NYSE: SNOW Snowflake Inc. 8-K

Snowflake grants CEO 1M-share performance award tied to $324–$531 price targets through 2030

Filed July 16, 2026 · Period ending July 15, 2026 · ~1 min read

Key Changes

high

CEO Ramaswamy received a 1M-share PSU award requiring stock price milestones from $324 to $531 (designed to add up to $100B in stockholder value) and service as CEO through Sept 2029–2030, with vested shares deferred one year.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
high

Award structured in five tranches with performance periods of 2–7 years; highest tranches require sustained $531 price over 90 consecutive days and CEO service through Sept 2030.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
medium

In a change of control, stock price requirements measured by per-share consideration (linear interpolation above $324); achieved tranches vest, remainder forfeited.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
low

Clawback provisions allow board to recoup vested shares or proceeds if CEO engages in misconduct or if accounting restatement occurs during performance or lookback periods.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Snowflake's board granted CEO Sridhar Ramaswamy a performance-based restricted stock unit award covering 1 million shares, structured to align his compensation with substantial stockholder value creation.

The award divides into five tranches with escalating stock price targets from $324 to $531 per share, designed to add up to $100 billion in stockholder value on a fully-diluted basis from the July 15, 2026 closing price. Each tranche requires the stock to trade at or above its target for 90 consecutive days during performance periods ranging from 2 to 7 years. Beyond the price milestones, Mr.

Ramaswamy must remain CEO through September 2029 for the first two tranches and through September 2030 for the remaining three. Vested shares are subject to a one-year delivery deferral. For retail holders, this award signals the board's intent to retain Mr. Ramaswamy through 2030 in a competitive AI talent market, while tying a significant portion of his compensation to stock price appreciation that would materially benefit all shareholders. The structure creates alignment: the CEO earns nothing unless the stock reaches levels well above current trading. The highest tranches require the stock to sustain $531 over seven years, a demanding hurdle. In a sale scenario, the award measures achievement based on the acquisition price, ensuring the CEO's interests align with stockholders in a change of control. Standard clawback provisions apply for misconduct or accounting restatements.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,500 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

4 Added

Added CEO performance award high

Added in current filing · verify on EDGAR →

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”). ... 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”).

Snowflake's board granted CEO Sridhar Ramaswamy a performance-based restricted stock unit award covering 1,000,000 shares. The award requires both stock price milestones and continued service as CEO through specified dates. The board cited the need to retain and incentivize Mr. Ramaswamy given his AI expertise and leadership in a competitive talent environment.

Added Service requirements medium

Added in current filing · verify on EDGAR →

The service-based requirement will be met on September 15, 2029 for tranches 1 and 2 and September 15, 2030 for tranches 3, 4, and 5, subject to Mr. Ramaswamy’s service as Chief Executive Officer through each such date. In addition to the vesting requirements described above, any earned shares are subject to a one-year delivery deferral, except as set forth below.

Beyond the stock price milestones, Mr. Ramaswamy must remain CEO through September 15, 2029 for the first two tranches and through September 15, 2030 for the remaining three tranches. Vested shares are subject to a one-year delivery deferral after vesting, meaning shares are delivered within 30 days following the first anniversary of vesting or a change in control, whichever is earlier.

Added Change in control provisions medium

Added in current filing · verify on EDGAR →

If a Change in Control (as defined in the Plan) occurs during a performance period, then the performance period will end as of immediately prior to the Change in Control, and to the extent that any of the stock price requirements would be achieved based on the value of the per-share consideration received by the

Company’s stockholders (based on linear interpolation above $324), such stock price requirement(s) will be deemed achieved, and the remainder of the award will be forfeited.

If Snowflake is acquired during a performance period, the stock price requirements are measured based on the per-share consideration received by stockholders using linear interpolation above $324. Any tranches meeting their price targets based on the acquisition price are deemed achieved, while the remainder are forfeited. This structure aligns CEO incentives with stockholder value in a sale scenario.

Show 1 minor / wording change

Added Clawback provisions low

Added in current filing · verify on EDGAR →

In the event (i) it is determined by the Board that, either during a performance period or during the three (3) year period immediately preceding such performance period, Mr. Ramaswamy has engaged in Misconduct (as defined pursuant to the terms of the CEO Performance Award), or (ii) either during a performance period or during the Lookback Period (as defined in the Snowflake Inc. Incentive Compensation Recoupment Policy (the “Clawback Policy”)), there is an Accounting Restatement (as defined in the Clawback Policy), then in either case, the Board may determine that all vested shares received by Mr. Ramaswamy pursuant to this CEO Performance Award, and/or any proceeds from the sale of such shares, be promptly forfeited in full by Mr. Ramaswamy to the Company and/or any value received be subject to prompt and full recoupment by the Company from Mr. Ramaswamy.

The award includes clawback provisions allowing the board to recoup vested shares or sale proceeds if Mr. Ramaswamy engages in misconduct during or in the three years preceding a performance period, or if there is an accounting restatement during the performance period or applicable lookback period. These provisions align with standard governance practices for executive compensation.