Snap CTO reports annuity receipt, 1M-share 10b5-1 sale and charitable gift

Rhea-AI Filing Summary

Robert C. Murphy, Snap Inc. Chief Technology Officer and director, reported several changes in his beneficial ownership of Class A common stock. He received 1,148,950 shares as an annuity distribution on 06/19/2025, increasing his direct holdings. On 08/07/2025 he sold 1,000,000 shares under a Rule 10b5-1 trading plan at a weighted average price of $7.8001 per share (trades ranged $7.71–$7.93). On the same date he made a charitable gift of 304,098 shares. Following these transactions he reported 52,911,126 shares held directly and 5,307,526 shares held indirectly in an irrevocable trust over which he is trustee and retains voting power but no financial interest.

Positive

• Received 1,148,950 shares as an annuity distribution, increasing direct beneficial ownership.
• Retains voting power over 5,307,526 shares held in an irrevocable trust, preserving influence despite no financial interest.
• Sales executed under a Rule 10b5-1 plan, indicating prearranged disposition rather than opportunistic trading.

Negative

• Sold 1,000,000 shares on 08/07/2025 at a weighted average price of $7.8001, reducing direct economic ownership.
• Made a charitable gift of 304,098 shares on 08/07/2025, which reduced his beneficial economic stake.

Insights

Financial Analyst

TL;DR: An annuity transfer increased direct holdings while preplanned sales trimmed shares; overall ownership remains large, impact is neutral.

The reporting person received a sizeable annuity distribution of 1,148,950 shares and executed a planned sale of 1,000,000 shares under a Rule 10b5-1 plan at a weighted average of $7.8001. The net effect leaves the reporting person with 52,911,126 shares directly and 5,307,526 shares indirectly via an irrevocable trust. The 1,000,000-share sale represents a small percentage of his reported direct stake, and the use of a 10b5-1 plan suggests the disposals were prearranged rather than opportunistic.

Corporate Governance Expert

TL;DR: Governance signals include retained voting power as trustee, a charitable gift, and use of a prearranged trading plan.

The filing discloses that the reporting person acts as trustee for an irrevocable trust holding 5,307,526 shares, retaining voting power but no financial interest. A reported charitable gift of 304,098 shares was made, and sales were executed under a Rule 10b5-1 plan adopted previously. These items reflect documented, preplanned disposition activity and a change in economic ownership without removal of voting influence over trust-held shares.

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^*

Murphy Robert C.

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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	06/19/2025		J		1,148,950	D	$0.00	3,851,050	I	By Trust(1)
Class A Common Stock	06/19/2025		J		1,148,950	A	$0.00	1,148,950	I	By Trust(1)
Class A Common Stock	08/07/2025		S		1,000,000(2)	D	$7.8001(3)	53,215,224	D
Class A Common Stock	08/07/2025		G(4)		304,098	D	$0.00	52,911,126	D
Class A Common Stock								5,307,526	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. Shares held by an entity or entities in which the reporting person retains investment power over such shares. Reflects the distribution of 1,148,950 shares transferred from an entity or entities in which the reporting person retains investment power over such shares to the reporting person as an annuity payment on June 19, 2025.

2. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2024.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.71 to $7.93 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	08/11/2025
	** 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 transactions did SNAP insider Robert C. Murphy report?

He received an annuity distribution of 1,148,950 shares on 06/19/2025, sold 1,000,000 shares under a Rule 10b5-1 plan on 08/07/2025 at a weighted average price of $7.8001, and gifted 304,098 shares on 08/07/2025.

How many Snap (SNAP) shares does Robert C. Murphy report after these transactions?

Following the reported transactions he reported 52,911,126 shares held directly and 5,307,526 shares held indirectly in an irrevocable trust.

Were the sales by the SNAP insider preplanned under a trading program?

Yes, the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2024.

What price range did the SNAP insider’s sales occur at?

The reported sales occurred at prices ranging from $7.71 to $7.93 per share, with a weighted average of $7.8001.

What is the nature of the indirect ownership reported by the SNAP insider?

The indirect ownership of 5,307,526 shares is held by an irrevocable trust over which the reporting person acts as trustee, having voting power but no financial interest.