Snap Insider Filing: CFO Disposes 34k Shares for Tax Withholding, Retains Major Stake

Rhea-AI Filing Summary

Snap Inc. (SNAP) – Form 4 insider transaction

Chief Financial Officer Derek Andersen reported the sale of 33,886 Class A shares on 16-Jun-2025 at a weighted-average price of $8.0403. The filing states the sale was executed solely to satisfy tax-withholding obligations arising from the vesting of restricted stock units (RSUs); it is therefore classified under Transaction Code “S” (open-market sale).

Following the transaction, Andersen continues to beneficially own 3,204,418 Class A shares, indicating he still retains a substantial economic stake in Snap. The price range for the multiple trades that produced the weighted average was $7.915 – $8.18; full breakdowns are available upon request, per standard SEC footnote language.

No derivative securities were reported in this filing, and there is no indication of a 10b5-1 trading plan check-box being marked. The Form 4 covers only one reporting person and one non-derivative transaction and does not include option exercises or new grants.

For investors, the key takeaway is that the disposal was administrative in nature (tax cover) rather than a discretionary reduction, limiting negative signalling. Nonetheless, any insider sale can attract attention, especially given SNAP’s share price levels in the mid-single digits.

Positive

• Sale purpose explicitly for tax withholding, signalling the transaction is administrative, not discretionary liquidation.
• CFO retains 3,204,418 shares, maintaining a significant ownership stake that aligns executive incentives with shareholder interests.

Negative

• Any insider sale can be perceived negatively, potentially indicating lower confidence despite stated tax purpose.
• No 10b5-1 plan disclosure may raise minor governance questions around trading timing, although not uncommon for tax-related disposals.

Insights

Securities Analyst

TL;DR – CFO’s 34k-share sale is tax-related; stake remains >3.2 M shares, so sentiment impact is minimal.

The filing discloses an open-market sale strictly to cover RSU tax withholding. Weighted-average price of $8.04 aligns with recent trading range and constitutes ≈1.1% of the CFO’s post-transaction holdings, an immaterial proportion from a signalling viewpoint. Because the executive retains over 3 million shares, the transaction suggests ongoing commitment rather than exit. Market impact should be modest given SNAP’s average daily volume exceeding several million shares.

Corporate Governance Expert

TL;DR – Routine tax-withholding sale; governance risk unchanged.

This Form 4 shows proper disclosure of an RSU settlement-related sale, consistent with best practices. Absence of a 10b5-1 plan designation is notable but not unusual for tax sales. The small size relative to total ownership and transparency in weighted-average pricing mitigate governance concerns. Overall, the event is procedural rather than strategic.

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).

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^*

Andersen Derek

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S		33,886(1)	D	$8.0403(2)	3,204,418	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 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 $7.915 to $8.18 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.

	/s/ Atul Porwal, Attorney-in-fact	06/18/2025
	** 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

How many Snap (SNAP) shares did the CFO sell?

Derek Andersen sold 33,886 Class A shares on 16-Jun-2025.

What was the average price of the shares sold by Snap's CFO?

The weighted-average sale price was $8.0403 per share, with trades ranging from $7.915 to $8.18.

Why were the shares sold according to the Form 4 filing?

The filing states the sale was to cover tax-withholding obligations related to RSU vesting.

How many Snap shares does the CFO still own after the sale?

After the transaction, the CFO beneficially owns approximately 3.20 million shares of Snap Class A stock.

Does the filing mention a Rule 10b5-1 trading plan?

No, the Form 4 does not indicate that the transaction was made under a pre-arranged 10b5-1 plan.