SNOW: Material agreement · New financial obligation · Unregistered securities sale · Other company developments

Item 1.01 Entry into a Material Agreement. On September 28, 2026, Snowflake Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $2.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the “ 2029 Notes ”) and $1.75 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031 (the “ 2031 Notes ”, and together with the 2029 Notes, the “ Notes ”). Each series of Notes was issued pursuant to separate indentures, each dated October 1, 2026 (each an “ Indenture ” and together, the “ Indentures ”), between the Company and U.S. Bank Trust Company, National Association, as trustee. Pursuant to the purchase agreement between the Company and the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $300.0 million principal amount of the 2029 Notes and up to an additional $250.0 million principal amount of the 2031 Notes. The Notes are general, senior unsecured obligations of the Company. The 2029 Notes will mature on October 15, 2029 and the 2031 Notes will mature on October 15, 2031, in each case unless earlier converted, redeemed, or repurchased. Neither the 2029 Notes nor the 2031 Notes will bear regular interest, and the principal amount of the Notes will not accrete. Holders may convert all or any portion of their 2029 Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2029, and holders may convert all or any portion of their 2031 Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2031, in each case