SNAP: James Lanzone Awarded 33,157 RSUs with Acceleration Terms

Rhea-AI Filing Summary

James Lanzone, a director of Snap Inc. (SNAP), was granted 33,157 restricted stock units (RSUs) on 08/07/2025, each representing a contingent right to receive one share of Class A Common Stock at a $0.00 per-share price. After the award his reported beneficial ownership is 55,472 shares of Class A common stock. The RSUs vest 100% after one year of continuous service measured from August 2, 2025; they will accelerate on a pro-rata basis if he discontinues board service and will fully vest upon a change in control. Settlement of the RSUs is deferred until the earlier of the 90th day after separation or a change in control.

Positive

• 33,157 RSUs awarded to a sitting director, increasing disclosed alignment with shareholders
• 100% vesting after one year provides a clear, time-based retention schedule
• Grant priced at $0.00, confirming these units are a compensation award rather than a market purchase

Negative

• Automatic full acceleration on change in control may accelerate equity issuance in an acquisition scenario
• Settlement deferred but can accelerate, creating uncertainty about timing of share issuance to the reporting person

Insights

Securities Analyst

TL;DR: Routine director equity award increases Lanzone's reported stake; climactic acceleration and one-year cliff define timing of share issuance.

The Form 4 reports a non-derivative acquisition of 33,157 RSUs that convert one-for-one into Class A shares at no cash cost to the director, moving his reported beneficial ownership to 55,472 shares. The one-year cliff vesting from August 2, 2025 and the $0.00 price are consistent with a standard equity grant rather than a market purchase. Investors should note the explicit acceleration features and the deferred settlement mechanics stated in the filing.

Corporate Governance Expert

TL;DR: Grant includes standard governance provisions: one-year full vesting, pro-rata termination acceleration, and full change-in-control acceleration.

The disclosure details vesting and settlement terms: 100% vesting after one year of service, pro-rata acceleration upon discontinued board service, and automatic full acceleration on a change in control. Settlement is deferred until the earlier of 90 days post-separation or a change in control. These contractual features are material to the timing of share issuance and the director's alignment with shareholder interests, but the filing presents this as a routine director compensation award.

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^*

Lanzone James

(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	55,472	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.
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