SNAP insider filing: Lynton Michael awarded 33,157 RSUs, indirect holdings disclosed

Rhea-AI Filing Summary

Lynton Michael, a director of Snap Inc. (SNAP), was granted 33,157 restricted stock units (RSUs) on 08/07/2025. Each RSU represents a contingent right to one share of Class A common stock and will vest 100% after the reporting person completes one year of continuous service from August 2, 2025. Settlement of the RSUs is deferred until the earlier of the 90th day after separation from service or a change in control, with pro-rata acceleration on discontinued board service and full acceleration on a change in control; death while in service triggers immediate full vesting.

Following the grant, the reporting person is shown as beneficially owning 150,157 shares directly, with an additional 320,794 shares held by trusts and 100,000 shares held by the Lynton Foundation reported as indirect holdings. The reporting person disclaims beneficial ownership of certain family-held and trust-held shares except to the extent of any pecuniary interest.

Positive

• Grant of 33,157 RSUs ties a director's compensation to Snap's stock performance, aligning interests with shareholders
• RSU terms include change-in-control full acceleration and pro-rata acceleration on board departure, protecting the award's value

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; aligns director pay with shareholder value but is not a sale or debt change.

The 33,157 RSU award to a board director is a common equity-based compensation event and does not reflect a disposition of shares. Vesting is time-based (one year from August 2, 2025) with standard settlement and change-in-control provisions, which preserves value for the recipient and aligns incentives with long-term share performance. The reported direct and indirect holdings provide transparency on the director's economic exposure but do not indicate immediate market impact.

Corporate Governance Expert

TL;DR: Governance-wise the grant and acceleration clauses are conventional and disclose potential conflicts or economic interests clearly.

The filing discloses standard provisions: pro-rata acceleration upon board departure, full acceleration on a change in control, and deferral of settlement consistent with 409A considerations. The reporting person explicitly disclaims beneficial ownership for family and foundation-held shares except for any pecuniary interest, which clarifies voting and economic influence. This disclosure meets routine governance transparency expectations and does not signal governance concerns by itself.

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^*

Lynton Michael

(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	150,157	D
Class A Common Stock								320,794	I	By Trust(2)
Class A Common Stock								100,000	I	By Lynton Foundation(3)

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.

2. Includes 300,133 shares held by certain immediate family members of the reporting person for which the reporting person disclaims beneficial ownership except as to the reporting person's indirect pecuniary interest therein, if any. The remaining shares are held by an entity or entities in which the reporting person acts as trustee and the reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

3. The reporting person is trustee of Lynton Foundation. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.

	/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.
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FAQ

What did Snap (SNAP) director Lynton Michael receive?

33,157 RSUs were granted, each representing a contingent right to one share of Snap Class A common stock, granted on 08/07/2025.

When do the RSUs vested for the SNAP director grant?

100% vesting occurs after one year of continuous service from August 2, 2025; certain events (death, change in control, discontinued service) trigger accelerated vesting as described.

How many Snap shares does Lynton Michael beneficially own after the reported transaction?

The filing reports 150,157 shares owned directly, plus 320,794 held by trusts and 100,000 held by the Lynton Foundation as indirect holdings.

Did the director sell any Snap shares in this filing?

No sale is reported; the transaction code indicates an acquisition (grant) of RSUs rather than a disposition of shares.

Does the reporting person claim ownership of family or foundation shares?

The reporting person disclaims beneficial ownership of certain family-held and foundation-held shares except for any indirect pecuniary interest as explicitly stated.