Snowflake (NYSE: SNOW) CRO gains new performance-based RSU awards

Rhea-AI Filing Summary

Snowflake Inc. reported that Chief Revenue Officer Michael S. Gannon acquired common stock through the vesting of previously granted restricted stock units tied to fiscal 2026 performance goals. He received 32,851 and 3,428 shares of common stock at no purchase price.

According to the filing, 25% of each restricted stock unit award will vest on March 8, 2026, with the remaining portions vesting on specified quarterly dates, subject to continued service. Following these acquisitions and including shares to be issued upon future vesting, Gannon holds 330,892 shares of Snowflake common stock directly.

SEC Form 4

FORM 4

UNITED 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

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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^*

Gannon Michael S

(Last) (First) (Middle)

C/O SNOWFLAKE INC.

135 CONSTITUTION DRIVE

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Snowflake Inc. [ SNOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		A		32,851(1)	A	$0	327,464(2)	D
Common Stock	02/24/2026		A		3,428(3)	A	$0	330,892(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents previously granted restricted stock units acquired following determination of the Issuer's achievement of pre-established financial performance goals for fiscal year 2026. 25% of the restricted stock units will vest on March 8, 2026, and 6.25% will vest on each "Quarterly Date" thereafter, subject to the Reporting Person's continuous service through each such vesting date. Quarterly Dates are each of March 8, June 8, September 8, and December 8.

2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

3. Represents previously granted restricted stock units acquired following determination of the Issuer's achievement of a pre-established financial performance goal for fiscal year 2026. 25% of the restricted stock units will vest on March 8, 2026, and 25% will vest on each Quarterly Date thereafter, subject to the Reporting Person's continuous service through each such vesting date.

Remarks:

	/s/ Marie Reider, Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Snowflake (SNOW) report for Michael S. Gannon?

Snowflake reported that Chief Revenue Officer Michael S. Gannon acquired common stock through vesting of previously granted restricted stock units. These awards became earned after Snowflake determined achievement of pre-established financial performance goals for fiscal year 2026, with no cash paid per share.

How many Snowflake (SNOW) shares did Michael S. Gannon acquire in this Form 4?

Michael S. Gannon acquired 32,851 and 3,428 shares of Snowflake common stock through restricted stock unit awards. These shares came from previously granted performance-based units, not open-market purchases, and increased his directly held and RSU-linked position to a total of 330,892 shares after the transactions.

Are the Snowflake (SNOW) shares in this Form 4 immediately vested for Michael S. Gannon?

Only part of the awards is scheduled to vest initially; 25% of the restricted stock units will vest on March 8, 2026. The remaining units will vest on later quarterly dates, and all vesting is conditioned on Gannon’s continuous service with Snowflake through each specified vesting date.

What is the vesting schedule for Michael S. Gannon’s Snowflake (SNOW) RSU awards?

The filing states that 25% of each restricted stock unit award will vest on March 8, 2026. The remainder will vest on subsequent Quarterly Dates—March 8, June 8, September 8, and December 8—with vesting at each date requiring continued service by Gannon.

Did Michael S. Gannon buy Snowflake (SNOW) shares on the open market in this Form 4?

No, Gannon did not buy shares on the open market; he acquired them at a price of $0.00 per share. The shares came from previously granted restricted stock units that became earned and scheduled to vest based on Snowflake’s achievement of fiscal 2026 financial performance goals.

How many Snowflake (SNOW) shares does Michael S. Gannon hold after these RSU acquisitions?

After these restricted stock unit acquisitions, Gannon’s direct holdings total 330,892 shares of Snowflake common stock. This figure includes shares already issued and shares that will be issued in the future as his restricted stock units vest over the disclosed schedule.