07/17/2026 | Press release | Distributed by Public on 07/17/2026 16:52
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 07/15/2026 | A | 1,000,000 | (2) | 07/15/2033 | Common Stock | 1,000,000 | $ 0 | 1,000,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ramaswamy Sridhar C/O SNOWFLAKE INC. 135 CONSTITUTION DRIVE MENLO PARK, CA 94025 |
X | Chief Executive Officer | ||
| /s/ Marie Reider, Attorney-in-Fact | 07/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's common stock. |
| (2) | The PSUs are divided into five tranches, each with an applicable performance period, the vesting of which is based on the achievement of both a service-based requirement and a stock price requirement. The service-based requirement will be met on September 15, 2029 for tranches 1 and 2, containing an aggregate of 250,000 PSUs, and September 15, 2030 for tranches 3, 4 and 5, containing an aggregate of 750,000 PSUs, in each case, subject to the Reporting Person's service as Issuer's Chief Executive Officer through each such date. The stock price requirement with respect to each tranche will be met on the date on which the compensation committee of Issuer's board of directors certifies that, prior to the end of the applicable performance period, the average closing price per share of Issuer's common stock over a consecutive ninety (90) calendar day period has met or exceeded the applicable stock price target previously determined by the compensation committee. |