SNAP Form 4: RSUs Vesting After One Year for Director Fidel Vargas

Rhea-AI Filing Summary

Snap Inc. director Fidel Vargas was granted 33,157 restricted stock units (RSUs) on 08/07/2025, each representing a contingent right to one share of Class A Common Stock at a $0.00 purchase price. Following the grant, the reporting person beneficially owns 83,708 shares on a direct basis. The RSUs vest 100% after the reporting person completes one year of continuous service beginning August 2, 2025, with pro-rata acceleration upon discontinued board service and full acceleration upon a change in control. Settlement is deferred until the earlier of the 90th day after separation or a change in control.

Positive

• Grant of 33,157 RSUs increases director equity stake and aligns interests with shareholders
• 100% vesting after one year from Aug 2, 2025 provides clear, time-based vesting conditions
• Settlement deferred until earlier of 90th day post-separation or change in control, specifying timing of delivery
• Full acceleration on change in control and pro-rata acceleration on discontinued service are explicitly disclosed

Negative

• None.

Insights

Compensation Analyst

TL;DR: Director grant of 33,157 RSUs aligns equity compensation with service and change-in-control protections.

The filing documents a non-cash equity award of 33,157 RSUs to director Fidel Vargas, priced at $0.00, increasing direct beneficial ownership to 83,708 shares. The RSUs vest 100% after one year of service from August 2, 2025, and include standard settlement deferral until the earlier of the 90th day post-separation or a change in control. From a pay-design perspective, this structure provides time-based retention and change-in-control protection as stated in the award terms.

Corporate Governance Expert

TL;DR: The Form 4 reports a typical director equity grant with explicit acceleration and settlement terms.

The report shows a grants-based increase in direct ownership and explicit acceleration clauses: pro-rata acceleration on discontinued service, full acceleration on a change in control, and immediate vesting on death as defined. These provisions are disclosed in the filing text and define when the RSUs become payable and how they are treated under specified events.

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).

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^*

Vargas Fidel

(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	83,708	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 did Fidel Vargas report on Form 4 for SNAP?

The filing reports a grant of 33,157 RSUs on 08/07/2025 at a $0.00 price, increasing direct beneficial ownership to 83,708 shares.

When do the RSUs granted to Fidel Vargas vest?

The RSUs vest 100% after one year of continuous service measured from August 2, 2025 as stated in the filing.

Are there acceleration provisions for Vargas's RSUs?

Yes. The RSUs have pro-rata acceleration upon discontinued service and automatic full acceleration upon a change in control as disclosed.

When will the RSUs be settled into shares?

Settlement is deferred until the earlier of: (a) the 90th day following the reporting person’s separation or (b) a change in control, per the filing.

What is Fidel Vargas’s relationship to Snap Inc in this filing?

The form indicates the reporting person, Fidel Vargas, is a Director of Snap Inc.