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Snail Board Member Gets 133K Shares at $1.35 Each in Annual Pay Package

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Director Neil Foster received multiple restricted stock unit (RSU) grants from Snail on June 20, 2025, totaling 133,332 RSUs valued at $180,000 based on the closing price of $1.35 per share. The grants were structured as follows:

  • 44,444 RSUs for FY2023 board service - immediately vested upon agreement execution
  • 44,444 RSUs for FY2024 board service - immediately vested upon agreement execution
  • 44,444 RSUs for 2025 Annual Meeting service - vesting quarterly over one year

All grants were made under Snail's 2022 Omnibus Incentive Plan and approved by both the Compensation Committee and Board. The transactions are exempt under Rule 16b-3 of the Securities Exchange Act. Following these grants, Foster directly owns 145,332 shares of Snail Class A common stock.

Positive

  • None.

Negative

  • Director received RSUs valued at only $180,000 total ($1.35 per share), indicating extremely low share price and potential company distress
  • The stock price of $1.35 suggests the company may be at risk of NASDAQ delisting (minimum bid requirement is $1.00)
Insider Foster Neil
Role Director
Type Security Shares Price Value
Grant/Award Class A Common Stock 44,444 $0.00 --
Grant/Award Class A Common Stock 44,444 $0.00 --
Grant/Award Class A Common Stock 44,444 $0.00 --
Holdings After Transaction: Class A Common Stock — 56,444 shares (Direct)
Footnotes (1)
  1. On June 20, 2025, Snail, Inc. (the "Issuer") granted the reporting person 44,444 time-based restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan (the "Plan") for serving as a member of the Issuer's Board of Directors (the "Board") during Fiscal 2023. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025. (continued from footnote 2) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any subsidiary of the Issuer (a "Subsidiary") through the vesting date. The RSUs vest immediately upon the execution of the Restricted Stock Unit Award Agreement (Non-Employee Directors) (the "RSU Award Agreement") by the Issuer and the reporting person, which agreement was executed prior to the filing of this report. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On June 20, 2025, the Issuer granted the reporting person 44,444 time-based RSUs under the Plan for serving as a member of the Board during Fiscal 2024. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025. (continued from footnote 3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any Subsidiary through the vesting date. The RSUs vest immediately upon the execution of the RSU Award Agreement by the Issuer and the reporting person, which agreement was executed prior to the filing of this report. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Exchange Act. On June 20, 2025, the Issuer granted the reporting person 44,444 time-based restricted RSUs under the Plan for serving as a member of the Board on the date of the 2025 Annual Meeting of Stockholders. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025. (continued from footnote 5) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any Subsidiary through the vesting date. The RSUs vest in four (4) equal quarterly installments over the course of one (1) year. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Exchange Act.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Foster Neil
(Last) (First) (Middle)
C/O SNAIL, INC.
12049 JEFFERSON BOULEVARD
(Street)
CULVER CITY CA 90230
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Snail, Inc. [ SNAL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1)(2) 06/20/2025 A 44,444(1)(2) A $0 56,444(1)(2) D
Class A Common Stock(3)(4) 06/20/2025 A 44,444(3)(4) A $0 100,888(3)(4) D
Class A Common Stock(5)(6) 06/20/2025 A 44,444(5)(6) A $0 145,332(5)(6) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On June 20, 2025, Snail, Inc. (the "Issuer") granted the reporting person 44,444 time-based restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Incentive Plan (the "Plan") for serving as a member of the Issuer's Board of Directors (the "Board") during Fiscal 2023. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025.
2. (continued from footnote 2) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any subsidiary of the Issuer (a "Subsidiary") through the vesting date. The RSUs vest immediately upon the execution of the Restricted Stock Unit Award Agreement (Non-Employee Directors) (the "RSU Award Agreement") by the Issuer and the reporting person, which agreement was executed prior to the filing of this report. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3. On June 20, 2025, the Issuer granted the reporting person 44,444 time-based RSUs under the Plan for serving as a member of the Board during Fiscal 2024. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025.
4. (continued from footnote 3) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any Subsidiary through the vesting date. The RSUs vest immediately upon the execution of the RSU Award Agreement by the Issuer and the reporting person, which agreement was executed prior to the filing of this report. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Exchange Act.
5. On June 20, 2025, the Issuer granted the reporting person 44,444 time-based restricted RSUs under the Plan for serving as a member of the Board on the date of the 2025 Annual Meeting of Stockholders. The 44,444 RSUs were calculated by dividing $60,000 by $1.35, the closing price of the Class A common stock on the Nasdaq Capital Market on June 20, 2025.
6. (continued from footnote 5) Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock, subject to the reporting person's continuous service with the Issuer or any Subsidiary through the vesting date. The RSUs vest in four (4) equal quarterly installments over the course of one (1) year. The grant was approved by the Compensation Committee of the Board and the Board and is exempt pursuant to Rule 16b-3 under the Exchange Act.
/s/ Heidy Chow, Attorney-In-Fact for Neil Foster 06/25/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Source: View Original Filing on SEC EDGAR

FAQ

How many RSUs did SNAL director Neil Foster receive on June 20, 2025?

Neil Foster received a total of 133,332 RSUs on June 20, 2025, split into three grants of 44,444 RSUs each. These grants were awarded for his service as a Board member during Fiscal 2023, Fiscal 2024, and for serving on the date of the 2025 Annual Meeting of Stockholders.

What was the price used to calculate SNAL's RSU grants to Neil Foster?

The RSUs were calculated using SNAL's closing stock price of $1.35 on the Nasdaq Capital Market on June 20, 2025. Each grant of 44,444 RSUs was determined by dividing $60,000 by the $1.35 share price.

What are the vesting terms for SNAL director Neil Foster's June 2025 RSU grants?

Two of the RSU grants (for Fiscal 2023 and 2024 service) vested immediately upon execution of the RSU Award Agreement. The third grant of 44,444 RSUs (for 2025 Annual Meeting service) vests in four equal quarterly installments over one year, subject to continuous service with the company.

How many shares of SNAL Class A Common Stock does Neil Foster own after these transactions?

Following these transactions, Neil Foster beneficially owns 145,332 shares of SNAL Class A Common Stock directly. This total reflects the cumulative amount after receiving all three RSU grants of 44,444 shares each on June 20, 2025.

What is the total value of RSU grants SNAL awarded to Neil Foster in June 2025?

SNAL awarded Neil Foster RSU grants with a total value of $180,000, consisting of three separate grants of $60,000 each. These grants were awarded for his Board service during Fiscal 2023, Fiscal 2024, and for serving on the date of the 2025 Annual Meeting.