Snap (SNAP) CTO Robert Murphy sells 4M shares, gifts 1.2M under plan

Rhea-AI Filing Summary

Snap Inc. Chief Technology Officer Robert C. Murphy reported significant insider transactions in Class A Common Stock. On May 13, 2026, he completed an open-market sale of 2,000,000 shares at a weighted average price of $5.4419 per share, leaving 47,012,324 shares held directly afterward.

On May 14, 2026, he reported another open-market sale of 2,000,000 shares at a weighted average price of $5.2807 per share, after which he directly held 45,012,324 sharescharitable gift of 1,202,533 shares of Class A Common Stock. The sales were executed under a pre-arranged Rule 10b5-1 trading plan, and separate entries show additional shares held indirectly through trusts.

Insights

Insider trading and governance analyst

Large, pre-planned insider sales and a sizable charitable gift, with substantial holdings retained.

Chief Technology Officer and 10% owner Robert C. Murphy reported selling a total of 4,000,000 shares of Snap Inc. Class A Common Stock across two days at weighted average prices of $5.4419 and $5.2807 per share. He also gifted 1,202,533 shares to charity.

The footnotes state that the sales were made under a Rule 10b5-1 trading plan adopted on November 11, 2025 and amended on February 11, 2026, indicating they were pre-scheduled rather than opportunistic. After the reported direct sales, Murphy still directly holds tens of millions of shares, and separate lines show additional indirect holdings via trusts where he has voting or investment authority.

Because the transactions are pre-planned and Murphy retains a large equity position, the informational content is moderate. Investors may view this as routine diversification and philanthropy rather than a change in conviction, although any large insider sale can draw attention until further company updates provide additional context.

Insider Trade Summary 10b5-1

Net Seller: 4,000,000 shares ($21,445,200)

Net Sell 5 txns

Insider Murphy Robert C.

Role Chief Technology Officer

Sold 4,000,000 shs ($21.45M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,000,000	$5.2807	$10.56M
Gift	Class A Common Stock	1,202,533	$0.00	--
Sale	Class A Common Stock	2,000,000	$5.4419	$10.88M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 45,012,324 shares (Direct, null); Class A Common Stock — 5,307,526 shares (Indirect, By Trust)

Footnotes (1)

1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2025, as amendeded on February 11, 2026. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.31 to $5.54 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.185 to $5.50 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. Represents a charitable gift by the reporting person. 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. Shares held by an entity or entities in which the reporting person retains investment power over such shares.

Key Figures

Shares sold May 13, 2026: 2,000,000 shares Shares sold May 14, 2026: 2,000,000 shares Charitable gift: 1,202,533 shares +5 more

8 metrics

Shares sold May 13, 2026 2,000,000 shares Open-market sale at $5.4419 weighted average price

Shares sold May 14, 2026 2,000,000 shares Open-market sale at $5.2807 weighted average price

Charitable gift 1,202,533 shares Bona fide charitable gift of Class A Common Stock

Direct holdings after May 13 sale 47,012,324 shares Total shares following May 13, 2026 transaction

Direct holdings after May 14 sale 45,012,324 shares Total shares following May 14, 2026 transaction

Total shares sold 4,000,000 shares Combined open-market sales across May 13–14, 2026

Price range May 13 sales $5.31–$5.54 per share Footnote F2 weighted-average sale price range

Price range May 14 sales $5.185–$5.50 per share Footnote F3 weighted-average sale price range

Key Terms

Rule 10b5-1 trading plan, bona fide gift, weighted average price, irrevocable trust, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

irrevocable trust financial

"Shares held by an irrevocable trust over which the reporting person acts as trustee..."

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Class A Common Stock financial

""security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 09:00 PM

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 CALIFORNIA 90405

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/13/2026		S		2,000,000(1)	D	$5.4419(2)	47,012,324	D
Class A Common Stock	05/14/2026		S		2,000,000(1)	D	$5.2807(3)	45,012,324	D
Class A Common Stock	05/14/2026		G(4)		1,202,533	D	$0	43,809,791	D
Class A Common Stock								5,307,526	I	By Trust(5)
Class A Common Stock								5,000,000	I	By Trust(6)

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. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2025, as amendeded on February 11, 2026.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.31 to $5.54 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.185 to $5.50 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.

6. Shares held by an entity or entities in which the reporting person retains investment power over such shares.

	/s/ Marzena Gellert, Attorney-in-fact	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Snap (SNAP) CTO Robert Murphy report in this Form 4?

Robert C. Murphy reported selling 4,000,000 shares of Snap Class A Common Stock in two open-market transactions and making a charitable gift of 1,202,533 shares. These moves adjust his stake while still leaving him with a substantial remaining shareholding.

At what prices did Robert Murphy sell Snap (SNAP) shares in the latest Form 4?

Murphy sold 2,000,000 Snap shares at a weighted average price of $5.4419 on May 13, 2026, and another 2,000,000 shares at $5.2807 on May 14, 2026. Both were executed as open-market or private sale transactions.

How many Snap (SNAP) shares did Robert Murphy gift according to this Form 4?

He made a bona fide charitable gift of 1,202,533 shares of Snap Class A Common Stock. The filing specifies this transfer as a charitable gift by the reporting person, reflecting non-market disposition rather than a sale for cash proceeds.

Were Robert Murphy’s Snap (SNAP) share sales made under a Rule 10b5-1 plan?

Yes. The footnotes explain that the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 11, 2025 and amended on February 11, 2026. Such plans pre-schedule trades, reducing the significance of trade timing.

How many Snap (SNAP) shares does Robert Murphy hold directly after these transactions?

After the May 13, 2026 sale, Murphy directly held 47,012,324 shares of Class A Common Stock, and after the May 14, 2026 sale he held 45,012,324 shares. Separate entries also show additional indirect holdings through trusts associated with him.

Does the Form 4 show any Snap (SNAP) shares held via trusts for Robert Murphy?

Yes. The filing notes shares held by an irrevocable trust where Murphy is trustee with voting power but no financial interest, and by entities where he retains investment power. These indirect holdings are marked as held “By Trust” in the ownership details.