Snowflake priced an upsized private offering of $3.75 billion in 0% convertible senior notes, up from the initially announced $3.5 billion. The offering includes $2.0 billion of notes due in 2029 and $1.75 billion due in 2031.

Initial purchasers have the option to buy an additional $550 million in notes. Snowflake expects the sale to close around October 1, 2026.

Snowflake expects net proceeds of about $3.7 billion. Proceeds could rise to $4.24 billion if purchasers exercise the additional option in full.

The company plans to use some of the proceeds to repurchase a portion of its existing convertible notes due in 2027 and fund capped call transactions designed to reduce potential shareholder dilution. It will use the remaining proceeds for general corporate purposes, including potential acquisitions and stock repurchases.