Net Loss per Share

9 Months Ended

Oct. 31, 2022

Basic and diluted net loss per share attributable to Snowflake Inc. common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers unvested common stock to be participating securities, as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is declared on common stock.

Basic net loss per share attributable to Snowflake Inc. common stockholders is computed by dividing net loss attributable to Snowflake Inc. common stockholders by the weighted-average number of shares of Snowflake Inc. common stock outstanding during the period. Diluted net loss per share attributable to Snowflake Inc. common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc. common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, RSUs, restricted common stock, early exercised stock options, and employee stock purchase rights under the 2020 ESPP are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Snowflake Inc. common stockholders as their effect is anti-dilutive for all periods presented.

As discussed above in Note 10, on March 1, 2021, all 169.5 million shares of the Company's then-outstanding Class B common stock, par value $0.0001 per share, were automatically converted into the same number of shares of Class A common stock, par value $0.0001 per share, pursuant to the terms of the Company’s amended and restated certificate of incorporation. No additional shares of Class B common stock will be issued following such conversion. In addition, on March 3, 2021, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the conversion. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical prior to the conversion, except with respect to voting, converting, and transfer rights. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net loss per share attributable to common stockholders were, therefore, the same for both Class A and Class B common stock on both an individual and a combined basis.

The following table presents the calculation of basic and diluted net loss per share attributable to Snowflake Inc. common stockholders (in thousands, except per share data):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2022		2021		2022		2021

Numerator:
Net loss	$	(201,442)	$	(154,856)	$	(590,042)	$	(547,795)
Less: net loss attributable to noncontrolling interest	(506)		—		(506)		—
Net loss attributable to Snowflake Inc. Class A and Class B common stockholders	$	(200,936)	$	(154,856)	$	(589,536)	$	(547,795)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Snowflake Inc. Class A and Class B common stockholders—basic and diluted	320,135		303,007		317,653		297,436
Net loss per share attributable to Snowflake Inc. Class A and Class B common stockholders—basic and diluted	$	(0.63)	$	(0.51)	$	(1.86)	$	(1.84)

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to Snowflake Inc. common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):


	Three and Nine Months Ended October 31,
		2022	2021


Stock options		37,106	47,782

RSUs		15,561	10,116
Unvested restricted common stock and early exercised stock options		543	537
Employee stock purchase rights under the 2020 ESPP		107	40
Total		53,317	58,475