Snap Insider Filing: O'Sullivan Transfers Shares, Sells for Tax Withholding

Rhea-AI Filing Summary

Michael J. O'Sullivan, General Counsel of Snap Inc. (SNAP), reported changes in his beneficial ownership on 08/18/2025. He sold 68,705 shares of Class A common stock at a weighted average price of $7.1768 per share to cover tax withholding on vested restricted stock units (RSUs). The filing also shows a stock transfer of 62,270 shares to an entity or entities where the reporting person retains investment power and a separate record of 62,270 shares accounted as acquired for indirect ownership by a trust, resulting in 2,015,624 shares held directly before the transfer and 1,953,354 held directly after the reported disposals. The trust holdings include 160 shares held by immediate family members over which the reporting person disclaims beneficial ownership.

Positive

• Disclosure clarity: The Form 4 clearly explains the tax-withholding sale and provides a weighted average sale price range.
• Retention of investment power: Reporting person discloses that transferred shares remain under his investment power, maintaining transparency about control.

Negative

• Insider sale: A sale of 68,705 shares was executed, which reduces the reporting person's direct holdings.
• Ownership decrease: Direct beneficial ownership decreased from 2,015,624 to 1,953,354 shares following reported dispositions.

Insights

Securities Analyst

TL;DR: Insider sold shares to satisfy tax obligations; transfers reorganize holdings without indicating change in control.

The Form 4 shows a routine tax-withholding sale of 68,705 Class A shares at a weighted average of $7.1768 tied to RSU settlement. The listing of matching J-code dispositions and acquisitions of 62,270 shares indicates internal transfers to entities where the reporting person retains investment power and allocations to a trust. These transactions adjust the reporting structure of ownership but do not, on their face, signal new purchases or broader compensation changes beyond the RSU vesting event.

Corporate Governance Expert

TL;DR: Transactions reflect post-vesting mechanics and estate/holding-entity adjustments rather than open-market accumulation.

The sale to cover tax withholding is documented explicitly and the filing discloses retention of investment power over transferred shares and a small family-held component of 160 shares disclaimed for beneficial ownership. From a governance perspective, disclosures are specific about the nature of transfers and the reporting persons continuing investment power, which supports transparency in beneficial ownership reporting.

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^*

O'Sullivan Michael J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S		68,705(1)	D	$7.1768(2)	2,015,624	D
Class A Common Stock	08/18/2025		J		62,270(3)	D	$0.00	1,953,354	D
Class A Common Stock	08/18/2025		J		62,270	A	$0.00	549,254	I	By Trust(4)

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 the sale of shares to cover tax withholding obligations in connection with the settlement and release of restricted stock units ("RSUs") granted by the Issuer to the reporting person. Each RSU represents a contingent right to receive one share of Issuer's Class A Common Stock.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.125 to $7.315 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Stock transfer by the reporting person to an entity or entities in which the reporting person retains investment power over such shares.

4. Includes 160 shares held by certain immediate family members of the reporting person for which the reporting person disclaims beneficial ownership except as to the reporting person's indirect pecuniary interest therein, if any. The remaining shares are held by an entity or entities in which the reporting person retains investment power over such shares.

	/s/ Atul Porwal, Attorney-in-fact	08/20/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did SNAP insider Michael J. O'Sullivan sell 68,705 shares on 08/18/2025?

The sale of 68,705 shares was executed to cover tax withholding obligations in connection with the settlement and release of restricted stock units (RSUs).

At what price were the SNAP shares sold by Michael J. O'Sullivan?

The reported weighted average sale price was $7.1768 per share, with individual sale prices ranging from $7.125 to $7.315 per share.

How many SNAP shares does Michael J. O'Sullivan report owning after the transactions?

After the reported transactions the filing shows 1,953,354 shares held directly by the reporting person.

What is the nature of the 62,270-share transfer reported by SNAP insider?

The filing states the 62,270-share transfer was to an entity or entities in which the reporting person retains investment power; a matching acquisition entry shows 62,270 shares reported indirectly for a trust.

Does the Form 4 report any family-held SNAP shares by Michael J. O'Sullivan?

Yes, the filing discloses 160 shares held by certain immediate family members for which the reporting person disclaims beneficial ownership except for any indirect pecuniary interest.