SNOW: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 15, 2026, the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors (the “ Board ”) of Snowflake Inc. (the “ Company ”), in consultation with the Board, granted a performance-based restricted stock unit (“ PSU ”) award to the Company’s Chief Executive Officer, Sridhar Ramaswamy (the “ CEO Performance Award ”). In granting the CEO Performance Award, the Compensation Committee considered the importance of retaining and incentivizing Mr. Ramaswamy, a highly sought-after industry leader with a unique combination of deep AI expertise, operational and product leadership experience, and demonstrated ability to drive the Company’s strategic direction, within a highly competitive environment for AI talent. The Compensation Committee structured the award over an extended performance period and with stock price milestones that require material long-term stockholder value creation in order to be earned. The CEO Performance Award consists of a PSU award under the Company’s 2020 Equity Incentive Plan (the “ Plan ”) for 1,000,000 shares of the Company’s common stock (“ Common Stock ”). Two requirements must be satisfied for a PSU to vest: a service-based requirement and a stock price requirement, as described below. The stock price requirement divides the award into five tranches with escalating stock price milestones that are designed to culminate in adding up to $100 billion of stockholder value on a fully-diluted basis (subject to certain exclusions, including shares reserved for settlement of Employee Stock Purchase Plan purchases and settlement of debt) from the closing price of the Common