Snowflake Inc. reported a Form 4 ownership change for Chief Executive Officer Sridhar Ramaswamy tied to a large performance-based equity award dated July 15, 2026. The filing describes performance stock units, or PSUs, each representing a contingent right to receive one share of Snowflake common stock if specified service and stock-price performance conditions are satisfied. The reported award covers five PSU tranches totaling 1,000,000 shares underlying derivative securities. The first two tranches contain an aggregate of 250,000 PSUs and have a service-based vesting date of September 15, 2029. The remaining three tranches contain an aggregate of 750,000 PSUs and have a service-based vesting date of September 15, 2030. In each case, vesting depends on Ramaswamy continuing to serve as Snowflake’s Chief Executive Officer through the applicable service date. The PSUs also carry a market-performance requirement. For each tranche to vest, Snowflake’s compensation committee must certify that, before the end of the applicable performance period, the average closing price of Snowflake common stock over a consecutive 90-calendar-day period met or exceeded a stock-price target previously set by the committee. The filing text does not disclose the specific stock-price targets, any cash purchase price, or a transaction price for the PSUs. Following the reported transaction, Ramaswamy is shown as beneficially owning the reported derivative securities tied to this PSU award, subject to the performance and service conditions described above. The filing does not report an open-market purchase or sale of Snowflake shares; rather, it reflects a CEO compensation award designed to vest only if both continued service and stock-price hurdles are achieved. The Form 4 was signed on July 17, 2026, by Marie Reider as attorney-in-fact.