SNAP Insider Disclosure: O'Sullivan Sells RSUs, Retains Investment Power

Rhea-AI Filing Summary

Snap Inc. (SNAP) reporting person Michael J. O'Sullivan sold 14,290 shares of Class A common stock on 09/16/2025 to cover tax withholding related to vested restricted stock units (RSUs). The sales were executed at a weighted-average price of $7.5774 per share, with individual sale prices in the range $7.51 to $7.62, and reduced the reporting person’s direct holdings to 1,939,064 shares.

The filing also shows inter-company transfers: a net transfer of 13,200 shares to entities for which the reporting person retains investment power, and 13,200 shares acquired beneficially by a trust, which holds 538,454 shares indirectly (160 of those held by immediate family members). The transaction disclosure was signed by an attorney-in-fact on 09/18/2025.

Insights

Securities Analyst

TL;DR: Routine RSU sale to cover tax withholding; no evidence of material change to holdings or control.

The Form 4 discloses a tax-driven disposition of 14,290 shares at a weighted-average price of $7.5774, reflecting standard post-vesting withholding practice rather than an opportunistic market sale. Post-transaction direct ownership remains ~1.94 million Class A shares, indicating continued substantial exposure to Snap equity. The reported intra-family and entity transfers show retained investment power, which preserves economic alignment with the issuer. From a trading-impact perspective, the sizes here are modest relative to typical public float and do not indicate a change in governance or control.

Corporate Governance Expert

TL;DR: Disclosure appears compliant and routine; transfers preserve indirect investment power.

The filing clearly states the purpose of the sale (tax withholding) and provides a price range for multiple executions, which aligns with SEC disclosure expectations. Transfers to entities and to a trust where the reporting person retains investment power are properly disclosed, with a disclaimer for immediate family holdings. There are no reported amendments to officer status or signals of relinquished control. Governance implications are minimal based on the data provided.

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).

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)
09/16/2025

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	09/16/2025		S		14,290(1)	D	$7.5774(2)	1,939,064	D
Class A Common Stock	09/16/2025		J		13,200(3)	D	$0.00	1,925,864	D
Class A Common Stock	09/16/2025		J		13,200	A	$0.00	538,454	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 $7.51 to $7.62 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	09/18/2025
	** 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 did Michael J. O'Sullivan report on the Form 4 for SNAP?

The Form 4 reports a sale of 14,290 Class A shares on 09/16/2025 to cover tax withholding from vested RSUs and transfers of 13,200 shares between entities where he retains investment power.

At what price were the SNAP shares sold in the Form 4?

The weighted-average price reported was $7.5774 per share, with individual sale prices ranging from $7.51 to $7.62.

How many SNAP shares does the reporting person own after the transactions?

The filing shows 1,939,064 Class A shares owned directly following the reported sale.

Does the Form 4 indicate any change in control or officer status at SNAP?

No. The filing identifies the reporting person as General Counsel and shows routine RSU withholding and transfers; it does not disclose any change in officer status or control.

Are there indirect holdings disclosed in the SNAP Form 4?

Yes. The report discloses 538,454 Class A shares held indirectly by a trust (including 160 shares held by immediate family members for which the reporting person disclaims beneficial ownership).