Snowflake (NYSE: SNOW) director exits amid Observe acquisition

Rhea-AI Filing Summary

Snowflake Inc. reports that Jeremy Burton, a Class III director and member of the Board’s Cybersecurity Committee, resigned from the Board and its committees effective January 30, 2026. The company explains he stepped down in connection with Snowflake’s acquisition of Observe, Inc., which closed on February 2, 2026, where he previously served as chief executive officer and director. Snowflake states that his resignation was not due to any disagreement with the company or its Board regarding operations, policies, or practices. The Observe acquisition was approved by a special committee of independent and disinterested directors and by the Board’s Audit Committee.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026

SNOWFLAKE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39504

46-0636374

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

Suite 3A, 106 East Babcock Street

59715

Bozeman,

Montana

(Address of Principal Executive Offices)1

(Zip Code)

(844) 766-9355

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

SNOW

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1 The Company is a Delaware corporation with a globally distributed workforce and no corporate headquarters. Under the Securities and Exchange Commission's rules, the Company is required to designate a “principal executive office.” For purposes of this report, it has designated its office in Bozeman, Montana as its principal executive office.

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

On January 28, 2026, Jeremy Burton, a Class III director of the Board of Directors (the “Board”) of Snowflake Inc. (the “Company”) and a member of the Cybersecurity Committee of the Board, provided notice of his resignation as a member of the Board and any committees thereof, effective January 30, 2026. Mr. Burton resigned in connection with the Company’s acquisition of Observe, Inc. (“Observe”) on February 2, 2026. Prior to the acquisition, Mr. Burton served as the chief executive officer and a member of the board of directors of Observe. Mr. Burton’s resignation was not the result of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. The Company’s acquisition of Observe was approved by a special committee of the Board comprised of independent and disinterested directors as well as the Audit Committee of the Board.

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 hereunto duly authorized.

						Snowflake Inc.
Date: February 2, 2026
						By:			/s/ Brian Robins
									Brian Robins
									Chief Financial Officer

FAQ

Why did Jeremy Burton resign from Snowflake (SNOW)'s Board?

Jeremy Burton resigned from Snowflake’s Board effective January 30, 2026, in connection with Snowflake’s acquisition of Observe, Inc. He had been Observe’s chief executive officer and a director before the deal, prompting his departure from Snowflake’s Board roles.

Was Jeremy Burton’s resignation from Snowflake (SNOW) due to a disagreement?

Snowflake states that Jeremy Burton’s resignation was not the result of any disagreement with the company or its Board regarding operations, policies, or practices. The filing emphasizes that his departure was tied to the closing of the Observe, Inc. acquisition.

What role did Jeremy Burton hold at Observe, Inc. before Snowflake’s acquisition?

Before Snowflake acquired Observe, Inc. on February 2, 2026, Jeremy Burton served as Observe’s chief executive officer and as a member of its board of directors. This prior leadership role is cited as the context for his resignation from Snowflake’s Board.

How was Snowflake (SNOW)'s acquisition of Observe, Inc. approved?

Snowflake’s acquisition of Observe, Inc. was approved by a special committee of the Board made up of independent and disinterested directors, as well as by the Board’s Audit Committee. This governance structure is highlighted to show oversight of the transaction’s approval process.

When did Snowflake (SNOW) complete its acquisition of Observe, Inc.?

Snowflake completed its acquisition of Observe, Inc. on February 2, 2026. The company links Jeremy Burton’s resignation from its Board, effective January 30, 2026, to this transaction, noting that he previously led Observe as chief executive officer and director.

Which Board committees did Jeremy Burton serve on at Snowflake (SNOW)?

Jeremy Burton was a Class III director on Snowflake’s Board and served on its Cybersecurity Committee. His resignation covered both his Board seat and committee roles, effective January 30, 2026, in connection with Snowflake’s acquisition of Observe, Inc.