Snowflake Inc. 8-K

Summary

Snowflake CEO performance-based equity award. On 7/15/2026, the Compensation Committee granted Sridhar Ramaswamy 1,000,000 performance stock units (PSUs) intended to retain and incentivize him amid competition for AI talent. Five escalating stock-price milestones are designed to represent up to $100B of additional stockholder value on a fully diluted basis from the 7/15/2026 closing price, subject to specified exclusions.

Key Figures

• 1,000,000 PSUs across five tranches: 100,000 at $324 per share within 2 years; 150,000 at $375 within 3 years; 250,000 at $427 within 5 years; 250,000 at $479 within 7 years; and 250,000 at $531 within 7 years. Each target requires a 90-day consecutive average closing price at or above the threshold and Compensation Committee certification before that tranche’s performance period ends.
• Service as CEO is required through 9/15/2029 for the first two tranches and 9/15/2030 for the remaining three. Earned shares generally are delivered within 30 days after the earlier of one year after vesting or a qualifying change in control, subject to a December 31 delivery deadline.
• In a change in control during a performance period, eligible stock-price milestones are determined using the per-share consideration, with linear interpolation above $324; the remainder is forfeited. For qualifying involuntary termination, death, or disability before a change in control, price-qualified units receive service vesting and unqualified units get 45 additional days to meet a price target. After a change in control, qualifying involuntary termination accelerates service vesting for price-qualified units and removes the delivery deferral; other terminations generally forfeit units that have not met both requirements.
• The Board may recoup vested shares or sale proceeds for specified misconduct or an accounting restatement, subject to the award and the company’s recoupment policy.

Investor Takeaways

• The award’s outcome depends on meeting the escalating stock-price milestones within their respective time limits, alongside the CEO service requirements.