Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of January 31, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of 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. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of January 31, 2026. The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
140
Tabl e of Contents
ITEM 9B. OTHER INFORMATION
During our last fiscal quarter, our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of the Company’s securities as set forth in the table below.
Trading Arrangement
Action Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Common Stock Subject to Trading Arrangement
Expiration Date
Christian Kleinerman , EVP, Product Management
Adopted (1)
December 26, 2025 X
274,651 (2)
April 1, 2027
Vivek Raghunathan , SVP, Engineering and Support
Adopted December 31, 2025 X
38,975 (2)
April 1, 2027
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
(1) Adopted pursuant to Rule 10b5-1(c)(1)(ii)(D)(2).
(2) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan is expected to be different due to (i) our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units, (ii) the amount of restricted stock units acquired following determination of the achievement of pre-established financial performance goals for fiscal year 2026, and/or (iii) the amount of whole shares distributed in connection with the vesting of restricted stock units due to rounding, as applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
141
Tabl e of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026 (2026 Proxy Statement).
We maintain a Global Code of Conduct and Ethics that applies to all our employees, officers, contractors, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of our Global Code of Conduct and Ethics is posted on our website at www.investors.snowflake.com under “Governance.” We intend to disclose on our website set forth above any future amendments to, or waivers from, our Global Code of Conduct and Ethics that are required to be disclosed under Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the 2026 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the 2026 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to the 2026 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the 2026 Proxy Statement.
142
Tabl e of Contents
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K:
a. Consolidated Financial Statements
The consolidated financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data.”
b. Financial Statement Schedules
The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”
c. Exhibits
The exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit
Number Description Form File No. Exhibit Filing Date Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of Snowflake Inc.
8-K 001-39504 3.1 7/3/2025
3.2
Amended and Restated Bylaws of Snowflake Inc.
8-K
001-39504
3.1
11/29/2023
4.1
Form of Common Stock Certificate.
10-Q
001-39504 4.1 9/5/2025
4.2
Description of Securities.
X
4.3
Indenture, dated as of September 27, 2024, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee.
8-K
001-39504 4.1
9/27/2024
4.4
First Supplemental Indenture, dated as of November 22, 2024, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee.
10-Q
001-39504 4.5
11/27/2024
4.5
Second Supplemental Indenture, dated as of July 3, 2025, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee.
10-Q 001-39504
4.2
9/5/2025
4.6
Form of Global Note, representing Snowflake Inc.’s 0% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.3).
8-K
001-39504 4.2
9/27/2024
4.7
Indenture, dated as of September 27, 2024, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee.
8-K
001-39504 4.3
9/27/2024
4.8
First Supplemental Indenture, dated as of November 22, 2024, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee.
10-Q
001-39504 4.6
11/27/2024
4.9
Second Supplemental Indenture, dated as of July 3, 2025, by and between Snowflake Inc. and U.S. Bank Trust Company, National Association, as Trustee.
10-Q
001-39504
4.3
9/5/2025
4.10
Form of Global Note, representing Snowflake Inc.’s 0% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.7).
8-K
001-39504 4.4
9/27/2024
10.1 +
Snowflake Inc. 2012 Equity Incentive Plan.
S-1 333-248280 10.3 8/24/2020
10.2 +
Forms of Option Agreement, Stock Option Grant Notice, and Notice of Exercise under 2012 Equity Incentive Plan.
S-1 333-248280 10.4 8/24/2020
143
Tabl e of Contents
10.3 +
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan.
S-1 333-248280 10.5 8/24/2020
10.4 +
Snowflake Inc. 2020 Equity Incentive Plan.
S-1/A 333-248280 10.6 9/8/2020
10.5 +
Forms of Notice of Stock Option Grant, Global Stock Option Agreement, and Exercise Notice under 2020 Equity Incentive Plan.
10-Q
001-39504 10.2
9/5/2025
10.6 +
Forms of Global RSU Award Grant Notice and Global Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.
X
10.7 +
Snowflake Inc. 2020 Employee Stock Purchase Plan.
S-1/A 333-248280 10.9 9/8/2020
10.8 +
Form of Indemnification Agreement entered into by and between Snowflake and each director and executive officer.
S-1 333-248280 10.10 8/24/2020
10.9 +
Amended and Restated Offer Letter by and between Snowflake Inc. and Sridhar Ramaswamy, dated February 27, 2024 .
8-K
001-39504 10.1
2/28/2024
10.10 +
Confirmatory Offer Letter by and between Snowflake Inc. and Benoit Dageville, dated August 23, 2023.
8-K
001-39504
10.4
8/23/2023
10.11 +
Confirmatory Offer Letter by and between Snowflake Inc. and Christian Kleinerman, dated August 23, 2023.
8-K
001-39504
10.6
8/23/2023
10.12 +
Confirmatory Offer Letter by and between Snowflake Inc. and Vivek Raghunathan, dated September 26, 2024.
10-Q
001-39504 10.2
11/27/2024
10.13 +
Offer Letter by and between Snowflake Inc. and Michael Gannon, dated March 4, 2025.
10-K
001-39504
10.16
3/21/2025
10.14 +
Offer Le tter by and between Snowflake Inc. and Brian Robins, da ted August 2 7, 2025.
8-K
001-39504
10.1
9/3/2025
10.15 +
Severance and Change in Control Plan and related participation agreement.
8-K
001-39504
10.7
8/23/2023
10.16 +
Cash Incentive Bonus Plan.
10-Q
001-39504
10.3
9/5/2025
10.17 +
Amended and Restated Non-Employee Director Compensation Policy.
10-Q
001-39504 10.1
8/29/2024
10.18 +
Consulting Agreement between Snowflake Inc. and Michael P. Scarpelli, dated February 25, 2025.
8-K
001-39504
10.1
2/26/2025
10.19
Form of Confirmation for Capped Call Transactions.
8-K
001-39504 10.1
9/27/2024
19.1
Insider Trading Policy
X
21.1
List of Subsidiaries of Snowflake Inc.
X
23.1
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
X
24.1
Power of Attorney (included on signature page).
X
31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Incentive Compensation Recoupment Policy .
10-K
001-39504 97.1
3/26/2024
144
Tabl e of Contents
101
The following financial information from Snowflake Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101). X
+ Management contract or compensatory plan or arrangement.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
ITEM 16. FORM 10-K SUMMARY
None.
145
Tabl e of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 20, 2026
SNOWFLAKE INC.
By: /s/ Sridhar Ramaswamy
Name: Sridhar Ramaswamy
Title: Chief Executive Officer
(Principal Executive Officer)
By: /s/ Brian Robins
Name: Brian Robins
Title: Chief Financial Officer
(Principal Financial Officer)
By:
/s/ Emily Ho
Name: Emily Ho
Title: Chief Accounting Officer
(Principal Accounting Officer)
146
Tabl e of Contents
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Sridhar Ramaswamy, Brian Robins, Emily Ho, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Sridhar Ramaswamy
Chief Executive Officer and Director
( Principal Executive Officer )
March 20, 2026
Sridhar Ramaswamy
/s/ Brian Robins
Chief Financial Officer
( Principal Financial Officer )
March 20, 2026
Brian Robins
/s/ Emily Ho
Chief Accounting Officer
(Principal Accounting Officer)
March 20, 2026
Emily Ho
/s/ Frank Slootman
Chairman of the Board
March 20, 2026
Frank Slootman
/s/ Benoit Dageville
Director March 20, 2026
Benoit Dageville
/s/ Teresa Briggs Director March 20, 2026
Teresa Briggs
/s/ Mark S. Garrett Director March 20, 2026
Mark S. Garrett
/s/ Kelly A. Kramer Director March 20, 2026
Kelly A. Kramer
/s/ Mark D. McLaughlin
Director March 20, 2026
Mark D. McLaughlin
/s/ William F. Scannell
Director March 20, 2026
William F. Scannell
/s/ Michael L. Speiser Director March 20, 2026
Michael L. Speiser
/s/ Jayshree V. Ullal Director March 20, 2026
Jayshree V. Ullal
147