SNAP insider: 33,157 RSUs awarded to director; vesting and settlement terms outlined

Rhea-AI Filing Summary

Scott D. Miller, a director of Snap Inc. (SNAP), was granted 33,157 restricted stock units (RSUs) representing Class A common stock, recorded as a transaction on 08/07/2025. After the grant, the reporting person beneficially owns 172,852 shares of Class A common stock on a direct basis. The RSUs vest 100% after one year of continuous service measured from August 2, 2025, with pro-rata acceleration on discontinued service and full acceleration upon a defined change in control; if the reporting person dies while in service, the RSUs vest immediately. Settlement is deferred until the earlier of the 90th day after separation or a change in control. The grant was reported as a$0.00 price award (transaction code A).

Insights

Corporate Governance Expert

TL;DR: Routine director equity award with standard vesting and change-in-control protections; not an extraordinary disclosure.

The filing documents a straightforward equity grant to a board member: 33,157 RSUs that convert one-for-one into Class A shares and increase direct beneficial ownership to 172,852 shares. The vesting schedule—100% after one year from August 2, 2025—with pro-rata acceleration on board departure and full acceleration on change in control, and deferred settlement until separation or change in control, are explicit and typical for retention and succession scenarios. No additional transactions, option exercises, or derivative holdings are reported. From a governance perspective, the disclosure is complete regarding the mechanics and post-transaction ownership.

Executive Compensation Analyst

TL;DR: Comp grant recorded as non-cash RSUs at $0.00; vesting and settlement provisions are specified and material to timing of receipt.

The instrument granted is a contingent right to receive shares (RSUs) with a stated quantity of 33,157 and an indicated grant price of $0.00. The filing details the vesting trigger (one year of continuous service from 08/02/2025), acceleration conditions on departure and change in control, and an explicit deferral of settlement until the earlier of the 90th day post-separation or a change in control. These terms determine when economic benefit and share issuance may occur and are clearly presented in the filing. No derivative securities were reported in Table II.

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

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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^*

MILLER SCOTT D

(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	172,852	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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FAQ

What did Snap director Scott D. Miller receive in the Form 4 filing?

The filing shows a grant of 33,157 RSUs, each representing a contingent right to one share of Snap Inc. Class A common stock.

How many Snap (SNAP) shares does Scott D. Miller beneficially own after the reported transaction?

Following the reported transaction, the reporting person beneficially owns 172,852 shares of Class A common stock on a direct basis.

When do the RSUs granted to the Snap director vest?

The RSUs vest 100% after the reporting person completes one year of continuous service from August 2, 2025.

Are there acceleration or settlement conditions for the RSUs in the Snap filing?

Yes. The RSUs have pro-rata acceleration upon discontinued service, full acceleration on a change in control, immediate vesting on death, and settlement is deferred until the earlier of the 90th day after separation or a change in control.

Was any derivative security reported for Scott D. Miller in this Form 4?

No. Table II for derivative securities is empty; only non-derivative RSUs and resulting beneficial ownership are reported.