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 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. The second offering period began on March 1, 2021 and ended on September 14, 2021. 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. A summary of stock option activity during the fiscal years ended January 31, 2026, 2025, and 2024 is as follows: Number of Options Outstanding (in thousands) Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance—January 31, 2023 35,854 $ 11.27 5.9 $ 5,237,549 Exercised ( 8,357 ) $ 6.84 Canceled ( 128 ) $ 70.59 Balance—January 31, 2024 27,369 $ 12.35 5.0 $ 5,023,664 Granted 1,037 $ 163.17 Exercised ( 6,608 ) $ 6.79 Canceled ( 145 ) $ 78.83 Balance—January 31, 2025 21,653 $ 20.83 4.2 $ 3,493,648 Exercised ( 7,880 ) $ 10.68 Canceled ( 7 ) $ 150.84 Balance—January 31, 2026 13,766 $ 26.56 3.1 $ 2,294,028 Vested and expected to vest as of January 31, 2026 13,766 $ 26.56 3.1 $ 2,294,028 Exercisable as of January 31, 2026 13,110 $ 19.64 3.0 $ 2,275,215 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. 128 Tabl e of Contents 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. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attribution method from the time it was deemed probable that the vesting condition was met through the time the service-based vesting condition had been achieved. 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 0.4 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. The service-based vesting condition for these Leadership PRSUs is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by the compensation committee of the board of directors of the Company. The ultimate number of the Leadership PRSUs eligible to vest ranges between 0 % to 120 % of the target number of the Leadership PRSUs based on the weighted-average achievement of such Company annual performance metrics for the respective fiscal year. 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 $ 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: Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Unvested Balance—January 31, 2023 15,560 $ 181.17 Granted 12,706 $ 158.28 Vested ( 6,810 ) $ 172.38 Forfeited ( 1,881 ) $ 176.44 Unvested Balance—January 31, 2024 19,575 $ 169.82 Granted 17,096 $ 142.07 Vested ( 9,900 ) $ 168.04 Forfeited ( 3,367 ) $ 163.07 Performance adjustment (1) ( 50 ) $ 139.58 Unvested Balance—January 31, 2025 23,354 $ 151.30 Granted 10,232 $ 180.56 Vested ( 9,490 ) $ 156.86 Forfeited ( 3,849 ) $ 155.61 Performance adjustment (1) ( 176 ) $ 163.04 Unvested Balance—January 31, 2026 20,071 $ 162.66 ________________ (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. 129 Tabl e of Contents 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 12-month period ending January 31, 2027. Acquisition PRSUs will vest when both service-based and performance-based conditions are satisfied. The ultimate number of Acquisition PRSUs eligible to vest is determined based on the actual achievement of the performance metric, which takes into account certain factors including the Company’s stock price and market capitalization. Once granted, Acquisition PRSUs are initially liability-classified and recorded in other liabilities on the Company’s consolidated balance sheets, 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 shares. Subsequently, these awards are remeasured to the fair value at each reporting date until the number of Acquisition PRSUs eligible to vest is fixed, at which time these awards will be reclassified to equity. 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, 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: Number of Shares (in thousands) Unvested Balance—January 31, 2023 — Granted (1) 1,382 Unvested Balance—January 31, 2024 1,382 Granted (1) 118 Forfeited ( 64 ) Unvested Balance—January 31, 2025 1,436 Granted (1) 75 Forfeited ( 45 ) Unvested Balance—January 31, 2026 1,466 ________________ (1) Represents the maximum number of Acquisition PRSUs that may be eligible to vest with respect to these awards over their full term. 130 Tabl e of Contents Restricted Common Stock —From time to time, the Company has granted restricted common stock outside of the Plans. Restricted common stock is not deemed to be outstanding for accounting purposes until it vests. A summary of restricted common stock activity outside of the Plans during the fiscal years ended January 31, 2026, 2025 and 2024 is as follows: Outside of the Plans Number of Shares (in thousands) Weighted-Average Grant-Date Fair Value per Share Unvested Balance—January 31, 2023 428 $ 219.26 Granted 385 $ 194.28 Vested ( 142 ) $ 199.28 Unvested Balance—January 31, 2024 671 $ 209.15 Granted 445 $ 162.15 Vested ( 219 ) $ 213.81 Forfeited ( 76 ) $ 226.91 Unvested Balance—January 31, 2025 821 $ 180.82 Granted 29 $ 244.66 Vested ( 334 ) $ 184.36 Unvested Balance—January 31, 2026 516 $ 182.07 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, 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. The $ 74.8 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, 2026 and 2025, 0.2 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 year ended January 31, 2025: Fiscal Year Ended January 31, 2025 Expected term (in years) 4.8 - 6.0 Expected volatility 56.6 % - 56.7 % Risk-free interest rate 4.2 % - 4.4 % Expected dividend yield — % 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. 131 Tabl e of Contents 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: Fiscal Year Ended January 31, 2026 2025 2024 Expected term (in years) 0.5 0.5 0.5 Expected volatility 48.4 % - 54.1 % 46.3 % - 49.6 % 48.4 % - 71.3 % Risk-free interest rate 3.8 % - 4.3 % 4.5 % - 5.4 % 4.7 % - 5.5 % Expected dividend yield — % — % — % Expected term —For stock options considered to be “plain vanilla” options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company’s historical option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The expected term for ESPP Rights approximates the offering period. 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. Expected dividend yield —Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero . 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. 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: 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 common stock. 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 that approximates the period from the reporting date to January 31, 2027. 132 Tabl e of Contents Stock-based compensation included in the consolidated statements of operations was as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Cost of revenue $ 139,170 $ 142,163 $ 123,363 Sales and marketing 378,886 331,807 299,657 Research and development 935,418 852,027 644,928 General and administrative 146,073 153,317 100,067 Stock-based compensation, net of amounts capitalized 1,599,547 1,479,314 1,168,015 Capitalized stock-based compensation — 38,493 48,830 Total stock-based compensation $ 1,599,547 $ 1,517,807 $ 1,216,845 As of January 31, 2026, total compensation cost related to unvested awards not yet recognized was $ 3.1 billion, which will be recognized over a weighted-average period of 2.7 years. 13. Income Taxes The components of loss before income taxes were as follows (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 U.S. $ ( 1,377,141 ) $ ( 1,341,798 ) $ ( 875,703 ) Foreign 65,231 56,699 26,480 Loss before income taxes $ ( 1,311,910 ) $ ( 1,285,099 ) $ ( 849,223 ) The provision for (benefit from) income taxes consists of the following (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Current provision: State $ 285 $ 806 $ 754 Foreign 19,177 10,978 14,775 Deferred benefit: Federal ( 5,392 ) ( 6,294 ) ( 15,376 ) State ( 1,130 ) ( 1,011 ) ( 4,700 ) Foreign 4,185 ( 366 ) ( 6,686 ) Provision for (benefit from) income taxes $ 17,125 $ 4,113 $ ( 11,233 ) 133 Tabl e of Contents 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 Amount (in thousands) Percent 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 Tax credits: 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 Other 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, 2025 2024 Income tax benefit computed at federal statutory rate $ ( 269,871 ) $ ( 178,337 ) State taxes, net of federal benefit 33,910 26,380 Research and development credits ( 133,266 ) ( 101,725 ) Stock-based compensation ( 7,667 ) ( 148,600 ) Change in valuation allowance 363,422 371,767 IRC Section 59A waived deductions — 11,550 Other 17,585 7,732 Provision for (benefit from) income taxes $ 4,113 $ ( 11,233 ) 134 Tabl e of Contents 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 Federal $ — State 533 Foreign: Netherlands 3,449 India 2,665 France 1,062 Germany 942 Other Foreign 4,668 Total cash paid for income taxes, net of refunds received $ 13,319 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. As of January 31, 2026, 2025 and 2024, the Company believes it is more likely than not that its U.S. and U.K. deferred tax assets will not be fully realizable and continues to maintain a full valuation allowance against these net deferred tax assets. Significant components of the Company’s deferred tax assets and deferred tax liabilities are shown below (in thousands): January 31, 2026 January 31, 2025 Deferred tax assets: Net operating losses carryforwards $ 1,967,803 $ 1,707,649 Capitalized research and development 913,392 725,823 Tax credit carryforwards 648,589 511,504 Operating lease liabilities 113,268 104,517 Deferred revenue 67,582 95,779 Stock-based compensation 40,935 36,044 Capped call transactions 32,288 45,032 Net unrealized losses on strategic investments 21,850 6,143 Other 84,115 50,790 Total deferred tax assets 3,889,822 3,283,281 Less: valuation allowance ( 3,696,149 ) ( 3,104,505 ) Net deferred tax assets 193,673 178,776 Deferred tax liabilities: Intangible assets ( 19,021 ) ( 27,481 ) Operating lease right-of-use assets ( 72,684 ) ( 94,997 ) Deferred commissions ( 103,104 ) ( 56,662 ) Other ( 3,286 ) ( 234 ) Total deferred tax liabilities ( 198,095 ) ( 179,374 ) Net deferred tax liabilities $ ( 4,422 ) $ ( 598 ) 135 Tabl e of Contents 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. As of January 31, 2026, the Company had U.S. federal, state, and foreign net operating loss carryforwards of $ 7.3 billion, $ 6.5 billion, and $ 174.5 million, respectively. Of the $ 7.3 billion U.S. federal net operating loss carryforwards, $ 7.2 billion may be carried forward indefinitely with utilization limited to 80% of taxable income, and the remaining $ 0.1 billion will begin to expire in 2032. The state net operating loss carryforwards 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. The federal tax credit carryforwards will expire beginning in 2032 if not utilized. The state tax credit carryforwards do not expire. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. Foreign withholding taxes have not been provided for the cumulative undistributed earnings of the Company’s foreign subsidiaries as of January 31, 2026 due to the Company’s intention to permanently reinvest such earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. The following table shows the changes in the gross amount of unrecognized tax benefits (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 Beginning balance $ 151,660 $ 115,253 $ 75,180 Increases based on tax positions during the prior period 3,689 655 12,708 Increases based on tax positions during the current period 37,778 35,752 27,365 Foreign currency translation adjustments ( 193 ) — — Ending balance $ 192,934 $ 151,660 $ 115,253 The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in various international jurisdictions. Tax years 2012 and forward generally remain open for examination for federal and state tax purposes. Tax years 2020 and forward generally remain open for examination for foreign tax purposes. To the extent utilized in future years’ tax returns, net operating loss carryforwards at January 31, 2026 and 2025 will remain subject to examination until the respective tax year is closed. On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (Inflation Act) into law. The Inflation Act contains certain tax measures, including a corporate alternative minimum tax of 15% on some large corporations and an excise tax of 1% on stock repurchases. For the fiscal year ended January 31, 2026, the Inflation Act had no material impact to the Company, including its stock repurchase program. 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. 136 Tabl e of Contents 14. 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. common stockholders (in thousands, except per share data): Fiscal Year Ended January 31, 2026 2025 2024 Numerator: Net loss $ ( 1,329,035 ) $ ( 1,289,212 ) $ ( 837,990 ) Less: net income (loss) attributable to noncontrolling interest 2,581 ( 3,572 ) ( 1,893 ) Net loss attributable to Snowflake Inc. common stockholders $ ( 1,331,616 ) $ ( 1,285,640 ) $ ( 836,097 ) Denominator: Weighted-average shares used in computing net loss per share attributable to Snowflake Inc. common stockholders—basic and diluted 337,493 332,707 328,001 Net loss per share attributable to Snowflake Inc. common stockholders—basic and diluted $ ( 3.95 ) $ ( 3.86 ) $ ( 2.55 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to Snowflake Inc. common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Fiscal Year Ended January 31, 2026 2025 2024 RSUs 21,537 24,790 20,957 Shares underlying the conversion option in the Notes 14,603 14,603 — Stock options 13,766 21,653 27,369 Unvested restricted common stock 516 821 671 ESPP Rights 454 569 284 Total 50,876 62,436 49,281 The Company entered into the Capped Calls in connection with the Notes offering. The effect of the Capped Calls was also excluded from the calculation of diluted net loss per share attributable to Snowflake Inc. 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. 137 Tabl e of Contents 15. Related Party Transactions 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. 16. 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 Cash $ 286,172 Common stock (1) 285,348 Fair value of previously held equity interest (2) 22,768 Settlement of preexisting relationships (3) 1,952 Total $ 596,240 ________________ (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. 138 Tabl e of Contents 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. 139 Tabl e of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.