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Snowflake (NYSE: SNOW) awards CEO Ramaswamy 1M performance stock units

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Form Type
4

Rhea-AI Filing Summary

Ramaswamy Sridhar reported acquisition or exercise transactions in this Form 4 filing.

Snowflake Inc. granted Chief Executive Officer Sridhar Ramaswamy 1,000,000 Performance Stock Units (PSUs) on July 15, 2026. Each PSU represents a contingent right to receive one share of Snowflake common stock and expires on July 15, 2033.

The PSUs are divided into five tranches: an aggregate 250,000 PSUs have a service-based vesting date of September 15, 2029, and 750,000 PSUs have a service-based vesting date of September 15, 2030, in each case subject to Ramaswamy’s continued service as CEO. Each tranche also requires a stock price condition, satisfied when the compensation committee certifies that, within the applicable performance period, the average closing share price over a consecutive 90-day period meets or exceeds a pre‑set stock price target.

Positive

  • None.

Negative

  • None.
Insider Ramaswamy Sridhar
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Performance Stock Units 1,000,000 $0.00 --
Holdings After Transaction: Performance Stock Units — 1,000,000 shares (Direct)
Footnotes (1)
  1. Each performance stock unit ("PSU") represents a contingent right to receive one share of Issuer's common stock. 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.
Performance stock units granted 1,000,000 PSUs Grant to CEO Sridhar Ramaswamy on 2026-07-15
Underlying common shares 1,000,000 shares Each PSU represents one share of Snowflake common stock
Service-based vesting 2029 250,000 PSUs Tranches 1 and 2 service requirement met on September 15, 2029
Service-based vesting 2030 750,000 PSUs Tranches 3, 4 and 5 service requirement met on September 15, 2030
Averaging period for price target 90 calendar days Average closing share price over a consecutive 90-day period must meet stock price target
PSU expiration date July 15, 2033 Expiration date of the reported Performance Stock Units
Performance Stock Units financial
"Each performance stock unit ("PSU") represents a contingent right to receive one share"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
service-based requirement financial
"vesting of which is based on the achievement of both a service-based requirement and a stock price requirement"
stock price requirement financial
"vesting of which is based on the achievement of both a service-based requirement and a stock price requirement"
performance period financial
"prior to the end of the applicable performance period, the average closing price per share"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
compensation committee financial
"on the date on which the compensation committee of Issuer's board of directors certifies"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity award did Snowflake (SNOW) grant to CEO Sridhar Ramaswamy?

Snowflake granted CEO Sridhar Ramaswamy 1,000,000 Performance Stock Units (PSUs), each representing a contingent right to one share of common stock. These units are structured as a long-term, performance-based equity award with multi-year vesting and stock price conditions.

How many Snowflake (SNOW) shares can Sridhar Ramaswamy receive from this PSU grant?

The grant covers 1,000,000 PSUs, each equal to one share of Snowflake common stock upon vesting. Actual shares delivered will depend on both service-based vesting dates and achievement of specified stock price targets certified by the compensation committee.

When do Sridhar Ramaswamy’s Snowflake (SNOW) PSUs vest based on service?

The service-based condition is split into two groups: 250,000 PSUs vest based on service as of September 15, 2029, and 750,000 PSUs as of September 15, 2030, in each case requiring continued service as Chief Executive Officer through those dates.

What stock price conditions apply to Snowflake (SNOW) CEO Ramaswamy’s PSU award?

Each tranche requires a stock price requirement: the compensation committee must certify that, within the performance period, the average closing price over a consecutive 90-day period met or exceeded a pre-established stock price target for that tranche.

What is the expiration date of Sridhar Ramaswamy’s Snowflake (SNOW) PSU award?

The Performance Stock Units reported have an expiration date of July 15, 2033. If the required service-based and stock price conditions are not satisfied by then within the applicable performance periods, the unvested PSUs would remain unearned at expiration.

Does the Snowflake (SNOW) CEO PSU grant require continued service?

Yes. The footnotes state the service-based requirement is met only if Sridhar Ramaswamy continues as Snowflake’s Chief Executive Officer through September 15, 2029 for the first two tranches and through September 15, 2030 for the remaining three tranches.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ramaswamy Sridhar

(Last)(First)(Middle)
C/O SNOWFLAKE INC.
135 CONSTITUTION DRIVE

(Street)
MENLO PARK CALIFORNIA 94025

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(1)07/15/2026A1,000,000 (2)07/15/2033Common Stock1,000,000$01,000,000D
Explanation of Responses:
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.
Remarks:
/s/ Marie Reider, Attorney-in-Fact07/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)