8-KOther Events

Snowflake Inc. 8-K Report, Corporate Update (Dec 29, 2020)

Filed December 29, 2020For Securities:SNOW

Summary

Snowflake Inc. (SNOW) announced on December 29, 2020, that a condition triggering an early release of some shares from the IPO lock-up period has been met. This condition was tied to the stock's performance, specifically the closing price exceeding 133% of the IPO price ($120.00) for at least 10 trading days within a specific 15-day window following December 14, 2020. The early release is scheduled for January 7, 2021, and will permit approximately 37.9 million shares of Class A common stock to become available for sale in the public market. This represents a portion of the shares held by "Early Release Holders," who are defined as those not currently directors, employees, or affiliates of Snowflake, and who were not eligible for an earlier release on December 15, 2020. The majority of shares will remain subject to the original lock-up restrictions.

Key Highlights

  • 1Early lock-up expiration condition met, triggered by stock price performance.
  • 2Approximately 37.9 million shares will be eligible for sale starting January 7, 2021.
  • 3This early release applies to a specific subset of shareholders defined as 'Early Release Holders'.
  • 4The 'Early Release Holders' are not current directors, employees, or affiliates of Snowflake.
  • 5The stock price performance condition required a closing price exceeding 133% of the $120 IPO price for 10 out of 15 trading days post-December 14, 2020.
  • 6The majority of shares remain under the original lock-up agreement, which would have expired later.
  • 7This event could potentially increase the float and supply of SNOW shares available for trading.

Frequently Asked Questions

The main reason is to inform investors that a specific condition for the early release of some shares from the IPO lock-up agreement has been met. This means a portion of the restricted shares can now be sold by certain shareholders earlier than the original lock-up expiry date.

Approximately 37.9 million shares of Snowflake's Class A common stock will become eligible for sale on January 7, 2021, at the open of trading. This is subject to administrative processing by the company.

The early release applies to 'Early Release Holders,' which include holders of vested shares and equity awards who are not current directors, executive officers, or affiliates of Snowflake. They were also not eligible for an earlier release on December 15, 2020.

No, this early release only applies to a specific portion (approximately 37.9 million shares) held by 'Early Release Holders.' The Lock-Up Period will continue to apply to all remaining shares subject to the original lock-up agreements.