SNAP Form 4: Joanna Coles Receives 33,157 RSUs; Ownership Now 85,949

Rhea-AI Filing Summary

Snap Inc. director Joanna Coles was granted 33,157 restricted stock units (RSUs) that represent the contingent right to receive one share of Class A common stock per RSU. The RSUs vest 100% after the reporting person completes one year of continuous service from August 2, 2025. Following the grant, Ms. Coles beneficially owns 85,949 Class A shares on a direct basis. The RSUs settle upon the earlier of the 90th day following separation from service or a defined change in control, include pro-rata acceleration upon discontinued board service, automatic full acceleration on a change in control, and immediate vesting in the event of the reporting person’s death.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant with standard vesting and change-in-control protections; aligns director incentives with shareholders.

The Form 4 documents a typical director award of 33,157 RSUs to Joanna Coles with 1-year time-based vesting measured from August 2, 2025. The award includes common governance features: pro-rata acceleration on board departure, full acceleration on change in control, and death vesting. Such terms are customary for boards to attract and retain non-employee directors and to align long-term interests with shareholders. The grant appears compensatory rather than performance-conditioned and is disclosed as a direct beneficial holding.

Securities Analyst

TL;DR: Insider grant increases reported beneficial holdings to 85,949 Class A shares; transaction is non-cash and typical for board compensation.

The transaction is coded as an acquisition of RSUs at a $0.00 per-share price, indicating a compensatory grant rather than a market purchase. Because settlement is deferred and conditioned on service or a corporate event, there is limited immediate dilution or cash flow impact. From a disclosure standpoint, the Form 4 provides clear mechanics of vesting and settlement timing but does not indicate any sales, purchases, or exercises that would alter outstanding share counts today.

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

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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^*

Coles Joanna

(Last) (First) (Middle)

C/O SNAP INC.

3000 31ST STREET

(Street)

SANTA MONICA CA 90405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Snap Inc [ SNAP ]

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)
08/07/2025

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	08/07/2025		A		33,157(1)	A	$0.00	85,949	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. Represents shares issuable on settlement of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock. 100% of the RSUs shall vest after the reporting person completes one year of continuous service from August 2, 2025. The RSUs will be subject to pro-rata acceleration upon the reporting person's discontinued service on the Issuer's board of directors and automatic full acceleration in the event of a change in control, as defined in the Issuer's 2017 Equity Incentive Plan. If the reporting person dies while in continuous service, 100% of the RSUs will be deemed fully vested immediately. The settlement of such RSUs will be deferred until the earlier of a) the 90th day following the reporting person's separation from service from the Issuer (as defined under Treasury Regulations Section 1.409A-1(h)) or b) a change in control.

	/s/ Atul Porwal, Attorney-in-fact	08/11/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Snap insider Joanna Coles receive according to the Form 4?

The Form 4 shows Joanna Coles received 33,157 restricted stock units (RSUs), each representing the right to one share of Snap Class A common stock.

When do the RSUs granted to Joanna Coles vest?

The RSUs vest 100% after one year of continuous service measured from August 2, 2025.

How many Snap Class A shares does Joanna Coles beneficially own after the reported transaction?

Following the reported grant, the Form 4 reports 85,949 Class A shares beneficially owned on a direct basis.

Are there acceleration or settlement conditions for the RSUs?

Yes. The RSUs include pro-rata acceleration on discontinued board service, full acceleration on a change in control, immediate vesting on death, and settlement deferred until the earlier of the 90th day after separation or a change in control.

Was there any purchase price paid for the RSUs?

The Form 4 lists the price as $0.00, indicating these were a compensatory grant rather than a cash purchase.