SNAP Form 4: Evan Spiegel 10b5-1 Sales and Charitable Gift Detailed

Rhea-AI Filing Summary

Snap Inc. director and CEO Evan Spiegel reported multiple transactions in Snap (SNAP) Class A common stock on August 13-14, 2025. The filings show sales under a Rule 10b5-1 trading plan of 1,375,255 shares on 08/13/2025 at a weighted average price of $7.2734 and 35,500 shares on 08/14/2025 at a weighted average price of $7.2451. Those sales reduced his direct beneficial ownership to 31,737,791 shares and then to 30,343,090 shares after a charitable gift reported as a separate 1,394,701-share disposition on 08/14/2025.

In addition, the filing discloses 3,027,844 Class A shares held indirectly in an irrevocable trust over which Mr. Spiegel acts as trustee with voting power but no financial interest. The filing notes the 10b5-1 plan was adopted on September 10, 2024 and modified on May 2, 2025 and provides share price ranges for the executed trades.

Positive

• Transactions executed under a documented Rule 10b5-1 plan, indicating pre-established trading instructions
• Charitable gift disclosed, showing a non-sale disposition of shares
• Full disclosure of indirect trust ownership with the trustee role and lack of financial interest clearly stated

Negative

• Large insider sales reported totaling 1,410,755 shares sold on 08/13-08/14/2025 which reduced direct beneficial ownership
• Substantial charitable gift of 1,394,701 shares decreased reported direct holdings

Insights

Securities Analyst

TL;DR: Insider sales under a 10b5-1 plan and a sizable charitable gift materially changed reported holdings but were executed via a pre-established plan.

The filing documents executed sales totaling 1,410,755 Class A shares across 08/13/2025 and 08/14/2025 at weighted average prices near $7.25 per share, plus a charitable gift of 1,394,701 shares. These transactions lowered Mr. Spiegel's reported direct beneficial ownership to 30,343,090 shares while disclosing 3,027,844 shares held indirectly in an irrevocable trust. The sales were effected pursuant to a Rule 10b5-1 plan established 09/10/2024 and modified 05/02/2025, which indicates pre-planned execution timing rather than ad hoc trading.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and disclosure of trust arrangements demonstrate compliance-focused execution and transparency.

The Form 4 clearly discloses the relationship of the reporting person as Director, Chief Executive Officer and 10% owner, and it explains the nature of the indirect trust ownership and the charitable gift. The filing provides weighted average price ranges for the sales and states the 10b5-1 plan adoption and modification dates, which are important governance and compliance details for stakeholders assessing insider transaction intent and timing.

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).

X

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^*

Spiegel Evan

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		S		1,375,255(1)	D	$7.2734(2)	31,773,291	D
Class A Common Stock	08/14/2025		S		35,500(1)	D	$7.2451(3)	31,737,791	D
Class A Common Stock	08/14/2025		G		1,394,701(4)	D	$0.00	30,343,090	D
Class A Common Stock								3,027,844	I	By Trust(5)

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. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2024, as modified on May 2, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.225 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.23 to $7.2719 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.

4. Represents a charitable gift by the reporting person.

5. Shares held by an irrevocable trust over which the reporting person acts as trustee and has voting power, but has no financial interest. The beneficiaries of the irrevocable trust are not immediate family members of the reporting person.

	/s/ Atul Porwal, Attorney-in-fact	08/15/2025
	** 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 insider transactions did Evan Spiegel report for SNAP on 08/13-08/14/2025?

The Form 4 reports sales of 1,375,255 shares on 08/13/2025 at a weighted average price of $7.2734 and 35,500 shares on 08/14/2025 at a weighted average price of $7.2451, plus a charitable gift of 1,394,701 shares on 08/14/2025.

Were the SNAP sales by Evan Spiegel part of a 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/10/2024 and modified on 05/02/2025.

How many SNAP shares does Evan Spiegel beneficially own after these transactions?

The filing shows direct beneficial ownership of 30,343,090 Class A shares following the reported transactions and 3,027,844 Class A shares held indirectly in an irrevocable trust.

What is the nature of the indirect ownership disclosed by Evan Spiegel?

The Form 4 states the indirect holdings are in an irrevocable trust over which Mr. Spiegel acts as trustee with voting power but no financial interest; the trust beneficiaries are not immediate family members.

What price ranges were the sold SNAP shares executed at?

The filing gives price ranges for the executed sales: $7.225 to $7.315 per share for the 08/13 sales and $7.23 to $7.2719 per share for the 08/14 sales.