Snowflake Inc. - Annual Report: 2024 (Form 10-K)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Securities registered pursuant to section 12(g) of the Act: Not Applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒

Accelerated filer

☐

Non-accelerated filer

☐

Small reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ ☒

The aggregate market value of voting stock held by non-affiliates of the Registrant on July 31, 2023 (the last business day of the Registrant’s fiscal second quarter), based on the closing price of $177.71 for shares of the Registrant’s Class A common stock as reported by the New York Stock Exchange, was approximately $ billion.

As of March 15, 2024, there were million shares of the registrant’s Class A common stock, par value of $0.0001 per share, outstanding (excluding approximately 0.2 million shares of Class A common stock held by a wholly owned subsidiary of the registrant which are treated as treasury stock for accounting purposes).

DOCUMENTS INCORPORATED BY REFERENCE

1 We are a Delaware corporation with a globally distributed workforce and no corporate headquarters. Under the Securities and Exchange Commission's rules, we are required to designate a “principal executive office.” For purposes of this report, we have designated our office in Bozeman, Montana as our principal executive office.

Table of Contents

TABLE OF CONTENTS

See Note 5, “Fair Value Measurements,” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.

We plan to continue these types of strategic investments as part of our corporate development program. We anticipate additional volatility to our consolidated statements of operations as a result of changes in market prices, changes resulting from observable transactions for the same or similar investments of the same issuer, and impairments to our strategic investments.

Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: )			72
Consolidated Balance Sheets			74
Consolidated Statements of Operations			75
Consolidated Statements of Comprehensive Loss			76
Consolidated Statements of Stockholders’ Equity			77
Consolidated Statements of Cash Flows			78
Notes to Consolidated Financial Statements			80

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Snowflake Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Snowflake Inc. and its subsidiaries (the “Company”) as of January 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders' equity and of cash flows for each of the three years in the period ended January 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Capacity Arrangements

As described in Note 2 to the consolidated financial statements, the Company delivers its platform over the internet as a service. The Company’s customers consume the platform typically under capacity arrangements, in which customers commit to a certain amount of consumption at specified prices. Management recognizes revenue as customers consume compute, storage, and data transfer resources. The Company’s total revenue for the year ended January 31, 2024 was $2.8 billion, of which a significant portion is recognized under capacity arrangements.

The principal considerations for our determination that performing procedures relating to revenue recognition - capacity arrangements is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence related to revenue recognized under capacity arrangements.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over revenue transactions recognized under capacity arrangements. These procedures also included, among others, evaluating, on a test basis, revenue recognized under capacity arrangements by obtaining and inspecting invoices, customer order forms, cash receipts from customers, usage confirmations from customers, and usage records.

/s/

March 26, 2024

We have served as the Company’s auditor since 2019.

Table of Contents

SNOWFLAKE INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

January 31, 2024

January 31, 2023

Assets

Current assets:

Cash and cash equivalents

Short-term investments

Accounts receivable, net

Deferred commissions, current

Prepaid expenses and other current assets

Total current assets

Long-term investments

Property and equipment, net

Operating lease right-of-use assets

Goodwill

Intangible assets, net

Deferred commissions, non-current

Other assets

Total assets

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current

Deferred revenue, current

Total current liabilities

Operating lease liabilities, non-current

Deferred revenue, non-current

Other liabilities

Total liabilities

Commitments and contingencies (Note 10)

par value per share; shares authorized, shares issued and outstanding as of each January 31, 2024 and 2023

Common stock; $ par value per share; Class A shares authorized, and shares issued and outstanding as of January 31, 2024 and 2023, respectively (excluding shares and shares of treasury stock held by a wholly-owned subsidiary as of January 31, 2024 and 2023, respectively(1)); Class B shares authorized, shares issued and outstanding as of each January 31, 2024 and 2023

Treasury stock, at cost; shares and shares held as of January 31, 2024 and 2023, respectively

()

Additional paid-in capital

Accumulated other comprehensive loss

()

Accumulated deficit

()

Total Snowflake Inc. stockholders’ equity

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

________________

(1) million shares of its Class A common stock to one of its wholly-owned subsidiaries, in exchange for a noncontrolling equity interest in the acquired company that was held by the subsidiary prior to this business combination. These shares are treated as treasury stock for accounting purposes. See Note 7, “Business Combinations,” for further details.

See accompanying notes to consolidated financial statements.

Table of Contents

SNOWFLAKE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Fiscal Year Ended January 31,
	2024		2023		2022

Revenue	$		$		$
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses
Operating loss	()		()		()
Interest income
Other income (expense), net			()
Loss before income taxes	()		()		()
Provision for (benefit from) income taxes	()		()
Net loss	()		()		()
Less: net loss attributable to noncontrolling interest	()		()
Net loss attributable to Snowflake Inc.	$	()	$	()	$	()
Net loss per share attributable to Snowflake Inc. Class A and Class B common stockholders—basic and diluted(1)	$	()	$	()	$	()
Weighted-average shares used in computing net loss per share attributable to Snowflake Inc. Class A and Class B common stockholders—basic and diluted(1)

AmountSharesAmount ) — — — — — — )) $ ()$()$ $()$()$ $ $

________________

(1)

(2) million shares of its Class A common stock to one of its wholly-owned subsidiaries, in exchange for a noncontrolling equity interest in the acquired company that was held by the subsidiary prior to this business combination. These shares are treated as treasury stock for accounting purposes. See Note 7, “Business Combinations,” for further details.

See accompanying notes to consolidated financial statements.

Table of Contents

SNOWFLAKE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Fiscal Year Ended January 31,
	2024		2023		2022

Cash flows from operating activities:
Net loss	$	()	$	()	$	()
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
Non-cash operating lease costs
Amortization of deferred commissions
Stock-based compensation, net of amounts capitalized
Net amortization (accretion) of premiums (discounts) on investments	()
Net realized and unrealized losses (gains) on strategic investments in equity securities	()				()
Deferred income tax	()		()		()
Other
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable	()		()		()
Deferred commissions	()		()		()
Prepaid expenses and other assets			()		()
Accounts payable
Accrued expenses and other liabilities
Operating lease liabilities	()		()		()
Deferred revenue
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment	()		()		()
Capitalized internal-use software development costs	()		()		()
Cash paid for business combinations, net of cash, cash equivalents, and restricted cash acquired	()		()
Purchases of intangible assets	()		()		()
Purchases of investments	()		()		()

Sales of investments
Maturities and redemptions of investments
Net cash provided by (used in) investing activities			()		()
Cash flows from financing activities:



Proceeds from exercise of stock options
Proceeds from issuance of common stock under employee stock purchase plan




Taxes paid related to net share settlement of equity awards	()		()
Repurchases of common stock	()
Capital contributions from noncontrolling interest holders

Table of Contents


	Fiscal Year Ended January 31,
	2024		2023		2022

Payments of deferred purchase consideration for business combinations			()		()
Net cash provided by (used in) financing activities	()		()
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	()		()		()
Net increase (decrease) in cash, cash equivalents, and restricted cash			()
Cash, cash equivalents, and restricted cash—beginning of period
Cash, cash equivalents, and restricted cash—end of period	$		$		$
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$		$		$
Supplemental disclosures of non-cash investing and financing activities

Property and equipment included in accounts payable and accrued expenses	$		$		$

Stock-based compensation included in capitalized software development costs	$		$		$


Issuance of common stock in connection with business combinations	$		$		$


Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other current liabilities	$		$		$

		$		$

________________

(1)No individual country in these areas represented more than 10% of the Company’s revenue for all periods presented.

(2)Includes Europe, the Middle East and Africa.

Accounts Receivable, Net

As of January 31, 2024 and 2023, allowance for credit losses of $ million and $ million, respectively, was included in the Company’s accounts receivable, net balance.

Significant Customers

For purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. As of January 31, 2024 and 2023, there were no customers that represented 10% or more of the Company’s accounts receivable, net balance. Additionally, there were no customers that represented 10% or more of the Company’s revenue for each of the fiscal years ended January 31, 2024, 2023, and 2022.

Deferred Revenue

The Company recognized $ billion, $ million, and $ million of revenue for the fiscal years ended January 31, 2024, 2023, and 2022, respectively, from the deferred revenue balances as of January 31, 2023, 2022, and 2021, respectively.

Remaining Performance Obligations

As of January 31, 2024, the Company’s RPO was $ billion, of which the Company expects approximately % to be recognized as revenue in the ending January 31, 2025 based on historical customer consumption patterns. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion and can extend beyond the original contract term in cases where customers are permitted to roll over unused capacity to future periods, generally on the purchase of additional capacity at renewal.

Table of Contents

$ $()$ Money market funds Time deposits Total cash equivalents () Investments:Corporate notes and bonds () U.S. government and agency securities () Commercial paper () Certificates of deposit () Total investments () Total cash equivalents and investments$ $ $()$

January 31, 2023

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Cash equivalents:

Money market funds(1)

Commercial paper

()

Corporate notes and bonds

Certificates of deposit

()

Total cash equivalents(1)

()

Investments:

Corporate notes and bonds

()

Commercial paper

()

U.S. government and agency securities

()

Certificates of deposit

()

Total investments

()

Total cash equivalents and investments(1)

()

________________

(1)Includes a reclassification of $ million from cash to cash equivalents for the money market funds balance as of January 31, 2023, as presented in the Annual Report on Form 10-K filed with the SEC on March 29, 2023. Such reclassification did not impact the Company’s consolidated balance sheet as of January 31, 2023 or its consolidated statement of cash flows for the fiscal year ended January 31, 2023.

The Company included $ million and $ million of interest receivable in prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2024 and 2023, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of January 31, 2024 and 2023 because such potential losses were not material.

As of January 31, 2024, the contractual maturities of the Company’s available-for-sale marketable debt securities did not exceed months.

Table of Contents

Due in 1 year to 3 years Total$

$()$ $ $ $()Total cash equivalents () ()Investments:Corporate notes and bonds () () ()U.S. government and agency securities () () ()Commercial paper () ()Certificates of deposit () ()Total investments () () ()Total cash equivalents and investments$ $()$ $()$ $()

January 31, 2023

Less than 12 Months

12 Months or Greater

Total

Fair Value

Gross
Unrealized
Losses

Fair Value

Gross
Unrealized
Losses

Fair Value

Gross
Unrealized
Losses

Cash equivalents:

Commercial paper

()

Certificates of deposit

()

Total cash equivalents

()

Investments:

Corporate notes and bonds

()

U.S. government and agency securities

()

Commercial paper

()

Certificates of deposit

()

Total investments

()

Total cash equivalents and investments

()

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. The decline in fair values of these securities due to credit related factors was not material as of January 31, 2024 and 2023.

Table of Contents

$ $ Money market funds Time deposits

Short-term investments:

Corporate notes and bonds U.S. government and agency securities Commercial paper Certificates of deposit

Long-term investments:

Corporate notes and bonds U.S. government and agency securities Certificates of deposit Derivative assets:

Foreign currency forward contracts

Total assets

$ $ $

Liabilities:

Derivative liabilities:

Foreign currency forward contracts

$ $()$()

Total liabilities

$ $()$()

Table of Contents

$ $ Commercial paper Corporate notes and bonds Certificates of deposit

Short-term investments:

Corporate notes and bonds Commercial paper Certificates of deposit U.S. government and agency securities

Long-term investments:

Corporate notes and bonds U.S. government and agency securities $

$ $ Impairments()()

Net unrealized gains (losses) on marketable equity securities

()()

Net unrealized gains (losses) on strategic investments in equity securities

()

Realized gains on non-marketable equity securities under Measurement Alternative(1)

Total—included in other income (expense), net$ $()$

________________

(1)Includes primarily a remeasurement gain of $ million recognized on a previously held equity interest as a result of a business combination completed during the fiscal year ended January 31, 2024. See Note 7, “Business Combinations,” for further details.

The cumulative upward adjustments and the cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative held by the Company as of January 31, 2024 were $ million and $ million, respectively.

$ Computers, equipment, and software Furniture and fixtures Capitalized internal-use software development costs Construction in progress—capitalized internal-use software development costs Construction in progress—other Total property and equipment, gross

Less: accumulated depreciation and amortization(1)

()()Total property and equipment, net$ $

________________

(1)Includes $ million and $ million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2024 and 2023, respectively.

Table of Contents

million, $ million, and $ million for the fiscal years ended January 31, 2024, 2023, and 2022, respectively. Included in these amounts was the amortization of capitalized internal-use software development costs of $ million, $ million, and $ million for the fiscal years ended January 31, 2024, 2023, and 2022, respectively.

During the fiscal year ended January 31, 2024, the Company recognized impairment charges of $ million related to its capitalized internal-use software development costs previously included in construction in-progress that were no longer probable of being completed. Such impairment charges were recorded as research and development expenses on the consolidated statements of operations. Impairment charges related to capitalized internal-use software development costs recognized during the fiscal years ended January 31, 2023 and 2022 were material.

million (the Previously Held Equity Interest). In connection with this business combination, the Company remeasured the Previously Held Equity Interest at the date of the acquisition and recognized a gain of $ million, which was recorded in other income (expense), net on the Company’s consolidated statement of operations for the fiscal year ended January 31, 2024.

million, which was comprised of the following (in thousands):


			Estimated Fair Value

Cash			$
Deferred cash consideration
Common stock(1)
Fair value of previously held equity interest(2)
Total			$

________________

(1)Approximately million shares of the Company’s Class A common stock, issued to selling stockholders that were not affiliated with the Company, were included in the purchase consideration, and the fair values of these shares were determined based on the closing market price of $ per share on the acquisition date.

(2)In connection with this business combination, the Company issued approximately million shares of its Class A common stock to the Investing Subsidiary in exchange for the Previously Held Equity Interest. The fair values of these shares were determined based on the closing market price of $ per share on the acquisition date. These shares are treated as treasury stock for accounting purposes.

In connection with this business combination, the Company also issued to certain of Samooha’s employees a total of million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock. These shares are subject to vesting agreements pursuant to which the shares will vest over , subject to each of these employees’ continued employment with the Company or its affiliates. The $ million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of . In addition, the Company agreed to grant under its 2020 Equity Incentive Plan certain RSUs that contain both post-combination service-based and performance-based vesting conditions to eligible existing or future employees. See Note 11, “Equity,” for further discussion.

Table of Contents

Goodwill

Developed technology intangible asset

Other net tangible liabilities

()

Deferred tax liabilities, net(1)

()Total$

________________

(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the discounted cash flow method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and technology migration curve.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.

Neeva Inc.

During the three months ended July 31, 2023, the Company acquired all outstanding stock of Neeva Inc. and its equity investee (collectively, Neeva), for $ million in cash. The Company acquired Neeva primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the three months ended January 31, 2024, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

Goodwill Developed technology intangible assets Other net tangible liabilities()

Deferred tax liabilities, net(1)

()Total$

________________

(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair values of the developed technology intangible assets were estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

Table of Contents

million in cash. The Company acquired Mountain primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

Goodwill Developed technology intangible asset

Other net tangible liabilities()

Deferred tax liabilities, net(1)

()Total$

________________

(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the Data Cloud, as well as expanding the Company’s professional services footprint.

LeapYear Technologies, Inc.

On February 10, 2023, the Company acquired all outstanding stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provided a differential privacy platform, for $ million in cash. The Company acquired LeapYear primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

100

Table of Contents

Goodwill Developed technology intangible asset

Other net tangible liabilities()

Deferred tax liabilities, net(1)

()Total$

________________

(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

Other Business Combination

During the fiscal year ended January 31, 2024, the Company acquired all outstanding stock of a privately-held company for $ million in cash. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $ million of cash acquired, $ million as a developer community intangible asset (to be amortized over an estimated useful life of ), and $ million as goodwill, which is not deductible for income tax purposes.

The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the business combinations above were material during the fiscal year ended January 31, 2024.

From the respective dates of acquisition through January 31, 2024, revenue attributable to each of the companies acquired in fiscal 2024, included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2024 was not material. It was impracticable to determine the effect on the Company’s net loss attributable to each of the companies acquired in fiscal 2024 as these operations have been integrated into the Company’s ongoing operations since the respective dates of acquisition.

101

Table of Contents

$ ()$()

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Samooha and Neeva to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company, Samooha, and Neeva as though these business combinations occurred as of February 1, 2022, the beginning of the Company’s fiscal 2023. The historical consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if these business combinations had taken place as of February 1, 2022.

Pro forma financial information has not been presented as the effects of each of the Mountain, LeapYear, and other fiscal 2024 business combinations were not material to the Company’s consolidated financial statements.

Fiscal 2023

Applica Sp. z.o.o.

On September 23, 2022, the Company acquired all outstanding stock of Applica Sp. z.o.o. (Applica), a privately-held company which provided an artificial intelligence platform for document understanding, for $ million in cash. The Company acquired Applica primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

Goodwill Developed technology intangible asset

Other net tangible liabilities()

Deferred tax liabilities, net(1)

()Total$

________________

(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

102

Table of Contents

million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023.

Streamlit, Inc.

On March 31, 2022, the Company acquired all outstanding stock of Streamlit, Inc. (Streamlit), a privately-held company which provided an open-source framework for creating and deploying data applications. The Company acquired Streamlit primarily for its talent and developer community. The Company has accounted for this transaction as a business combination. million, which was comprised of the following (in thousands):

Common stock(1)

Total

$ ________________

(1)Approximately million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ per share on the acquisition date.

In addition, in connection with this business combination, the Company issued to Streamlit’s founders a total of million shares of the Company’s Class A common stock in exchange for a portion of their Streamlit stock. These shares are subject to vesting agreements pursuant to which the shares will vest over , subject to each founder’s continued employment with the Company or its affiliates. The $ million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of . See Note 11, “Equity,” for further discussion.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values.

Goodwill Developer community intangible asset

Other net tangible liabilities()

Deferred tax liabilities, net(1)

()Total$

________________

(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developer community intangible asset was estimated using the replacement cost method which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

103

Table of Contents

million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023.

Other Business Combination

During the fiscal year ended January 31, 2023, the Company acquired all outstanding stock of a privately-held company for $ million in cash. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $ million as a developed technology intangible asset (to be amortized over an estimated useful life of ), $ million of net tangible assets acquired, and $ million as goodwill, which is not deductible for income tax purposes.

Acquisition-related costs, recorded as general and administrative expenses, associated with this business combination were material for the fiscal year ended January 31, 2023.

Unaudited Pro Forma Financial Information

$ ()$()

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of these three acquired companies to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and these three acquired companies as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022. The historical consolidated financial information in the unaudited pro forma tables above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if these business combinations had taken place as of February 1, 2021.

104

Table of Contents

$()$ Developer community () Assembled workforce () Patents () Total finite-lived intangible assets$ $()$ Indefinite-lived intangible assets—trademarks Total intangible assets, net$

January 31, 2023

Gross

Accumulated Amortization

Net

Finite-lived intangible assets:

Developer community

()

Developed technology

()

Assembled workforce

()

Patents

()

Other

()

Total finite-lived intangible assets

()

Indefinite-lived intangible assets—trademarks

Total intangible assets, net

During the fiscal year ended January 31, 2024, in addition to the developed technology and developer community intangible assets acquired in connection with fiscal 2024 business combinations, the Company also acquired $ million of intangible assets, primarily consisting of assembled workforce intangible assets with a useful life of . Intangible assets acquired during the fiscal year ended January 31, 2023 consisted primarily of developer community and developed technology intangible assets acquired in connection with fiscal 2023 business combinations. See Note 7, “Business Combinations,” for further details.

Amortization expense of intangible assets was $ million, $ million, and $ million for the fiscal years ended January 31, 2024, 2023, and 2022, respectively.

105

Table of Contents

2026 2027 2028 2029 ThereafterTotal$

Goodwill

Additions and related adjustments(1)

Balance—January 31, 2023

Additions and related adjustments(1)

Balance—January 31, 2024

________________

(1)Includes measurement period adjustments related to the preliminary fair values of the assets acquired and liabilities assumed in business combinations. These adjustments did not have a material impact on goodwill. See Note 7, “Business Combinations,” for further details.

$ Accrued third-party cloud infrastructure expenses Employee contributions under employee stock purchase plan Liabilities associated with sales, marketing and business development programs Accrued taxes Employee payroll tax withheld on employee stock transactions Accrued professional services Accrued purchases of property and equipment Other Total accrued expenses and other current liabilities$ $

10.

106

Table of Contents

$ $ Variable lease costs Sublease income()()()Total lease costs$ $ $

Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands):


	Fiscal Year Ended January 31,
	2024	2023	2022

Cash payments (receipts) included in the measurement of operating lease liabilities—operating cash flows	$	$	$
Operating lease liabilities arising from obtaining right-of-use assets	$	$	$

Weighted-average remaining lease term and discount rate for the Company’s operating leases were as follows:


	January 31, 2024		January 31, 2023

Weighted-average remaining lease term (years)
Weighted-average discount rate		%		%

$()$ 2026 () 2027 () 2028 () 2029 () Thereafter ()

Total lease payments (receipts)

$ $()$ Less: imputed interest()Present value of operating lease liabilities$

Other Contractual Commitments

Other contractual commitments relate mainly to third-party cloud infrastructure agreements and subscription arrangements used to facilitate the Company’s operations at the enterprise level.

107

Table of Contents

2026 2027 2028 2029 (1)(2)ThereafterTotal$

________________

(1)Includes $ million of remaining non-cancelable contractual commitments as of January 31, 2024 related to one of the Company’s third-party cloud infrastructure agreements, under which the Company committed to spend an aggregate of at least $ billion between June 2023 and May 2028 with no minimum purchase commitment during any year. The Company is required to pay the difference if it fails to meet the minimum purchase commitment by May 2028 and such payment can be applied to qualifying expenditures for cloud infrastructure services for up to twelve months after May 2028.

(2)Also includes $ million of remaining non-cancelable contractual commitments as of January 31, 2024 related to another one of the Company’s third-party cloud infrastructure agreements, under which the Company committed to spend an aggregate of at least $ million between January 2024 and December 2028 with no minimum purchase commitment during any year. The Company is required to pay the difference if it fails to meet the minimum purchase commitment by December 2028.

401(k) Plan—The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did make any matching contributions to the 401(k) plan for each of the fiscal years ended January 31, 2024, 2023, and 2022.

Legal Matters—On March 23, 2021, a former employee filed a charge with the National Labor Relations Board (the NLRB) claiming that he was terminated in retaliation for engaging in concerted activity protected under the National Labor Relations Act. On September 15, 2023, following a hearing before a NLRB administrative law judge, the administrative law judge issued his ruling in favor of the former employee and ordered that he be awarded certain compensatory and other damages.

The Company is appealing the ruling to the Board of the NLRB. The Company believes it is reasonably possible that a loss could ultimately result from an unfavorable outcome and that an estimate of the potential range of loss is between and $ million, plus interest. material loss accrual was recorded in the Company’s consolidated balance sheet as of January 31, 2024, because management believes the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.

In addition, the Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position, results of operations, or cash flows.

Letters of Credit—As of January 31, 2024, the Company had a total of $ million in cash collateralized letters of credit outstanding, substantially in favor of certain landlords for the Company’s leased facilities. These letters of credit renew annually and expire at various dates through fiscal 2033.

Indemnification—The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including business partners, investors, contractors, customers, and the Company’s officers, non-employee directors, and certain employees. The Company has agreed to indemnify and defend the indemnified party for claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims due to the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. For each of the fiscal years ended January 31, 2024, 2023, and 2022, losses recorded in the consolidated statements of operations in connection with the indemnification provisions were not material.

108

Table of Contents

11.

million shares of undesignated preferred stock with a par value of $ per share and with rights and preferences, including voting rights, designated from time to time by the board of directors.

Common Stock and Elimination of Dual-Class Structure—The Company has classes of common stock authorized: Class A common stock and Class B common stock. In connection with the IPO in September 2020, the Company’s amended and restated certificate of incorporation authorized the issuance of billion shares of Class A common stock and million shares of Class B common stock. On March 1, 2021, all million shares of the Company's then-outstanding Class B common stock, par value $ per share, were automatically converted into the same number of shares of Class A common stock, par value $ per share, pursuant to the terms of the Company’s amended and restated certificate of incorporation. No additional shares of Class B common stock will be issued following such conversion.

The shares of Class A common stock and Class B common stock were identical prior to the conversion, except with respect to voting, converting, and transfer rights. Prior to the conversion, each share of Class B common stock was entitled to cast votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the conversion, all former holders of shares of Class B common stock are now holders of shares of Class A common stock, which is entitled to only vote per share on all matters subject to a stockholder vote. Class A and Class B common stock are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise indicated. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Prior to the conversion, shares of Class B common stock were convertible to Class A common stock at any time at the option of the stockholder, and shares of Class B common stock would automatically convert to Class A common stock upon the following: (i) sale or transfer of such share of Class B common stock; (ii) the death of the Class B common stockholder (or nine months after the date of death if the stockholder is one of the Company’s founders); and (iii) on the final conversion date, defined as the earlier to occur following an IPO of (a) the first trading day on or after the date on which the outstanding shares of Class B common stock represented less than % of the then outstanding Class A and Class B common stock; (b) September 15, 2027, which is the seventh anniversary of the effectiveness of the registration statement filed in connection with the IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class.

In addition, on March 3, 2021, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the conversion. Upon the effectiveness of the certificate, the Company’s total number of authorized shares of capital stock was reduced by the retirement of million shares of Class B common stock.

Restricted stock units outstanding 2020 Equity Incentive Plan:Options outstanding Restricted stock units outstanding Shares available for future grants 2020 Employee Stock Purchase Plan:Shares available for future grants Total shares of common stock reserved for future issuance

109

Table of Contents

billion of its outstanding common stock. Repurchases may be effected, from time to time, either on the open market (including via pre-set trading plans), in privately negotiated transactions, or through other transactions in accordance with applicable securities laws. The program is funded using the Company’s working capital and will expire in March 2025. The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors. The program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

Weighted-average price per share(1)

Aggregate purchase price(1)

________________

(1)Includes transaction costs associated with the repurchases.

As of January 31, 2024, $ billion remained available for future stock repurchases under the stock repurchase program. The first million shares repurchased during the fiscal year ended January 31, 2024 were recorded in treasury stock as a reduction to the stockholders’ equity on the consolidated balance sheets. All subsequent repurchases of common stock were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price (including associated transaction costs) over par value was recorded entirely to retained earnings (accumulated deficit) on the consolidated balance sheets.

Treasury Stock—As described above, million shares were repurchased under the Company’s authorized stock repurchase program and recorded in treasury stock, of which shares were reissued upon settlement of equity awards during the fiscal year ended January 31, 2024.

In addition, during the fiscal year ended January 31, 2024, in connection with the Samooha business combination as discussed in Note 7, “Business Combinations,” the Company issued approximately million shares of its Class A common stock to one of its wholly-owned subsidiaries in exchange for a noncontrolling equity interest in Samooha that was held by the subsidiary prior to this business combination. These shares are treated as treasury stock for accounting purposes.

Equity Incentive Plans—The Company’s 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with its IPO in September 2020, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of equity compensation (collectively, equity awards). All shares that remain available for future grants are under the 2020 Plan.

The Company’s 2012 Equity Incentive Plan (2012 Plan) provided for the grant of equity awards to employees, non-employee directors, and other service providers of the Company. The 2012 Plan was terminated in September 2020 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan. Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity awards granted under the 2012 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan. No further equity awards will be granted under the 2012 Plan. On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock. As a result of this conversion, options and RSUs that were previously denominated in shares of Class B common stock and issued under the 2012 Plan remained unchanged, except that they represent the right to receive shares of Class A common stock.

110

Table of Contents

million shares of the Company’s Class A common stock was initially reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of Class A common stock, such number of shares not to exceed million. On February 1, 2023, the shares available for future grants under the 2020 Plan were automatically increased by million shares pursuant to the provision described in the preceding sentence.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP), which became effective in connection with the IPO, authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of million shares of the Company’s Class A common stock was initially reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP. On February 1, 2023, the shares available for future grants under the 2020 ESPP were automatically increased by million shares pursuant to the provision described in the preceding sentence. The price at which Class A common stock is purchased under the 2020 ESPP is equal to % of the fair market value of a share of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. Offering periods are generally long and begin on March 15 and September 15 of each year, except for the first two offering periods. The initial offering period began on September 15, 2020 and ended on February 26, 2021. The second offering period began on March 1, 2021 and ended on September 14, 2021.

Stock Options—Stock options granted under the 2012 Plan and the 2020 Plan (collectively, the Plans) generally vest based on continued service over and expire from the date of grant. Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire from the date of grant.

111

Table of Contents

$ $ Shares authorized—Options exercised—()$ Options canceled()$ RSUs granted()—RSUs forfeited—

Balance—January 31, 2022

$ $ Shares authorized—Options granted()$ Options exercised—()$ Options canceled()$ RSUs granted()—Shares withheld related to net share settlement of RSUs—RSUs forfeited—

Balance—January 31, 2023

$ $ Shares authorized—Options exercised—()$ Options canceled()$ RSUs granted()—Shares withheld related to net share settlement of RSUs—RSUs forfeited—

Balance—January 31, 2024

$ $

Vested and exercisable as of January 31, 2024

$ $

The weighted-average grant-date fair value of options granted during the fiscal year ended January 31, 2023 was $. options were granted during each of the fiscal years ended January 31, 2024 and January 31, 2022. The intrinsic value of options exercised during the fiscal years ended January 31, 2024, 2023, and 2022 was $ billion, $ billion, and $ billion, respectively. The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively.

Early Exercised Stock Options—Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded in other liabilities on the consolidated balance sheets. The shares issued upon the early exercise of these unvested stock option awards, which are reflected as exercises in the stock option activity table above, are considered to be legally issued and outstanding on the date of exercise. Upon termination of service, the Company may repurchase unvested shares acquired through the early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. No unvested shares were subject to repurchase as a result of early exercised options as of January 31, 2024, and unvested shares subject to repurchase as a result of early exercised options were not material as of January 31, 2023.

112

Table of Contents

with a cliff vesting period of and continued vesting quarterly thereafter. Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attribution method from the time it was deemed probable that the vesting condition was met through the time the service-based vesting condition had been achieved.

Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over , and the related stock-based compensation for RSUs is recognized on a straight-line basis over the requisite service period. In addition, during the fiscal year ended January 31, 2024, the Company granted, under the 2020 Plan, equity-classified RSUs that have both service-based and performance-based vesting conditions (Leadership PRSUs) to its executive officers and certain other members of its senior leadership team. The service-based vesting condition for these Leadership PRSUs is satisfied over with a cliff vesting period of and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by the compensation committee of the board of directors of the Company. The ultimate number of the Leadership PRSUs eligible to vest ranges between % to % of the target number of the Leadership PRSUs based on the weighted-average achievement of such Company annual performance metrics for the fiscal year ended January 31, 2024. Stock-based compensation associated with these Leadership PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the Company’s periodic assessment of the probability that the performance condition will be achieved. For the fiscal year ended January 31, 2024, the Company recognized stock-based compensation of $ million associated with these PRSUs.

$ Granted $ Vested()$ Forfeited()$

Unvested Balance—January 31, 2022

$ Granted $ Vested()$ Forfeited()$

Unvested Balance—January 31, 2023

Granted(1)

$ Vested()$ Forfeited()$

Unvested Balance—January 31, 2024

________________

(1)Includes million Leadership PRSUs granted at % of the target number of these awards, which represents the maximum number of Leadership PRSUs that may be eligible to vest with respect to these awards over their full term.

113

Table of Contents

million shares. The post-combination service-based vesting condition for these Acquisition PRSUs is satisfied over with a cliff vesting period of and continued vesting quarterly thereafter. The performance-based vesting condition is contingent on the achievement of certain performance metric over the twelve-month period ending January 31, 2027. Acquisition PRSUs will vest when both service-based and performance-based conditions are satisfied. The ultimate number of Acquisition PRSUs eligible to vest is determined based on the actual achievement of the performance metric, which takes into account certain factors including the price of the Company’s stock price and market capitalization.

Once granted, Acquisition PRSUs are initially liability-classified and recorded in other liabilities on the Company’s consolidated balance sheets, as the monetary value of the obligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of shares. Subsequently, these awards are remeasured to the fair value at each reporting date until the number of Acquisition PRSUs eligible to vest is fixed, at which time these awards will be reclassified to equity. Stock-based compensation associated with these awards is recognized based on the probable outcome of the performance condition, using an accelerated attribution method over the requisite service period, with a cumulative catch-up adjustment recognized for changes in the fair value estimated at each reporting date. For the fiscal year ended January 31, 2024, the Company recognized stock-based compensation of $ million associated with Acquisition PRSUs.

Granted(1)

Unvested Balance—January 31, 2024

$ )$ $ )$ ) % $ $

As of January 31, 2024, total compensation cost related to unvested awards not yet recognized was $ billion, which will be recognized over a weighted-average period of years.

12.

)$()$()Foreign Loss before income taxes$()$()$()

116

Table of Contents

$ $ Foreign Deferred benefit:Federal()() State()() Foreign()()()Provision for (benefit from) income taxes$()$()$

)$()$()State taxes, net of federal benefit Research and development credits()()()Stock-based compensation()()()Change in valuation allowance IRC Section 59A waived deductions Other ()Provision for (benefit from) income taxes$()$()$

A valuation allowance has been recognized to offset the Company’s deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized. As of January 31, 2024 and 2023, the Company believes it is more likely than not that its U.S. and U.K. deferred tax assets will not be fully realizable and continues to maintain a full valuation allowance against these net deferred tax assets.

117

Table of Contents

$ Capitalized research and development Tax credit carryforwards Stock-based compensation Deferred revenue Operating lease liabilities Net unrealized losses on strategic investments Other Total deferred tax assets Less: valuation allowance()()Net deferred tax assets Deferred tax liabilities:Intangible assets()()Deferred commissions()()Operating lease right-of-use assets()()) ()$()$()

119

Table of Contents

RSUs Unvested restricted common stock and early exercised stock options Employee stock purchase rights under the 2020 ESPP Total

14.

with a total contract value of $ million. With respect to the Related Party, the Company recognized $ million, $ million, and $ million of revenue for the fiscal years ended January 31, 2024, 2023 and 2022, respectively, and had an accounts receivable balance due from the Related Party of $ million and as of January 31, 2024 and 2023, respectively. In March 2024, as a minority investor, the Company made a strategic investment of approximately $ million by purchasing non-marketable equity securities issued by the Related Party.

15.

120

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of January 31, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2024 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of January 31, 2024. The effectiveness of our internal control over financial reporting as of January 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

121

Table of Contents

ITEM 9B. OTHER INFORMATION

, X

(1)

March 31, 2025

(2)

March 31, 2025

April 30, 2025

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

(1) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan may be lower due to: (i) our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units; (ii) the amount of restricted stock units acquired following determination of the achievement of pre-established financial performance goals for fiscal year 2025; and (iii) the amount of whole shares distributed in connection with the vesting of restricted stock units due to rounding.

(2) The actual number of shares subject to the trading arrangement under the Rule 10b5-1 Plan may be lower due to our withholding of certain shares to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

No other officers or directors, as defined in Rule 16a-1(f), and/or a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

122

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.

We maintain a Global Code of Conduct and Ethics that applies to all our employees, officers, contractors, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of our Global Code of Conduct and Ethics is posted on our website at www.investors.snowflake.com under “Governance.” We intend to disclose on our website any future amendments of our Global Code of Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Global Code of Conduct and Ethics.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

123

Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K:

a.Consolidated Financial Statements

The consolidated financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data.”

b.Financial Statement Schedules

The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”

c.Exhibits

The exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.


Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of Snowflake Inc.	8-K	001-39504	3.1	9/18/2020
3.2	Amended and Restated Bylaws of Snowflake Inc.	8-K	001-39504	3.1	11/29/2023
3.3	Certificate of Retirement.	8-K	001-39504	3.1	3/3/2021
4.1	Form of Class A Common Stock Certificate.	S-1/A	333-248280	4.1	9/8/2020

4.2	Description of Securities.	10-K	001-39504	4.3	3/30/2022
10.1	Snowflake Inc. 2012 Equity Incentive Plan.	S-1	333-248280	10.3	8/24/2020
10.2	Forms of Option Agreement, Stock Option Grant Notice, and Notice of Exercise under 2012 Equity Incentive Plan.	S-1	333-248280	10.4	8/24/2020
10.3	Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan.	S-1	333-248280	10.5	8/24/2020
10.4	Snowflake Inc. 2020 Equity Incentive Plan.	S-1/A	333-248280	10.6	9/8/2020
10.5	Forms of Notice of Stock Option Grant, Global Stock Option Agreement, and Exercise Notice under 2020 Equity Incentive Plan.					X
10.6	Form of Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan.					X
10.7	Snowflake Inc. 2020 Employee Stock Purchase Plan.	S-1/A	333-248280	10.9	9/8/2020
10.8	Form of Indemnification Agreement entered into by and between Snowflake and each director and executive officer.	S-1	333-248280	10.10	8/24/2020
1 0.9	A mended and Restated Offer Letter by and between Snowflake Inc. and Sridhar Ramaswamy, dated February 27, 2024.	8-K	001-39504	10.1	2/28/2024
10.10	Confirmatory Offer Letter by and between Snowflake Inc. and Frank Slootman, dated August 23, 2023.	8-K	001-39504	10.1	8/23/2023
10.1 1	Confirmatory Offer Letter by and between Sn owflake Inc. and Michael P. Scarpelli, dated August 23, 2023.	8-K	001-39504	10.2	8/23/2023
10.1 2	C onfirmatory Offer Letter by and be tween Sn ow flake Inc. and Christopher W. Degnan, dated August 23, 2023.	8-K	001-39504	10.3	8/23/2023
10.1 3	C onfirma tory Offer Letter by and between Snowf lake Inc. and Benoit D ageville, dated Aug ust 23, 2023.	8-K	001-39504	10.4	8/23/2023

124

Table of Contents

1 0.1 4

C onfirmatory Offer Letter by and between Snowflake Inc. and Grzegorz Czajkowski, dated August 23, 2023.

8-K

001-39504

10.5

8/23/2023

1 0.1 5

C onfirmatory Offer Letter by and between Snowflake Inc. and Chr istian Kleinerman, dated August 23, 2023.

8-K

001-39504

10.6

8/23/2023

1 0.1 6

S everance and Change in Control Plan and related partici pation agreement.

8-K

001-39504

10.7

8/23/2023

1 0.1 7

Amended and Restated Non-Employee Director Compensation Policy.

1 0.1 8

A dvisor Agreement , between Snowflake Inc. and Carl Eschenbach , dated April 5 , 2023 .

8-K

001-39504

99.2

4/7/2023

1 0.1 9

Cash Incentive Bonus Plan.

S-1

333-248280

10.19

8/24/2020

21.1

List of Subsidiaries of Snowflake Inc.

23.1

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

24.1

Power of Attorney (included on signature page).

31.1

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

9 7.1

I ncentive Compensation Recoupment Policy.

101

The following financial information from Snowflake Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

ITEM 16. FORM 10-K SUMMARY

None.

125

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 26, 2024


SNOWFLAKE INC.

By:						/s/ Sridhar Ramaswamy
Name:						Sridhar Ramaswamy
Title:						Chief Executive Officer
						(Principal Executive Officer)

By:						/s/ Michael P. Scarpelli
Name:						Michael P. Scarpelli
Title:						Chief Financial Officer
						(Principal Financial Officer)

By:						/s/ Emily Ho
Name:						Emily Ho
Title:						Chief Accounting Officer
						(Principal Accounting Officer)

126

Table of Contents

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Sridhar Ramaswamy, Michael P. Scarpelli, Emily Ho, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Sridhar Ramaswamy	Chief Executive Officer and Director (Principal Executive Officer)	March 26, 2024
Sridhar Ramaswamy

/s/ Michael P. Scarpelli	Chief Financial Officer (Principal Financial Officer)	March 26, 2024
Michael P. Scarpelli
/s/ Emily Ho	Chief Accounting Officer (Principal Accounting Officer)	March 26, 2024
Emily Ho

/s/ Frank Slootman	Chairman of the Board	March 26, 2024
Frank Slootman

/s/ Benoit Dageville	Director	March 26, 2024
Benoit Dageville

/s/ Teresa Briggs	Director	March 26, 2024
Teresa Briggs

/s/ Stephen B. Burke	Director	March 26, 2024
Stephen B. Burke

/s/ Jeremy Burton	Director	March 26, 2024
Jeremy Burton

/s/ Mark S. Garrett	Director	March 26, 2024
Mark S. Garrett

/s/ Kelly A. Kramer	Director	March 26, 2024
Kelly A. Kramer

/s/ Mark D. McLaughlin	Director	March 26, 2024
Mark D. McLaughlin

/s/ Michael L. Speiser	Director	March 26, 2024
Michael L. Speiser

/s/ Jayshree V. Ullal	Director	March 26, 2024
Jayshree V. Ullal

127


	Page
Special Note About Forward-Looking Statements	3
Selected Risks Affecting Our Business	6
PART I.	7
ITEM 1. Business.	7
ITEM 1A. Risk Factors.	19
ITEM 1B. Unresolved Staff Comments.	46
ITEM 1C. Cybersecurity	46
ITEM 2. Properties.	48
ITEM 3. Legal Proceedings.	48
ITEM 4. Mine Safety Disclosures.	48
PART II.	49
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	49
ITEM 6. [Reserved]	49
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	50
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.	69
ITEM 8. Financial Statements and Supplementary Data.	71






234,365		$	202,936

Snowflake Inc. - Annual Report: 2024 (Form 10-K)

Similar companies