Reg FD Compliance Reminder – Influencer Interview Triggers 8-K Filing

[co-author: Beth Ann Powers]

On October 26, 2025, the Chief Revenue Officer of Snowflake Inc. appeared to overstep the bounds of Regulation Fair Disclosure (“Reg FD”) when he made statements regarding Snowflake’s future financial results during an impromptu interview posted by a social media influencer (@theschoolofhardknockz). The Chief Revenue Officer’s statements indicated Snowflake would exit the fiscal year with “probably just over $4.5 billion”, which was approximately $100 million more in additional revenue compared to the company’s guidance released in August.

Reg FD is designed to create a level playing field for investors by regulating how companies share material, nonpublic information with the market. Reg FD prevents companies from selectively revealing such information to only certain people by requiring that when a company—or any person acting on its behalf—intentionally or unintentionally discloses material, nonpublic information to a limited audience, the company must promptly make public disclosure of that information. Public disclosure is often made through the filing of a Form 8-K with the SEC.

Following the interview, Snowflake took corrective action by filing a Form 8-K reaffirming its previously issued guidance, stating that the executive was not a designated spokesperson for the company, and advised investors not to rely on statements made in the interview.

Snowflake’s misstep serves as a timely reminder of Reg FD’s requirements as to selective disclosure and the importance of compliance with disclosure policies and practices.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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