Snap Inc. (SNAP) appoints Matthew McRae as new director after expanding board

Rhea-AI Filing Summary

Snap Inc. reported a change in its board of directors. On December 4, 2025, the board increased its size from eleven to twelve members and appointed Matthew McRae to fill the new seat. He will serve as a director until the next stockholder meeting or equivalent written consent action, or until his earlier death, resignation, or removal.

Mr. McRae, age 51, is currently the Chief Executive Officer and a board member of Arlo Technologies, Inc., and previously held senior roles at NETGEAR, Vizio, Fabrik, and Cisco Systems. He also has prior and current board experience at several technology and entrepreneurial organizations. Snap states there are no family relationships or related-party transactions involving Mr. McRae that require disclosure, and there was no arrangement or understanding with other parties leading to his appointment. He will be compensated under Snap’s existing Non-Employee Director Compensation Policy. The company also filed a related press release as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025 (December 4, 2025)

________________________

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

________________________

Delaware						001-38017			45-5452795
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(IRS Employer Identification No.)
3000 31st Street
Santa Monica,			California						90405
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 399-3339

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

SNAP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, our board of directors approved an increase to the size of the board from eleven to twelve members and appointed Matthew McRae to fill the newly created vacancy. Mr. McRae will serve until the earlier of (a) the next annual meeting of our stockholders, (b) the effectiveness of the next action by written consent of stockholders in lieu of an annual meeting, and (c) his death, resignation, or removal. Mr. McRae has not been appointed to serve on any committees of the board of directors.

Mr. McRae, age 51, has served as Chief Executive Officer and a member of the board of directors of Arlo Technologies, Inc. since August 2018. He previously was NETGEAR’s Senior Vice President of Strategy, and prior to that served as Chief Technology Officer of Vizio Inc. for over 7 years. Mr. McRae previously served as Vice President of Marketing and Business Development of Fabrik (now part of HGST, Inc.), and before that was Senior Director, Worldwide Business Development at Cisco Systems Inc. Mr. McRae currently serves on the board of directors for Origin Wireless, and was previously on the board of directors of Violux, Inc., Dedicated Hosting Services, Inc., and the Leatherby Center for Entrepreneurship and Business Ethics at the Business School of Chapman University. Mr. McRae holds a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania and a Bachelor of Science in Computer Engineering from the University of Pennsylvania.

There are no family relationships between Mr. McRae and any of our directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Further, there is no arrangement or understanding between Mr. McRae and any other persons or entities pursuant to which Mr. McRae was appointed as a director.

Mr. McRae will be compensated as a member of our board of directors under the terms of our Non-Employee Director Compensation Policy.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press release dated December 8, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SNAP INC.
Date: December 8, 2025			By:			/s/ Derek Andersen
						Derek Andersen
						Chief Financial Officer

2

FAQ

What board change did Snap Inc. (SNAP) announce in this 8-K?

Snap Inc. disclosed that its board of directors increased in size from eleven to twelve members and that Matthew McRae was appointed to fill the newly created vacancy.

Who is Matthew McRae, the new director appointed to Snap Inc. (SNAP)?

Matthew McRae is 51 years old and serves as Chief Executive Officer and a member of the board of directors of Arlo Technologies, Inc. He previously held senior roles at NETGEAR, Vizio, Fabrik, and Cisco Systems and has served on multiple company and academic boards.

How long will Matthew McRae serve on Snap Inc.’s board?

Matthew McRae will serve as a director until the earlier of the next annual meeting of stockholders, the effectiveness of the next stockholder action by written consent in lieu of an annual meeting, or his death, resignation, or removal.

Is Matthew McRae serving on any Snap Inc. (SNAP) board committees?

Snap states that Mr. McRae has not been appointed to serve on any committees of the board of directors at this time.

Are there any related-party relationships between Matthew McRae and Snap Inc. (SNAP)?

According to Snap, there are no family relationships between Mr. McRae and any of its directors or executive officers, and he has no direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

How will Matthew McRae be compensated as a Snap Inc. director?

Snap states that Mr. McRae will be compensated as a board member under its existing Non-Employee Director Compensation Policy.

Did Snap Inc. (SNAP) issue any additional documents about Matthew McRae’s appointment?

Yes. Snap listed as an exhibit a press release dated December 8, 2025 relating to this board change.