The notes will be general unsecured obligations of Snowflake and will not bear regular interest and the principal amount of the notes will not accrete. The 2029 notes will mature on October 15, 2029 and the 2031 notes will mature on October 15, 2031, in each case, unless earlier converted, redeemed or repurchased. Upon conversion, Snowflake will pay or deliver, as the case may be, cash, shares of Snowflake’s common stock, or a combination of cash and shares of Snowflake’s common stock, at its election. The initial conversion rate and other terms of each series of notes will be determined at the time of pricing of the offering.

Snowflake expects to use the net proceeds from the offering to pay the cost of the capped call transactions described below, to pay the cost of repurchasing a portion of Snowflake’s 0.00% convertible senior notes due 2027 (the "2027 notes") in the note repurchase transactions as described below, and for general corporate purposes, which may include repurchases of its common stock from time to time under its existing or any future stock repurchase program or additional repurchases of the existing notes from time to time, as well as acquisitions or strategic investments in complementary businesses, technologies, or other assets. If the initial purchasers exercise their option to purchase additional notes of a series, Snowflake expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with respect to the relevant series of notes as to which the option was exercised with the relevant option counterparties as described below, and the remainder for other general corporate purposes as described above.