SNAP Form 4: Poppy Thorpe Receives 33,157 RSUs; Vesting One Year

Rhea-AI Filing Summary

Poppy Thorpe, a director of Snap Inc. (SNAP), was granted 33,157 restricted stock units (RSUs) that each represent a contingent right to one share of Class A common stock. The grant is listed with a transaction date of 08/07/2025 and a reported price of $0.00, and the filing shows the reporting person’s beneficial ownership following the grant as 95,312 shares.

The RSUs vest 100% after one year of continuous service from August 2, 2025. Settlement is deferred until the earlier of the 90th day following the director’s separation from service or a change in control. The RSUs accelerate pro rata on discontinued service, accelerate fully on a change in control, and become fully vested upon the reporting person’s death while in continuous service.

Positive

• 33,157 RSUs granted to director Poppy Thorpe, each convertible to one share on settlement (explicit grant size).
• 100% vesting after one year from August 2, 2025, providing a clear, time-based retention schedule.
• Beneficial ownership increased to 95,312 shares following the reported transaction (explicit post-transaction total).

Negative

• Automatic full acceleration upon a change in control is included, which can accelerate dilution and payout timing in a transaction.
• Settlement is deferred until the earlier of the 90th day after separation or a change in control, delaying when the director can receive the underlying shares.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant: 33,157 RSUs with one-year cliff vesting and change-in-control acceleration; modest governance implications.

The grant of 33,157 RSUs increases the director’s reported beneficial ownership to 95,312 shares, aligning a board member with shareholder outcomes through equity exposure. The 100% vesting after one year from August 2, 2025 is a clear retention device rather than multi-year performance linkage. Acceleration terms—pro rata on departure, full on change in control, and immediate vesting on death—are explicitly stated and are common in director grants but can become material in a corporate transaction because they accelerate award settlement.

Compensation Analyst

TL;DR: Compensation package is straightforward: time-based RSUs (33,157), $0.00 grant price, deferred settlement mechanics may affect timing of share realization.

The award is documented as RSUs with a $0.00 price and settlement deferred until the earlier of the 90th day after separation or a change in control. That deferral is consistent with 409A-sensitive settlement practices. From a compensation accounting and dilution perspective, the grant size and full acceleration on a change in control are the two items to monitor if similar awards are widespread among directors or executives.

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
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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^*

Thorpe Poppy

(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	95,312	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.
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

What transaction did Snap (SNAP) director Poppy Thorpe report?

The report documents a grant of 33,157 RSUs with a transaction date of 08/07/2025; the grant price is shown as $0.00.

How many shares does Poppy Thorpe beneficially own after the transaction?

The filing shows 95,312 shares beneficially owned following the reported transaction.

When do the RSUs vest for the SNAP director?

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

Are there special acceleration or settlement terms for these RSUs?

Yes. The RSUs accelerate pro rata on discontinued service, fully on a change in control, and vest immediately if the reporting person dies while in continuous service; settlement is deferred until the earlier of the 90th day after separation or a change in control.

Was this Form 4 filed by one reporting person or multiple filers?

The form indicates it was a Form filed by one reporting person.