Snowflake Inc.
For the period ended Sep 28, 2026. Filed Oct 2, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Sep 28, 2026 · Filed Oct 2, 2026
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Contents
EX-99.2 · Concurrent Note Repurchases
Concurrent Note Repurchases
Snowflake expects to use approximately $548.3 million of the net proceeds from the offering to repurchase for cash approximately $261.8 million aggregate principal amount of the 2027 notes in privately negotiated transactions (each, a “note repurchase transaction”) effected through one of the initial purchasers or its affiliate concurrently with the pricing of the offering. This press release is not an offer to repurchase the 2027 notes, and the offering of the notes is not contingent upon the note repurchase transactions.
In connection with any note repurchase transaction, Snowflake expects that holders of the 2027 notes repurchased and who have hedged their equity price risk with respect to such 2027 notes (the “hedged holders”) will, concurrently with, or shortly after, the pricing of the notes offered in the offering, unwind all or part of their hedge positions by buying Snowflake’s common stock and/or entering into or unwinding various derivative transactions with respect to Snowflake’s common stock. The amount of common stock to be purchased by the hedged holders or the notional number of shares of common stock underlying such derivative transactions may be substantial in relation to the historical average daily trading volume of common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of Snowflake’s common stock, including concurrently with the pricing of the notes, which could have resulted in a higher effective conversion price of the notes. Snowflake cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes offered in the offering or its common stock.
The notes and any shares of Snowflake’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
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