Snowflake plans to offer $3.5 billion in convertible senior notes

Snowflake announced on September 28, 2026, its plan to offer $3.5 billion in convertible senior notes through a private placement to qualified institutional buyers. The transaction consists of $1.3 billion aggregate principal amount of notes maturing on October 15, 2029, and $2.2 billion maturing on October 15, 2031.

The company also plans to grant initial purchasers a 13-day option to buy up to an additional $200.0 million of the 2029 notes and up to $300.0 million of the 2031 notes. The notes will be general unsecured obligations of Snowflake, will not bear regular interest, and will not accrete in principal amount.

Upon conversion, Snowflake may deliver cash, shares of its common stock, or a combination of both. The initial conversion rates and terms will be fixed when the offering prices. Snowflake plans to enter into capped call transactions to reduce potential dilution to common stock upon conversion or offset related cash payments.

Snowflake expects to use the net proceeds to fund the capped call transactions and repurchase a portion of its outstanding 0.00% convertible senior notes due 2027 in private cash transactions. Remaining funds will support general corporate purposes, which may include stock repurchases, additional debt repurchases, and acquisitions or strategic investments.