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• The award vests based on both a service requirement and stock price milestones, with five tranches targeting stock prices from $324 to $531 per share.
• The stock price milestones are designed to add up to $100 billion of stockholder value on a fully-diluted basis from the July 15, 2026 closing price.
• Service-based vesting occurs on September 15, 2029 for tranches 1 and 2, and September 15, 2030 for tranches 3, 4, and 5, subject to continued service as CEO.
• Earned shares are subject to a one-year delivery deferral, with clawback provisions for misconduct or accounting restatement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Snowflake Inc. held its 2026 Annual Meeting of Stockholders virtually on June 29, 2026.
• The non-binding advisory vote on named executive officer compensation failed, with 96,340,999 for, 124,481,663 against, and 637,553 abstentions.
• Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.
• A non-binding stockholder proposal requesting majority vote for director elections was approved.

5.07 Submission of Matters to a Vote of Security Holders

• Product revenue was $1.3343 billion, up 34% year-over-year.
• Net revenue retention rate was 126%.
• 779 customers had trailing 12-month product revenue over $1 million, up 29% year-over-year.
• Full-year fiscal 2027 product revenue guidance raised to $5.84 billion, up 31% year-over-year.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gannon will receive certain cash payments under a separation and release agreement and will provide transitional consulting services as an independent contractor.
• During the consulting period, Gannon's outstanding equity awards will continue to vest according to their terms.
• Beaulier previously served as GVP, U.S. Majors Sales since August 2024 and held other senior sales roles at Snowflake since 2016.
• Snowflake reaffirmed its Q1 and full-year fiscal 2027 guidance originally issued on February 25, 2026.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Product revenue was $1.23 billion in Q4 FY2026, up 30% year-over-year.
• 733 customers had trailing 12-month product revenue over $1 million, up 27% year-over-year.
• Remaining performance obligations were $9.77 billion, up 42% year-over-year.
• For Q1 FY2027, product revenue guidance is $1.262-$1.267 billion; full-year FY2027 product revenue guidance is $5.66 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Jeremy Burton, a Class III director and Cybersecurity Committee member, resigned from Snowflake's Board effective January 30, 2026.
• His resignation was in connection with Snowflake's acquisition of Observe, Inc., completed on February 2, 2026.
• The resignation was not due to any disagreement with the Company or Board on operations, policies, or practices.
• The Observe acquisition was approved by a special committee of independent and disinterested directors and the Audit Committee.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Product revenue was $1.16 billion, up 29% year-over-year; product gross margin was 72% GAAP and 76% non-GAAP.
• GAAP operating loss was $329.5 million; non-GAAP operating income was $131.3 million (11% margin).
• Net revenue retention rate was 125%; customers with trailing 12-month product revenue over $1 million reached 688.
• Q4 FY2026 product revenue guidance is $1.195-$1.200 billion; full-year FY2026 product revenue guidance is $4.446 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Snowflake stated the officer is not a designated spokesperson under its Corporate Disclosure Policy, so investors should not rely on those statements.
• The Company reaffirmed its Q3 and full-year FY26 revenue guidance originally issued on August 27, 2025.
• Snowflake will release Q3 FY26 financial results in accordance with standard practices, and its guidance philosophy remains unchanged.
• The report was filed under Item 8.01 Other Events to address the unauthorized disclosure and reaffirm guidance.

8.01 Other Events