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, 2026 marked a pivotal year in our evolution. What began as the promise of enterprise AI is now becoming operational reality and Snowflake is driving this transformation for many of the world’s leading organizations.

We are in the early innings of one of the most significant shifts in the history of computing. The pace of progress in AI is extraordinary, and Snowflake sits at the center of this change, helping organizations turn data into intelligence, and intelligence into action.

Over the past year, we delivered strong financial performance while continuing to expand the scope and impact of our platform. Full year product revenue reached $4.47 billion, up 29% year over year. We exited FY26 with $9.77 billion in remaining performance obligations, a clear signal of durable, long-term demand for Snowflake, as we become the cornerstone of our customers’ AI and data strategies.

$4.47 BFull year FY26 product revenue reached $4.47 billion, up 29% year over year.

Just as important as our financial performance is how our customers are using Snowflake. Originally built as a platform for data and analytics, it has evolved into the environment where organizations build, deploy, and operate AI-powered applications and workflows at scale.

THE AGENTIC ENTERPRISE

As AI adoption accelerates, a new challenge is emerging. Many systems lack shared context, consistent governance, and coordinated oversight, limiting their effectiveness at scale. Addressing this challenge defines the next phase of enterprise technology and the rise of the Agentic Enterprise.

A clear distinction is forming between systems that demonstrate intelligence and platforms that can operationalize it securely and reliably. Realizing the Agentic Enterprise will require a platform that combines trusted enterprise data, governed business context, secure execution, and broad model choice, and makes all of it easy to use.

That is exactly what Snowflake was built to do.

Snowflake is uniquely positioned to deliver a central control plane for enterprise AI, where data is unified, intelligence is created, and actions are executed. As AI agents become central to how work gets done, the need for a secure, governed, and deeply integrated data foundation is becoming even more critical. Snowflake already serves as the enterprise data layer for thousands of organizations worldwide, making us more relevant than ever in the era of AI.

Now, we are extending that foundation to power the next generation of AI-driven applications and workflows. Through partnerships with leading model providers, customers can bring state-of-the-art intelligence directly to their data, while integrations across enterprise applications ensure this value extends across critical systems with governance and control. This combination of platform-neutrality and trust is a key differentiator for Snowflake.

This past fiscal year, we introduced Snowflake Intelligence, bringing the power of AI directly to every user through a unified conversational interface. By combining leading models with enterprise guardrails, we are expanding who can interact with data and accelerating the outcomes they can achieve. At the same time, Cortex Code, our AI coding agent, is already being used by over 50% of our customers on a monthly basis. It’s enabling developers to build, test, and deploy AI-powered applications faster than ever while leveraging data across systems without added complexity. Together, these innovations unlock the power of all data for all users at the speed of AI. And the strong and growing adoption we’ve seen across our customer base for both capabilities reflects the urgency and scale of enterprise demand for AI built on a trusted data foundation.

Underpinning this progress is continued innovation across our platform. We are making it easier than ever to ingest data, prepare it for AI, and build both analytical and transactional applications within Snowflake.

With Snowflake Openflow, customers can seamlessly ingest structured and unstructured data from a variety of sources. With Snowflake Postgres, which leverages the technology from our acquisition of Crunchy Data, we introduced a fully managed operational database built directly into Snowflake, enabling developers to build and run transactional applications within the platform. Our acquisition of Observe extends our capabilities into AI-powered observability, enabling customers to monitor data and AI systems across their infrastructure, detect and resolve issues faster, and operate with greater visibility and efficiency.

Our ecosystem continues to strengthen through expanded partnerships across cloud infrastructure, AI models, and enterprise applications. We are deepening our collaboration with leading Cloud service providers including AWS and GCP, establishing strategic, multi-million dollar go-to-market and technology partnerships with frontier model developers such as Anthropic and OpenAI, and advancing our landmark partnership with SAP to unify business-critical application data with the Snowflake AI Data Cloud. These partnerships give customers access to leading models, technologies, and enterprise systems across the industry, while keeping their data secure, governed, and fully integrated within Snowflake.

Organizations around the world are already realizing the impact. Capital One is leveraging Snowflake to unify proprietary data and scale AI-driven analytics across the enterprise. Toyota Motor Europe is using Snowflake Intelligence to accelerate AI deployment and streamline operations. United Rentals is deploying AI agents across its business to improve decision-making at scale. And companies like BlackRock, Canva, and Siemens are modernizing their data foundations on Snowflake to support global, AI-driven innovation.

We are also applying these capabilities across Snowflake, improving how we build, operate, and serve our customers.

We are in the early stages of a generational shift in computing. Snowflake is uniquely positioned to lead, with a platform that is trusted, easy to use, and built to connect data, AI, and applications in a single environment.

Looking ahead, we remain focused on innovation, execution, and helping our customers achieve transformative outcomes with data and AI. The opportunity in front of us is significant, and we are excited about what lies ahead.

Sincerely,

Chief Executive Officer, Snowflake

NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS

To Be Held on June 29, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (Annual Meeting) of Snowflake Inc., a Delaware corporation. The Annual Meeting will be held virtually, via live audio webcast at www.virtualshareholdermeeting.com/SNOW2026 on Monday, June 29, 2026 at 9:00 a.m., Pacific 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 18, 2026, 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, 2026 (2026 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 2026 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 5, 2026 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/SNOW2026 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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