$SNOW · Snowflake Inc.

Snowflake Inc. filed an 8-K attaching the indenture for its newly issued 0.00% Convertible Senior Notes due 2031, dated October 1, 2026. The notes carry an initial aggregate principal amount of up to $1.75 billion, with U.S. Bank Trust Company, National Association serving as trustee. The notes pay no regular interest and are convertible into shares of Snowflake common stock (par value $0.0001) under a Combination Settlement framework with a Specified Dollar Amount of $1,000 per $1,000 principal.

Extended-hours trading shows SNOW at $340.71, down 0.10% from the regular close of $341.04 — essentially flat, suggesting the convertible issuance was largely anticipated or priced in.

A $1.75B zero-coupon convertible is a major capital raise that signals confidence in equity upside while avoiding near-term interest costs — but adds overhang risk if the stock appreciates toward the

Zero-coupon converts remain a favored low-dilution financing tool for high-growth SaaS companies with strong stock currency. Snowflake joins peers like Shopify and Block that have used similar structures to raise capital without immediate interest expense.

The 0.00% coupon structure means holders rely entirely on equity appreciation for return; if the stock underperforms the conversion premium, the notes could trade below par. A Fundamental Change (e.g., acquisition, delisting) triggers a put right at the repurchase price, creating potential liquidity