Snowflake Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

SNOWFLAKE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Dear fellow Stockholders,

Snowflake’s fiscal year ended January 31, 2025 marked another strong period for Snowflake. Our advancements throughout the end-to-end data lifecycle, and our focus on AI innovation continued to enable our customers to transform their businesses and serve their customers better than ever before. This led to Snowflake delivering $3.5 billion of product revenue, representing 30% growth year-over-year.

Last year, I said we were entering the era of enterprise AI. Now, that era is here, and we’ve made important progress to support our customers as they navigate this transformation. This past year was hallmarked not only by progress in AI, but also by the importance of building a strong data foundation to enable effective AI adoption

DATA DOES MORE IN THE ERA OF ENTERPRISE AI

Snowflake’s mission is to help every enterprise achieve its potential with data and AI. At every step, we look to eliminate friction in innovation to help our customers do more with their data to solve some of the world’s most important challenges. Our AI Data Cloud and world-leading platform have positioned us as a leader in our industry for many years, helping customers steadily eliminate limits to data, users, workloads, applications, and new forms of intelligence. Now, our platform has become foundational for enterprise AI strategies. Our commitment to maintaining our leadership position remains steadfast.

Snowflake’s success is grounded in creating a platform that is easy to use, connected, ensuring that data can flow seamlessly across teams and across organizations, and trusted, with governance and security that enable our customers to operate with confidence. As a result, we have seen our customers accelerate innovation, realize cost-savings, and activate enterprise AI at scale.

Many of our thousands of customers – some of the largest companies in the world – count on Snowflake as the foundation for their data and AI strategies. Whether it's through data engineering, data governance, collaboration, or analytics, we provide support for modern data architectures. Iconic brands like Exxon Mobil, Honeywell, London Stock Exchange Group, and thousands more run their mission critical business operations on Snowflake. And in just one year, we launched Cortex AI and now support over 4,000+ accounts using our AI and machine learning capabilities on a weekly basis.

Our innovation engine is in overdrive with milestone launches like Snowflake Intelligence, a groundbreaking agentic AI solution, the expansion of our Cortex AI portfolio, which helps our customers analyze, search, and build generative AI applications on structured and unstructured data, the introduction of Snowflake Open Catalog and Iceberg Interoperability, and the free availability of SnowConvert—our native code conversion tool. And our customers can now leverage best-in-class models from Anthropic, DeepSeek, Meta Llama, and more in Cortex AI, unlocking unprecedented flexibility and choice in shaping their AI strategies. These capabilities all help our customers do more with their data throughout the end-to-end data lifecycle.

Our acquisition of Datavolo, expanded partnerships with Anthropic, AWS, Microsoft and ServiceNow, and investments in TwelveLabs, Voyage AI, and more have strengthened our ecosystem and accelerated our ability to deliver against our AI vision and product roadmap. These moves have enabled us to support more of our customers’ data journey, provide seamless access to data across systems, and enhance our AI portfolio.

With our recent acquisition of Night Shift Development, Inc. (d/b/a Snowflake Public Sector, Inc.), and Department of Defense Impact Level 5 (IL 5) provisional authorization on AWS GovCloud US-West, we’re also now equipped to deliver mission-critical data and AI solutions to the national security community, including the U.S. Department of Defense, its military branches, and industry partners.

Snowflake is at the forefront of data and AI, seizing a generational opportunity to transform how businesses operate and how entire industries innovate. We're delivering breakthrough outcomes for our customers and reshaping what’s possible across the ecosystem. This is just the beginning—and we’re committed to leading the way, now and into the future.

Chief Executive Officer, Snowflake

NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS

To Be Held on July 2, 2025

Dear Stockholder:

We are pleased to invite you to virtually attend the 2025 Annual Meeting of Stockholders (Annual Meeting) of Snowflake Inc., a Delaware corporation (Snowflake). The Annual Meeting will be held virtually, via live audio webcast at www.virtualshareholdermeeting.com/SNOW2025 on Wednesday, July 2, 2025 at 10:00 a.m., Mountain Time. The virtual format of the Annual Meeting allows us to preserve stockholder access while saving time and money for both us and our stockholders. You will be able to vote and submit questions during the Annual Meeting, and we encourage you to attend online and participate.

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:

We have elected to provide internet access to the proxy materials for our Annual Meeting, which include the Proxy Statement, in lieu of mailing printed copies. Providing our Annual Meeting materials via the internet reduces the costs associated with our Annual Meeting and lowers our environmental impact, all without negatively affecting our stockholders’ ability to timely access our Annual Meeting materials.

On or about May 21, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (2025 Annual Report). The Notice provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail and vote by completing and mailing a proxy card or by telephone. The Proxy Statement and our 2025 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.

Our board of directors has fixed the close of business on May 8, 2025 as the record date for the Annual Meeting. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and virtually attend and vote at (or appoint their proxy holders to attend and vote at), the Annual Meeting or any adjournment, continuation, or postponement thereof. Such stockholders and their proxy holders may attend the Annual Meeting by going to www.virtualshareholdermeeting.com/SNOW2025 and logging on using the 16-digit control number located on the Notice, proxy card, or in the instructions accompanying the proxy materials.

By Order of the Board of Directors

Chief Executive Officer

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or voting instruction form, or by using our internet or telephonic voting system. Even if you have voted by proxy, you may still virtually attend the Annual Meeting and vote online.

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