Snowflake Inc.: completes $3,750,000,000 private offering of convertible notes

What happened

• On Sep 28, 2026, Snowflake Inc completed its previously announced private offering of $2,000,000,000 aggregate principal amount of 0.00% convertible senior notes due 2029 and $1,750,000,000 aggregate principal amount of 0.00% convertible senior notes due 2031 (the “Notes”). Each series was issued under separate indentures dated Oct 1, 2026 with U.S. Bank Trust Company, National Association, as trustee.
• The company entered into capped call transactions in connection with the pricing of the Notes. Net proceeds were approximately $3,700,000,000 (or approximately $4,240,000,000 if the initial purchasers’ options are exercised in full). The company used approximately $383,500,000 to pay the cost of the capped calls and approximately $548,300,000 to repurchase a portion of its 0.00% convertible senior notes due 2027.

Key details

• Initial principal amounts: $2,000,000,000 due Oct 15, 2029 and $1,750,000,000 due Oct 15, 2031; the initial purchasers have options to buy up to an additional $300,000,000 of the 2029 Notes and up to an additional $250,000,000 of the 2031 Notes within 13 days of issuance.
• Conversion terms: 2029 Notes initial conversion rate 1.9985 shares per $1,000 (conversion price approximately $500.38 per share); 2031 Notes initial conversion rate 2.0662 shares per $1,000 (conversion price approximately $483.98 per share). Neither series bears regular interest and principal will not accrete.
• Redemption and conversion windows: holders may convert prior to specified dates only upon satisfaction of certain conditions (including market-price triggers); the company may not redeem the 2029 Notes prior to Apr 20, 2028 or the 2031 Notes prior to Oct 22, 2029 except in limited cleanup-redemption circumstances.
• Capped call cap price and purpose: capped calls have an initial cap price of $820.30 per share (150% premium to the last reported sale price on Sep 28, 2026) and are expected to reduce potential dilution upon conversion and/or offset certain cash payments.

Why it may matter

• The filing reports Item 1.01 (entry into material definitive agreements covering the indentures and issuance of the Notes), Item 2.03 (creation of a direct financial obligation), Item 3.02 (unregistered sales of equity securities and related capped call transactions), and Item 8.01 (press releases about the offering and pricing).
• This filing does not show why the insider traded or why the company acted.