What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-07 compared with 2023-02-01 · 348 added, 305 removed, 1066 unchanged (38% of the section changed)

12 unchanged sentences

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Other Information

Insider Trading Arrangements

During the quarter ended December 31, 2023, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions, or written plans for the purchase or sale of our securities set forth in the table below:

Type of Trading Arrangement

Name and Position Date Action Rule 10b5-1 (1)

Expiration Date Total Shares of Class A Common Stock to be Sold

Michael O'Sullivan , General Counsel

11/20/2023 Adoption X 1/31/2025 216,160

(1) Contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

2024 Discretionary Bonus Program

On February 5, 2024, the compensation committee of our board of directors approved the 2024 Bonus Program.

The 2024 Bonus Program provides executive officers and other eligible employees the opportunity to earn bonuses for the period from January 1, 2024 through December 31, 2024.

Bonuses will be based on the achievement of certain company-wide priorities and objectives and the contributions and efforts of the eligible participants, in each case as determined by the compensation committee.

After December 31, 2024, we will evaluate the level of achievement of certain company-wide priorities and objectives, and the contributions and efforts of the eligible participants, for review and final approval by the compensation committee.

Each eligible participant in the 2024 Bonus Program may receive a bonus in an amount up to 50% of such participant’s annual base salary as at December 31, 2024.

The compensation committee may pay all or any portion of an earned bonus in shares of Class A common stock granted under the Snap Inc.

2017 Equity Incentive Plan.

The compensation committee also has the right to adjust the bonus target of any participant upward in the event of over-achievement of the corporate objectives and key results.

There is no set formula for determining the bonus amount under the 2024 Bonus Program.

Rather, the compensation committee will exercise its discretion in determining the bonus amount actually earned by each participant.

Awards under the 2024 Bonus Program are expected to occur in the first quarter of 2025.

A participant must remain an employee on the payment date under the 2024 Bonus Program to be eligible to earn a bonus.

The description of the 2024 Bonus Program does not purport to be complete and is qualified in its entirety by reference to the 2024 Bonus Program, a copy of which is attached as Exhibit 10.27 and incorporated by reference.

We are including this disclosure in Item 9B of this Form 10-K rather than filing a Form 8-K under Item 5.02 at a later date.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

7 unchanged sentences

Derek Andersen 45 Chief Financial Officer

Jerry Hunter 58 Chief Operating Officer

Rebecca Morrow 50 Chief Accounting Officer

Michael O’Sullivan 58 General Counsel

47 Senior Vice President of Engineering

Non-Employee Directors

4 unchanged sentences

Liz Jenkins (3)

Stanley Meresman(3)

Miller (1)(3)

Patrick Spence

Poppy Thorpe (1)(3)

Fidel Vargas(2) 54 Director

Fidel Vargas (2)

(1) Member of the compensation committee.

6 unchanged sentences

in Engineering – Product Design from Stanford University.

Spiegel has served on the board of directors of KKR & Co., Inc.

since October 2021 We believe that Mr.

Spiegel is qualified to serve as a member of our board based on the perspective and experience he brings as our co-founder and Chief Executive Officer.

Spiegel has served on the board of directors of KKR & Co.

since October 2021.

We believe that Mr.

Spiegel is qualified to serve as a member of our board of directors based on the perspective and experience he brings as our co-founder and Chief Executive Officer.

Robert Murphy .

5 unchanged sentences

Derek Andersen.

Andersen has served as Chief Financial Officer since May 2019 and previously served as our Vice President of Finance since July 2018.

Andersen has served as our Chief Financial Officer since May 2019 and previously served as our Vice President of Finance since July 2018.

Andersen was previously employed at Amazon.com, Inc.

1 unchanged sentence

Andersen also previously served in roles at Fox Interactive Media, including as Senior Vice President, Finance and Business Operations for IGN, and as Vice President, Finance.

Andersen holds a B.B.A from Acadia University, an M.B.A from the Haas School of Business at the University of California, Berkeley, and is a CFA Charter Holder.

Jerry Hunter .

Hunter has served as our Chief Operating Officer since August 2022 and previously served as our Senior Vice President, Engineering from November 2017 to August 2022, and as our Vice President of Core Engineering from October 2016 to November 2017.

From August 2010 to October 2016, Mr.

Hunter served as Vice

President of Infrastructure at Amazon.com, Inc., and previously as Vice President of Corporate Applications at Amazon.com, Inc.

from October 2007 to August 2010.

Hunter holds a B.S.

in Systems Engineering from the University of Arizona.

Andersen holds a B.B.A.

from Acadia University, an M.B.A.

from the Haas School of Business at the University of California, Berkeley, and is a CFA Charter Holder.

Rebecca Morrow.

3 unchanged sentences

Prior to that, Ms.

Morrow served in various roles at Deloitte & Touche LLP, most recently serving as Managing Director in the Advisory Services practice from August 2013 to March 2015, and as Senior Manager in the Advisory Services practice from October 2008 to August 2013.

from October 2008 to August 2013.

Morrow holds a B.S.

degree in Business and Accounting from the University of Idaho and a Masters of Accountancy degree from the David Eccles School of Business of the University of Utah.

in Business and Accounting from the University of Idaho and a Masters of Accountancy degree from the David Eccles School of Business of the University of Utah.

Michael O’Sullivan .

6 unchanged sentences

from University of Pennsylvania.

Young has served as our Senior Vice President of Engineering since June 2023.

Young was previously employed at Alphabet Inc., serving in a variety of roles, most recently as Vice President of Engineering at Google.

Prior to Google, Mr.

Young served in a variety of roles at Amazon.com, Inc.

Young holds a B.S.

from Vanderbilt University and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Non-Employee Directors

3 unchanged sentences

from January 2004 until May 2017, and as CEO of Sony Corporation of America from March 2012 to August 2017.

Lynton has served as a member of the board of directors of Ares Management Corp, Warner Music Group Corp., Schrodinger, Inc., and The Boston Beer Company.

Lynton also served as a member of the board of directors of Pandora Media, Inc.

from August 2017 until February 2019 and Pearson plc, from January 2018 to April 2021.

Lynton has served as a member of the board of directors of Ares Management Corporation since 2014, Warner Music Group Corp.

since 2019, and Schrodinger, Inc.

Lynton also served as a member of the board of directors of Pandora Media, Inc., Pearson plc, and The Boston Beer Company.

Lynton holds a B.A.

5 unchanged sentences

Coffey has served on our board of directors since May 2020.

Coffey has served as Chief Executive Officer at City National Bank, a subsidiary of the Royal Bank of Canada (RBC), since February 2019.

Coffey has served as Chief Executive Officer at City National Entertainment, a unit of City National Bank, since November 2023.

Coffey served as Chief Executive Officer of City National Bank, a subsidiary of the Royal Bank of Canada (RBC), from February 2019 to November 2023.

Prior to joining City National Bank, Ms.

11 unchanged sentences

Coles served as chairperson and Chief Executive Officer of Northern Star Acquisition Corp.

since July 2020, until its merger with Bark, Inc.

(formerly Barkbox Inc.) in June 2021.

Coles has served as Chairperson and Chief Executive Officer of Northern Star Investment Corp.

II, Northern Star Investment Corp.

III, and Northern Star Investment Corp.

IV since November 2020.

Prior to joining the Northern Star entities, Ms.

from July 2020 until its merger with Bark, Inc.

in June 2021.

Previously, Ms.

Coles served as Chief Content Officer of Hearst Magazines from September 2016 to August 2018, overseeing editorial for Hearst’s 300 titles globally, and as Editor-in-Chief of Cosmopolitan from September 2012 to September 2016.

1 unchanged sentence

Coles worked for The Times of London from September 1998 to September 2001 and served as New York Bureau Chief for The Guardian from 1997 to 1998.

She currently serves on the board of directors of Bark, Inc., Sonos, Inc., and is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities.

She currently serves on the board of directors of Sonos, Inc., and is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities and the Fallen Journalists Memorial Fund.

Previously, Ms.

Coles served as a director of Bark, Inc., Northern Star Investment Corp.

II, Northern Star Investment Corp.

III, and Northern Star Investment Corp.

Coles holds a B.A.

4 unchanged sentences

Jenkins has served on our board of directors since December 2020.

Jenkins has served as Chief Operating Officer at Be Sunshine, LLC (Hello Sunshine) since January 2021, and served as Chief Financial Officer at Hello Sunshine from August 2018 to December 2020.

Jenkins has served as Chief Business Officer at NBCUniversal Studio Group since September 2023.

Jenkins served as Chief Operating Officer at Be Sunshine, LLC (Hello Sunshine) from January 2021 to September 2023, and Chief Financial Officer from August 2018 to December 2020.

Prior to joining Hello Sunshine, Ms.

Jenkins worked at Sony Interactive Entertainment as the Head of Strategic Ventures for PlayStation from June 2017 to August 2018, the Creative Cartel as interim Co-Chief Executive Officer from October 2015 to June 2016, and Media Rights Capital from October

2008 to May 2015, most recently serving as Senior Vice President of Corporate Development and Strategy.

She currently serves as Chair of the board of GLAAD.

Jenkins holds an MBA from The Wharton School at the University of Pennsylvania and a BA in Economics from Stanford University.

Jenkins holds an M.B.A.

from The Wharton School at the University of Pennsylvania and a B.A.

in Economics from Stanford University.

We believe that Ms.

Jenkins is qualified to serve as a member of our board of directors and chair of our audit committee due to her experience working with digital and technology companies and her financial and accounting expertise from her prior experience as Chief Financial Officer of Hello Sunshine.

Stanley Meresman .

Meresman has served on our board of directors since July 2015.

During the last ten years, Mr.

Meresman has served on the boards of directors of various public and private companies, including service as chair of the audit committee for some of these companies.

He currently serves on the board of directors and as chair of the audit committee of DoorDash, Inc.

He served as a member of the board of directors and as chair of the audit committees of Palo Alto Networks, Inc.

from September 2014 to December 2018, LinkedIn Corporation from October 2010 to December 2016, Zynga Inc.

from June 2011 to June 2015, Medallia, Inc.

from June 2015 to October 2021, Guardant Health, Inc.

from May 2018 to June 2022, and Cloudflare, Inc.

from December 2018 to June 2022;

and on the board of directors of Meru Networks, Inc.

from September 2010 to May 2013, and Riverbed Technology, Inc.

from March 2005 to May 2012.

He also serves on the board of trustees of the Panetta Institute of Public Policy, a non-profit organization.

From January 2004 to December 2004, Mr.

Meresman was a Venture Partner with Technology Crossover Ventures, a private equity firm, and was General Partner and Chief Operating Officer of Technology Crossover Ventures from November 2001 to December 2003.

During the four years before joining Technology Crossover Ventures, Mr.

Meresman was a private investor and board member and advisor to several technology companies.

From 1989 to 1997, Mr.

Meresman served as the Senior Vice President and Chief Financial Officer of Silicon Graphics, Inc.

Meresman holds a B.S.

in Industrial Engineering and Operations Research from the University of California, Berkeley and an M.B.A.

from the Stanford Graduate School of Business.

We believe that Mr.

Meresman is qualified to serve as a member of our board of directors due to his background as a member of the board and chair of the audit committee of other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded companies.

Jenkins is qualified to serve as a member of our board of

directors and chair of our audit committee due to her experience working with digital and technology companies and her financial and accounting expertise from her prior experience as Chief Financial Officer of Hello Sunshine.

Miller has served on our board of directors since October 2016.

12 unchanged sentences

Miller is qualified to serve as a member of our board of directors due to his extensive leadership experience.

Patrick Spence .

Spence has served on our board of directors since September 2023.

Spence has served as Chief Executive Officer and member of the board of directors of Sonos, Inc.

since January 2017.

Prior to joining Sonos, Mr.

Spence spent 14 years at Research In Motion Limited, a consumer electronics company and the developer of the BlackBerry device, in a variety of senior roles, including most recently as the Senior Vice President and Managing Director of Global Sales and Regional Marketing.

Spence holds a B.A.

in business administration from the Ivey Business School at the University of Western Ontario.

We believe that Mr.

Spence is qualified to serve as a member of our board of directors due to his extensive leadership experience.

Poppy Thorpe .

Thorpe has served on our board of directors since August 2018.

Thorpe is a freelance brand consultant.

Thorpe has served as CEO and co-founder of There, There, a marketing and strategy consultancy, since March 2022.

Previously, Ms.

Thorpe served as Chief Marketing Officer at Sesame Inc.

Thorpe was a freelance brand consultant from June 2021 to February 2022, served as Chief Marketing Officer at Sesame Inc.

from March 2020 to May 2021, Head of Brand Marketing at Glossier Inc., a beauty brand, from April 2018 to February 2020, Head of Strategy at FNDR, a marketing and advertising agency, from August 2017 to April 2018, and Strategy Director at R/GA, a digital agency, from August 2014 to August 2017.

19 unchanged sentences

As Chairperson of our board of directors, Mr.

Lynton presides over meetings of our independent directors

without management present.

Lynton presides over meetings of our independent directors without management present.

Lynton also performs such additional duties as our board of directors may otherwise determine and delegate.

12 unchanged sentences

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Our board of directors held seven meetings during 2022.

Our board of directors held six meetings during 2023.

No member of our board of directors attended fewer tha n 75% of the aggregate of (a) the total number of meetings of the board of directors (held during the period for which he or she was a director) and (b) the total number of meetings held by all committees of the board of directors on which such director served (held during the period that such director served).

Mem bers of our board of directors are invited and encouraged to attend our annual meeting of stockholders.

In 2022, nine members of our board of directors attended our annual meeting of stockholders.

In 2023, nine members of our board of directors attended our annual meeting of stockholders (at the time of the 2023 annual meeting of stockholders, our board of directors consisted of nine members).

Executive Sessions of Independent Directors

13 unchanged sentences

Our audit committee consists of Ms.

Meresman, Mr.

Miller, and Ms.

Thorpe, each of whom our board of directors has determined satisfies the independence requirements under NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act.

Stanley Meresman was a member of the audit committee until the expiration of his board term on July 24, 2023.

Our board of directors has determined that each of Ms.

Miller, and Ms.

Thorpe satisfies, and, until the expiration of his board term, Mr.

Meresman satisfied, the independence requirements under NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of our audit committee is Ms.

Jenkins, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of our audit

committee can read and understand fundamental financial statements in accordance with applicable requirements.

Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

16 unchanged sentences

Miller, and Ms.

Our board of directors has determined that each of Mr.

Miller, and Ms.

Thorpe is independent under NYSE listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Thorpe, each of whom our board of directors has determined is independent under NYSE listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The chair of our compensation committee is Mr.

During 2022, the compensation committee met five times.

During 2023, the compensation committee met four times.

Our board of directors has adopted a written charter for the compensation committee, which is available on our website at www.snap.com.

8 unchanged sentences

• reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy;

• reviewing and approving polices and procedures with respect to perquisites or other personal benefits provided to executive officers, directors, and other senior management.

• reviewing and approving policies and procedures with respect to perquisites or other personal benefits provided to executive officers, directors, and other senior management.

See the sections titled “Item 11.

3 unchanged sentences

Lynton, and Mr.

Vargas, each of whom our board of directors has determined is independent under the NYSE listing standards, a non-employee director, and free from any relationship that would interfere with the exercise of his or her independent judgment.

The chair of our nominating and corporate governance committee is Ms.

Our board of directors has determined that each current member, and member during 2022, of the nominating and corporate governance committee is and was, respectively, independent under the NYSE listing standards, a non-employee director, and free from any relationship that would interfere with the exercise of his or her independent judgment.

During 2022, the nominating and corporate governance committee met five times.

During 2023, the nominating and corporate governance committee met four times.

Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.snap.com.

18 unchanged sentences

The factors generally considered by the nominating and corporate governance committee and our board of directors are set out in our Corporate Governance Guidelines, which are available on our website at www.snap.com.

If a stockholder who is eligible to vote at the 2023 annual meeting of stockholders wishes to nominate a candidate to be

considered for election as a director, it must comply with the procedures set forth in our bylaws and give timely notice of the nomination in writing to our Secretary.

If a stockholder who is eligible to vote at the 2024 annual meeting of stockholders wishes to nominate a candidate to be considered for election as a director, it must comply with the procedures set forth in our bylaws and give timely notice of the nomination in writing to our Secretary.

All stockholder proposals should be marked for the attention of our Secretary at Snap Inc., 3000 31st Street, Santa Monica, CA 90405.

4 unchanged sentences

Each communication should specify the person sending the communication, the general topic of the communication, and the class and number of shares of our stock that are owned of record (if a record holder) or beneficially (if not a record holder).

If any stockholder, including a holder of Class A common stock, wants to contact the independent members of the board of directors, the stockholder should address the communication to the attention of the Chairman (c/o Secretary) of the board of directors at the address above.

If any stockholder, including a holder of Class A common stock, wants to contact the independent members of the board of directors, the stockholder

should address the communication to the attention of the Chairperson (c/o Secretary) of the board of directors at the address above.

Our legal department will review communications before forwarding them to the recipient, and will not forward a communication that is unrelated to the duties and responsibilities of the board of directors, irrelevant, primarily commercial in nature, addressed already on our website or in other filings, or is unduly hostile, threatening, illegal, or similarly unsuitable.

6 unchanged sentences

This may limit the information available to holders of our Class A common stock.”

To our knowledge, based solely on our review of the copies of such reports furnished to us or written representations from such persons, we believe that, with respect to the year ended December 31, 2022, such persons complied with all such filing requirements, except Mr.

Hunter inadvertently filed one late Form 4 with respect to one transaction.

To our knowledge, based solely on our review of the copies of such reports furnished to us or written representations from such persons, we believe that, with respect to the year ended December 31, 2023, such persons complied with all such filing requirements.

Executive Compensation.

5 unchanged sentences

• Derek Andersen, Chief Financial Officer;

• Jerry Hunter, Chief Operating Officer;

• Rebecca Morrow, Chief Accounting Officer;

• Michael O’Sullivan, General Counsel;

• Jeremi Gorman, former Chief Business Officer.

• Eric Young, Senior Vice President of Engineering;

• Jerry Hunter, Chief Operating Officer.

Our board of directors has delegated to the compensation committee the authority and responsibility for reviewing, evaluating, and determining the compensation to be paid to executive officers, overseeing our compensation policies, and administering the compensation plans and programs for our company.

4 unchanged sentences

Our focus on equity compensation encourages executives to operate like owners, linking their interests with the interests of our stockholders.

As our company grows, we will continue to evaluate our compensation philosophy and programs to ensure they continue to meet our objectives.

We evaluate our compensation philosophy and programs annually to ensure they continue to meet our objectives.

We designed our compensation program for all employees, including our named executive officers, to support four main objectives:

10 unchanged sentences

Miller, and Poppy Thorpe.

No member of the compensation committee are, or were in 2022, an executive officer of Snap Inc., and each of them qualifies as an “independent director” under the NYSE rules.

No member of the compensation committee is, or was in 2023, an executive officer of Snap Inc., and each of them qualifies as an “independent director” under the NYSE rules.

Compensation Consultant’s Role

The compensation committee has the authority to engage the services of outside consultants.

The compensation committee first retained FW Cook, a national compensation consulting firm, in 2017 as its independent compensation consultant.

FW Cook reports directly to the compensation committee.

In January 2023, our compensation committee reviewed FW Cook’s independence under applicable SEC and NYSE rules.

Our compensation committee concluded that FW Cook is independent within the meaning of such rules and that its engagement did not present any conflict of interest.

For the first half of 2023, the compensation committee retained FW Cook as its compensation consultants.

In 2023, the compensation committee reviewed bids for compensation consulting services from multiple firms.

Following this review, it determined to retain Semler Brossy Consulting Group, or Semler Brossy, as its independent compensation consultant going forward.

Semler Brossy reports directly to the compensation committee.

In January 2024, our compensation committee reviewed Semler Brossy’s independence under applicable SEC and NYSE rules.

Our compensation committee concluded that Semler Brossy is independent within the meaning of such rules and that its engagement did not present any conflict of interest.

Management’s Role

8 unchanged sentences

We analyze market data for executive compensation periodically using the most relevant published survey sources, information available from public filings, and input from our compensation consultants.

In 2022, the compensation committee requested that FW Cook perform a detailed review of our peer group, considering appropriateness of the current peer companies and potential additions based on similarity in market capitalization size and industry.

Based on those considerations and FW Cook’s review, our compensation committee approved maintaining the same peer group as used in 2021.

Our peer group for 2022 consisted of the following companies:

In order to determine pay levels for 2023, the compensation committee used the same peer group as in 2022.

The peer group was based on a detailed review by FW Cook conducted in 2022, considering appropriateness of the current peer companies and potential additions based

on similarity in market capitalization size and industry.

The peer group that the compensation committee considered to determine pay levels for 2023 consisted of the following companies:

Activision Blizzard Match Group Twilio

Autodesk Pinterest Twitter

Autodesk Pinterest X (formerly Twitter)

Block (formerly Square) Roku Uber

2 unchanged sentences

Intuit Spotify Zoom Video

We use the peer group as a general reference.

Publicly available pay data from this peer group is supplemented with third party survey data to inform the compensation committee of the market for executive talent.

In addition to the peer group, we also rely on the knowledge and experience of our compensation committee members and our management in determining the appropriate compensation for our executive officers.

8 unchanged sentences

We review the base salaries of our executive officers annually and may adjust them from time to time, if needed, to reflect changes in market conditions or other factors.

Base salaries of our executive officers generally remain below the 50th percentile compared to our peer group, primarily because we compensate our executive officers mostly with equity awards.

The table below sets forth information regarding the year-end base salary amounts for 2023 for our named executive officers.

Other than Ms.

Morr ow, no base salaries were changed for any of our named executive officers in 2022.

In April 2023, the compensation committee analyzed market data for executive compensation using the most relevant published survey sources, information available from our peer group’s public filings, and input from our compensation consultants.

After the review, the compensation committee approved an annual base salary increase for each of Derek Andersen, Jerry Hunter, and Michael O’Sullivan from $500,000 to $1,000,000 and for Rebecca Morrow from $431,600 to $500,000, in each case effective April 1, 2023.

These changes are intended to account for the changes made to the bonus program, where payouts are only made in the event of outperformance, bolster retention, and ensure competitiveness with the market.

We continue to maintain significant weight on equity compensation to ensure alignment of their long-term financial interests with those of stockholders.

Name 2023 Base Salary

1 unchanged sentence

Derek Andersen 1,000,000

Jerry Hunter 500,000

Rebecca Morrow

Michael O’Sullivan 1,000,000

Jeremi Gorman(2) 500,000

Morrow's annual base salary was increased from $415,000 to $431,600 effective March 27, 2022.

Gorman served as our Chief Business Officer until September 16, 2022.

Jerry Hunter (1)

(1) In October 2023, Mr.

Hunter notified us of his intent to retire on July 1, 2024.

Hunter’s duties and responsibilities were transitioned by October 31, 2023.

Equity-based Awards

1 unchanged sentence

By having a significant portion of our executive officers’ total compensation payable in the form of equity awards that vest over a number of years and are thus subject to higher risk, our executive officers are motivated to align their long-term financial interests with those of our stockholders.

We generally issue three forms of equity awards:

We generally issue two forms of equity awards:

Restricted Stock Awards .

6 unchanged sentences

Because RSAs and RSUs have value to the recipient even in the absence of stock price appreciation, these forms of equity awards help us retain and incentivize employees during periods of market volatility.

Stock Options .

Stock options are granted with an exercise price based on the market price of Class A common stock on the date of grant (as quoted on the NYSE).

The stock options will have value to our executive officers only if the fair market value of our Class A common stock increases after the date of grant, which provides a strong incentive to our executive officers to increase stockholder value.

Additionally, stock options typically vest over multiple years, subject to continued service through each vesting date.

We view stock options as inherently performance-based and an effective tool to motivate our executive officers to build stockholder value and reinforce our position as a growth company.

Although we typically grant RSAs and RSUs to our executive officers, we have granted stock options to our executive officers in limited circumstances.

We generally grant larger, one-time new hire equity awards to our executive officers when they start employment with us or are promoted.

4 unchanged sentences

Annual Incentive Compensation

In February 2022, our board of directors approved the 2022 Bonus Program, which provided our named executive officers, with the exception of Ms.

Morrow, and other eligible employees the opportunity to earn bonuses on the level of achievement of certain company-wide objectives and key results, or Corporate OKRs, from January 1, 2022 through December 31, 2022.

In April 2023, our board of directors approved the 2023 Bonus Program, which provided our named executive officers, with the exception of Ms.

Morrow and Mr.

Young, and other eligible employees the opportunity to earn bonuses only on the achievement of outperformance against certain company-wide objectives and key results, or Corporate OKRs, from January 1, 2023 through December 31, 2023.

A participant must remain an employee through the payment date under the 2023 Bonus Program to earn a bonus.

1 unchanged sentence

Each Corporate OKR category is assigned a relative weighting by the compensation committee based on recommendations by the Chief Executive Officer, reflecting its importance to the achievement of our Corporate OKRs during the year.

Each eligible participant in the 2022 Bonus Program may receive a bonus in an amount up to 100% of su ch participant’s annual base salary earned in 2022 .

Each eligible participant in the 2023 Bonus Program may receive a bonus in an amount up to 50% of su ch participant’s annual base salary as at December 31, 2023 .

Bonus targets for participants will be correspondingly adjusted downward in the event certain Corporate OKRs are deemed by the compensation committee to have not been fully achieved.

The compensation committee also has the right, in its sole discretion, to adjust the bonus target of any participant upward in the event of over-achievement of the Corporate OKRs.

The Corporate OKRs consisted of growing the overall business, including growing our community, growing our Snapchat application into monetizable platforms, and investing in partnerships to scale our platforms and content.

In January 2023, the compensation committee approved a 20% payment of the bonus target amount to certain of our employees, including our named executive officers, pursuant to the 20 22 Bonus Program.

The bonus payment amounts approved by the compensation committee were based on their respective determinations of the degree to which such Corporate OKRs were achieved.

Morrow is eligible to earn a bonus under our performance award program.

These bonuses are paid out at our discretion following a review of Ms.

The Corporate OKRs consisted of growing our community and engagement, growing revenue and earnings, and leading in augmented reality.

In January 2024, the compensation committee reviewed 2023 performance against its Corporate OKRs.

It was determined that the Company did not outperform against the Corporate OKRs, and no payment would be made under this program.

Morrow was eligible to earn a bonus under our performance award program.

These bonuses are paid out at the Company's discretion following a review of Ms.

Morrow's performance in a given year.

1 unchanged sentence

Morrow was $215,800.

Later in 2023, the performance award program was replaced with the outperformance equity program, where equity awards, in the form of RSUs, are granted at the Company's discretion following a review of one's performance in a given quarter.

These equity awards vest over a 12 month period.

Morrow and Mr.

Young were eligible to receive equity awards under the outperformance equity program in 2023.

Young was granted an equity award with a grant date fair value of $973,098 under this program.

Other Benefits

1 unchanged sentence

In 2023, we matched contributions made to our 401(k) plan by our employees up to federal limits, including our named executive officers.

All of the named executive off icers, other than Mr.

Spiegel, participated in our 401(k) plan.

All of the named executive off icers participated in our 401(k) plan.

On occasion, we may provide new executives with sign-on compensation in the form of cash or equity as an inducement to join Snap.

Young received a cash sign-on bonus of $500,000 paid in four quarterly installments from June 2023.

Our executive officers, including our named executive officers, also receive access to an on-call medical service paid for by us.

Gorman and Messrs.

Hunter and O’Sullivan participated in such on-call medical services in 2023, and we paid applicable tax gross ups related to such services.

8 unchanged sentences

Change of Control Benefits

Some employee equity awards with back-weighted vesting (i.e., 10%/20%/30%/40% vesting), including certain

awards held by certain named executive officers, accelerate so that the equity award is evenly-weighted if the employee’s

employment is involuntarily terminated other than for cause or voluntary termination for good reason following a change

of control (i.e., “double-trigger”).

We ceased issuing back-weighted equity awards in early 2018.

Hunter is the only named executive officer with back-weighted equity vesting in 2022 that could benefit from such a provision, but such equity award was fully vested as of December 31, 2022.

Our named executive officers are not entitled to any other change of control benefits or post-employment payments with the limited exception of equity acceleration on a termination due to death.

In addition, unpaid portions of

Young's sign-on bonus will be paid unless Mr.

Young resigns his employment.

For more detail, please see the section titled “—Potential Payments Upon Termination, Change in Control, or Death.”

20 unchanged sentences

Additional controls, such as our Code of Conduct and related training, help further mitigate the risks of unethical behavior and inappropriate risk-taking.

In addition, on November 29, 2023, we adopted the Snap Inc.

Incentive Compensation Recoupment Policy to comply with listing standards adopted by the NYSE that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This clawback policy applies to incentive compensation that is received by a covered individual (including our named executive officers) on or after October 2, 2023.

Hedging and Pledging Prohibition

3 unchanged sentences

Under a Rule 10b5-1 plan, a broker executes trades under parameters established by the individual when entering into the plan, without further direction from them.

The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time, so long as such termination was made in good faith.

The Securities and Exchange Commission recently adopted new rules, effective in late February 2023, with additional requirements for Rule 10b5-1 plans, including "cooling off" periods and limitations on the number of Rule 10b5-1 plans our executive officers and members of our board of directors may have.

Rule 10b5-1 plans may be amended or modified to change the amount, price, or timing of the purchase or sale of our common stock only when the individual does not possess material nonpublic information about us, and only during an open trading window.

Rule 10b5-1 plans are subject to further rules adopted by the Securities and Exchange Commission, including the number of plans an individual may have at one time, cooling-off periods, and certain certification requirements.

Compensation Committee Report

5 unchanged sentences

Name and Principal Position Year Salary Bonus Stock

Awards(1) Non-Equity

Incentive Plan

5 unchanged sentences

Derek Andersen 2023 855,769 — 16,532,384 —

Chief Financial Officer 2021 500,000 — 5,876,814 225,000 14,364 6,616,178

15,941 (3) 17,404,094

Jerry Hunter(5) 2022 500,000 — 28,977,743 100,000 (3) 22,125 (6) 29,599,868

Chief Operating Officer 2021 500,000 — 9,402,903 225,000 12,164 10,140,067

Chief Financial Officer 2022 500,000 — 7,747,984 100,000 14,964 8,362,948

2021 500,000 — 5,876,814 225,000 14,364 6,616,178

Rebecca Morrow (4)

2023 480,269 215,800 (5) 679,890 —

13,721 (6) 1,389,680

Chief Accounting Officer

2022 427,131 259,375 921,192 — 12,682 1,620,380

Michael O'Sullivan 2023 855,769 — 8,491,369 —

24,347 (7) 9,371,485

General Counsel 2022 500,000 — 4,018,740 100,000 22,173 4,640,913

2021 500,000 — 4,701,451 225,000 21,631 5,448,082

Jeremi Gorman(11) 2022 375,000 — 6,909,311 (12) — 165,662 (13) 7,449,973

Former Chief Business 2021 500,000 — 5,876,814 225,000 21,631 6,623,445

Officer 2020 500,000 — 5,675,063 400,000 16,213 6,591,276

Eric Young (8)

Senior Vice President

2023 538,462 375,000 (9) 47,812,564 — 291 (10) 48,726,317

of Engineering

Jerry Hunter (11)

2023 855,770 — 25,443,754 — 22,423 (12) 26,321,947

Chief Operating Officer

2022 500,000 — 28,977,743 100,000 22,125 29,599,868

2021 500,000 — 9,402,903 225,000 12,164 10,140,067

(1) Amounts reported represent the aggregate grant date fair value of the equity awards without regard to forfeitures, calculated in accordance with ASC Topic 718.

4 unchanged sentences

Spiegel on business flights that Mr.

Spiegel cannot reimburse under the Federal Aviation Regulations, (c) $488,371 in incremental costs for personal flights not reimbursed by Mr.

Spiegel cannot

reimburse under the Federal Aviation Regulations, (c) $728,729 in incremental costs for personal flights not reimbursed by Mr.

Spiegel, and (d) $6 in life insurance premiums paid by us on behalf of Mr.

(3) Represents amounts earned under the 2022 Bonus Program for performance from January 1, 2022 through December 31, 2022.

Amounts under the 2022 Bonus Program will be paid in March 2022.

See “Elements of Executive Compensation – Annual Incentive Compensation.”

(3) Amount reported includes (a) $13,200 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

2 unchanged sentences

Amounts not quantified above total le ss than $10,000 in aggregate.

Hunter was promoted to Chief Operating Officer effective August 30, 2022.

(6) Amount reported includes (a) $12,200 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

Hunter, (c) $5,000 in medical on-call services paid by us on behalf of Mr.

Hunter, and (d) tax “gross up” payments paid to Mr.

Hunter to cover the imputed income associated with the medical on-call services.

Amounts not quantified above total less than $10,000 in aggregate.

Morrow was not a named executive officer in fiscal years 2021 or 2020.

Morrow was not a named executive officer in fiscal year 2021.

(5) Represents amount awarded under the company’s performance award program.

3 unchanged sentences

O’Sullivan, (c) $5,000 in medical on-call services paid by us on behalf of Mr.

O'Sullivan, and (d) tax “gross up” payments paid to Mr.

O'Sullivan, and (d) $5,607 in tax “gross up” payments paid to Mr.

O'Sullivan to cover the imputed income associated with the medical on-call services.

Amounts not quantified above total less than $10,000 in aggregate.

Gorman served as Chief Business Officer until September 16, 2022.

(12) $2,002,360 of the amount reported is the aggregate modification date fair value of previously granted equity awards in accordance with ASC Topic 718, and does not reflect a new award or the actual economic value that may be realized by Ms.

(13) Amount reported includes (a) $145,833 pursuant to the August 2022 transition agreement we entered with Ms.

Gorman, in which we agreed to pay Ms.

Gorman her salary that she would have earned had she remained our Chief Business Officer through December 31, 2022, ( b) $9,921 in 401(k) plan matching contributions by us, (c) life insurance premiums paid by us on behalf of Ms.

Gorman, (d) $5,000 in medical on-call services paid by us on behalf of Ms.

Gorman, and (e) tax “gross up” payments paid to Ms.

Gorman to cover the imputed income associated with the medical on-call services.

Young joined the company in June 2023.

(9) Represents amount paid as of December 31, 2023 as part of sign-on bonus of $500,000.

The sign-on bonus is payable in four quarterly installments from June 2023.

(10) Amount reported includes life insurance premiums paid by us on behalf of Mr.

(11) In October 2023, Mr.

Hunter notified us of his intent to retire on July 1, 2024.

Hunter’s duties and responsibilities were transitioned by October 31, 2023.

(12) Amount reported includes (a) $13,200 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

Hunter, (c) medical on-call services paid by us on behalf of Mr.

Hunter, and (d) tax “gross up” payments paid to Mr.

Hunter to cover the imputed income associated with the medical on-call services.

Amounts not quantified above total less than $10,000 in aggregate.

4 unchanged sentences

of Shares of Stock

or Units(1) Grant Date Fair

Grant Date Fair

Value of Stock

1 unchanged sentence

Derek Andersen 1/30/2023 1,490,747 16,532,384

5/11/2022 77,830 1,699,807

11/28/2022 152,730 1,502,863

Jerry Hunter 2/2/2022 167,188 5,361,719

5/11/2022 113,982 2,489,367

8/31/2022 1,789,697 19,471,904

11/28/2022 168,166 1,654,753

Rebecca Morrow 4/26/2023 22,928 226,529

5/10/2023 26,718 232,446

9/11/2023 23,402 220,915

Michael O'Sullivan

1 unchanged sentence

7/25/2023 3,744,162 46,839,466

Jeremi Gorman 2/2/2022 104,493 3,351,091

11/29/2023 74,969 973,098

1/30/2023 2,294,297 25,443,754

(1) Except as indicated below, equity awards vest and the forfeiture condition lapses only on the satisfaction of a service-based vesting condition.

9 unchanged sentences

Stock That Have Not

Vested(#)(1) Market

Vested($)(2) Number of

Vested (#) (1)

Vested ($) (2)

Exercisable Number of

Unexercisable(1) Option

Unexercisable (1)

Evan Spiegel — — $ — — — $ — —

3 unchanged sentences

1/30/2023 1,381,286 (6) 23,385,172 — — — —

2/2/2022 125,392 (7) 1,122,258 — — — —

5/11/2022 77,830 (8) 696,579 — — — —

Rebecca Morrow 5/13/2020 2,191 (7) 37,094 — — — —

5/12/2021 19,772 (3) 334,740 — — — —

Jerry Hunter 5/16/2019 31,250 (10) 279,687 700,000 — 14.72 12/29/2027

5/11/2022 33,019 (8) 559,012 — — — —

2 unchanged sentences

9/11/2023 23,402 (9) 396,196 — — — —

Michael O’Sullivan 2/3/2021 79,336 (3) 1,343,158 — — — —

2/2/2022 83,594 (11) 1,415,246 — — — —

5/11/2022 56,992 (12) 964,875 — — — —

Rebecca Morrow 9/10/2019 68,750 (15) 615,313 — — — —

1/30/2023 765,678 (13) 12,962,929 — — — —

1 unchanged sentence

11/29/2023 74,969 (15) 1,269,225 — — — —

Jerry Hunter 12/29/2017 — — 700,000 — 14.72 12/29/2027

2/3/2021 158,672 (3) 2,686,317 — — — —

Michael O’Sullivan 5/16/2019 93,750 (10) 839,063 — — — —

2/2/2022 167,188 (11) 2,830,493 — — — —

2 unchanged sentences

1/30/2023 2,294,297 (18) 38,842,449 — — — —

Jeremi Gorman — — — — — — —

(1) Each of our named executive officers, other than Mr.

3 unchanged sentences

(2) The market value is based on the closing price of our Class A common stock on December 31, 2023 , which was $16.93.

(3) The service-based condition for these RSUs is satisfied in 48 equal monthly installments after each month of continuous service from February 15, 2019.

(4) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from June 15, 2019.

(5) The service-based condition will be satisfied, and the forfeiture condition will lapse for this RSA as follows (in each case subject to continued service through each date):

18.2% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2021;

and 81.8% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2022.

(3) The service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/4th of the shares underlying this RSA on March 15, 2024, subject to continuous service by the executive officer through such date.

Thereafter, the service-based condition will be satisfied, and the forfeiture condition will lapse as to 1/4th of the shares underlying this RSA after each quarter of continuous service by such executive officer from March 15, 2024.

(4) The service-based condition of these RSUs is satisfied as follows (in each case subject to continued service through each vesting d ate):

10,450 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 114,942 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024.

(5) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

2 unchanged sentences

(6) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

41,576 of these RSUs shall vest in equal quarterly installments during the 12-month period following December 15, 2023;

and 36,254 of these RSUs shall vest in equal quarterly installments during the 12-month period following December 15, 2024.

218,922 of these RSUs in equal quarterly installments during the 24-month period following December 15, 2023 (109,461 shares underlying the original grant on January 30, 2023 already vested as of December 31, 2023 );

450,869 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 711,495 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2025.

(7) The service-based condition will be satisfied, and the forfeiture condition will lapse, for this RSA in equal quarterly installments after each quarter of continuous service during the 6-month period following October 15, 2023 (15,333 shares underlying the original grant on May 13, 2020 already vested as of December 31, 2023).

(8) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

5,528 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 27,491 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024.

(9) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 12-month period following November 15, 2025.

(10) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 30-month period following November 15, 2023 (4,453 shares underlying the original grant on May 10, 2023 already vested as of December 31, 2023).

(11) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 12-month period following December 15, 2024.

(10) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from May 15, 2019.

(11) The service-based condition will be satisfied, and the forfeiture condition will lapse for this RSA as follows (in each case subject to continued service through each date):

27.2% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2020;

36.4% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2021;

and 36.4% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2022.

(12) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 12-month period following/from December 15, 2024.

(12) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

1 unchanged sentence

and 26,367 of these RSUs in equal quarterly installments during the 12 ‑ month period following December 15, 2024.

(14) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 39-month period following September 15, 2022.

(15) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from October 15, 2019.

(16) The service-based condition will be satisfied, and the forfeiture condition will lapse, as to 1/16th of the shares underlying this RSA after each quarter of continuous service from April 15, 2020.

(17) The service-based condition will be satisfied, and the forfeiture condition will lapse for this RSA as follows (in each case subject to continued service through each date):

25% of the RSAs on March 15, 2024;

25% of the RSAs on June 15, 2024;

25% of the RSAs on September 15, 2024;

and 25% of the RSAs on December 15, 2024.

(13) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

1 unchanged sentence

and 437,843 of these RSUs in equal quarterly installments during the 12 ‑ month period following December 15, 2025.

(19) The service-based condition will be satisfied, and the forfeiture condition will lapse for this RSA as follows (in each case subject to continued service through each date):

33.3% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2021;

and 66.7% of the RSAs in equal quarterly installments during the 12-month period following November 15, 2022.

(14) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 39-month period following November 15, 2023 (468,020 shares underlying the original grant on July 25, 2023 already vested as of December 31, 2023).

(15) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 12-month period following November 15, 2023.

(16) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

1 unchanged sentence

and 52,733 of these RSUs in equal quarterly installments during the 12 ‑ month period following December 15, 2024.

(17) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 24-month period following December 15, 2023 (688,345 shares underlying the original grant on August 31, 2022 already vested as of December 31, 2023).

(18) The service-based condition for these RSUs is satisfied as follows (in each case subject to continued service through each vesting date):

761,847 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 1,532,450 of these RSUs in equal quarterly installments during the 12 ‑ month period following December 15, 2025.

Option Exercises and Stock Vested

3 unchanged sentences

Vesting (#) Value Realized

on Vesting ($) (1)

Evan Spiegel — $ —

Derek Andersen 601,139 6,556,176

Jerry Hunter 791,376 16,111,423

Rebecca Morrow 93,849 1,013,618

Michael O’Sullivan 358,168 3,693,504

Jeremi Gorman 799,990 16,791,290

468,020 5,092,058

Jerry Hunter 1,251,543 13,966,087

(1) The value realized is based on the closing price of our Class A common stock on the vesting date.

18 unchanged sentences

Spiegel and Murphy, and certain of their respective affiliates requiring them, among other things, to convert shares of Class B common stock and Class C common stock into Class A common stock under certain circumstances.

The Future Stock Split will be not be declared and paid until the later of (i) June 30, 2023 and (ii) the first business day following the date on which the average of the volume weighted average price per share of Class A common stock

equals or exceeds $40 per share for 65 consecutive trading days.

The Future Stock Split will be not be declared and paid until the first business day following the date on which the average of the volume weighted average price (the “ VWAP ” ) per share of Class A common stock equals or exceeds $40 per share for 65 consecutive trading days.

If this does not occur by July 21, 2032, the Future Stock Split will not be declared and paid, and the Co-Founder Agreements will terminate.

In connection with a proposed settlement of a class-action lawsuit, we agreed in June 2023, as amended in December 2023, to modify the conditions for the Future Stock Split, subject to various conditions, including judicial approval of the settlement.

If approved, the Future Stock Split will not be declared and paid until the first business day following the date on which (i) the VWAP per share of Class A common stock equals or exceeds $40 per share for 90 consecutive trading days (the “90-Day VWAP”) and (ii) the ratio of the 90-Day VWAP to $8.70 equals or exceeds the ratio of the average closing price of the S&P 500 Total Return index for the same 90 trading days for which the 90-Day VWAP was calculated to 8,862.85.

The original ten year time period to trigger the Future Stock Split would remain unchanged.

Derek Andersen

1 unchanged sentence

Andersen’s annual base salary as of December 31, 2023 was $1,000,000.

Jeremi Gorman

In October 2018, we entered into an offer letter agreement with Jeremi Gorman, our former Chief Business Officer, with respect to her employment with us.

In August 2022, we entered into a transition agreement with Ms.

Under the transition agreement, following the execution of a standard release, Ms.

Gorman's outstanding equity awards that were scheduled to vest pursuant to a monthly schedule through December 31, 2022, and salary had she remained our Chief Business Officer through December 31, 2022, were each accelerated.

In October 2020, we entered into an amended and restated offer letter agreement with Jerry Hunter, our Chief Operating Officer, with respect to his continuing employment with us.

Hunter’s annual base salary as of December 31, 2022 was $500,000.

Rebecca Morrow

4 unchanged sentences

O’Sullivan’s annual base salary as of December 31, 2023 was $1,000,000.

In June 2023, we entered into an offer letter agreement with Eric Young, our Senior Vice President of Engineering, with respect to his employment with us.

Young's annual base salary as of December 31, 2023 was $1,000,000.

Young's offer letter agreement included a $500,000 sign-on bonus paid in four quarterly installments from June 2023, of which $375,000 had been paid as of December 31, 2023.

In October 2020, we entered into an amended and restated offer letter agreement with Jerry Hunter, our Chief Operating Officer, with respect to his continuing employment with us.

Hunter’s annual base salary as of December 31, 2023 was $1,000,000.

In October 2023, Mr.

Hunter notified us of his intent to retire on July 1, 2024.

Hunter's duties and responsibilities were transitioned by October 31, 2023.

Potential Payments upon Termination, Change in Control, or Death

Currently, no named executive officer is entitled to any payments upon a termination of employment or a resignation, in each case, following a change of control of our company;

provided, however, that unpaid portions of Mr.

Young's sign-on bonus will be paid unless Mr.

Young resigns his employment .

No named executive officer is also entitled to any payments following a resignation for good reason, other than Mr.

4 unchanged sentences

of Stock Awards (1)

Remaining Sign-on Bonus

Evan Spiegel $ — $ — $ —

Derek Andersen 28,504,669 — 28,504,669

Jerry Hunter 24,994,996

Rebecca Morrow 2,092,159 — 2,092,159

Michael O’Sullivan 16,686,208 — 16,686,208

Jeremi Gorman —

56,734,309 125,000 56,859,309

Jerry Hunter 64,934,863 — 64,934,863

(1) The amount reported reflects the aggregate value, based on the closing price of our Class A common stock of $16.93 on December 31, 2023, of the unvested equity awards that would be accelerated.

5 unchanged sentences

401(k) Plan and Similar Plans

We maintain a safe harbor 401(k) plan that provides eligible U.S.

We maintain a 401(k) plan that provides eligible U.S.

employees with an opportunity to save for retirement on a tax advantaged basis.

14 unchanged sentences

Authorized Shares.

The maximum number of shares of our Class A common stock that may be issued under our 2017 Plan as of December 31, 2022 is 157,768,323.

The number of shares of our Class A common stock reserved for issuance under our 2017 Plan will automatically increase on January 1st of each calendar year, starting on January 1, 2018

through January 1, 2027, in an amount equal to 5.0% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.

The maximum number of shares of our Class A common stock available for future issuance under our 2017 Plan as of December 31, 2023 is 120,389,053.

The number of shares of our Class A common stock reserved for issuance under our 2017 Plan will automatically increase on January 1st of each calendar year, starting on

January 1, 2018 through January 1, 2027, in an amount equal to 5.0% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors.

The maximum number of shares of our Class A common stock that may be issued on the exercise of incentive stock options under our 2017 Plan is three times the share reserve under the 2017 Plan.

113 unchanged sentences

• an annual retainer of $25,000 for chairing the audit committee, $20,000 for chairing the compensation committee, and $10,000 for chairing the nominating and corporate governance committee, each paid in cash;

• an annual grant of equity with a fair market value as of the date of grant of $250,000, comprised of 50% in RSUs vesting after one year, and 50% in stock options vesting after one year.

• an annual grant of equity with a fair market value as of the date of grant of $250,000, comprised of RSUs vesting after one year.

All annual cash retainers will be paid quarterly in arrears.

1 unchanged sentence

The annual grants of equity described above are subject to pro-rata acceleration on a director’s discontinued service on our board of directors and automatic full acceleration in the event of a change in control, as defined in the 2017 Plan.

Non-employee directors also have the option to elect to defer the settlement of their equity awards until the termination of their service on the Board.

Non-employee directors are also encouraged to accumulate stock ownership equal in value to five times the annual retainer for board of director membership within the later of five years from the effective date of the non-employee director compensation policy or each non-employee director’s initial election to serve on the board of directors.

5 unchanged sentences

In 2023, we paid fees and made equity awards to our non-employee directors.

We granted each non-employee director (a) RSUs for 9,114 shares of Class A common stock under our 2017 Plan and (b) options to purchase 14,864 shares of Class A common stock under our 2017 Plan.

The service-based vesting condition will be fully satisfied for the RSUs and options on July 20, 2023.

If a director’s service ceases before July 20, 2023, vesting of the RSUs and options will be accelerated pro rata, based on the number of months of service provided by such director.

In addition, in the event of a change in control, the service-based vesting condition of the RSUs and options will be deemed satisfied for 100% of the RSUs and options that have not yet satisfied the service-based vesting condition, immediately before the closing of such change in control.

We granted each non-employee director serving as of July 24, 2023 RSUs for 23,401 shares of Class A common stock under our 2017 Plan, for which the service-based vesting condition will be fully satisfied for the RSUs on July 24, 2024.

Spence, who joined the board in September 2023, was granted RSUs for 22,718 shares of Class A common stock under our 2017 Plan, for which the service-based vesting condition will be fully satisfied on July 25, 2024.

If a director’s service ceases before such director's applicable service-based vesting date, vesting of the RSUs will be accelerated pro rata, based on the number of months of service provided by such director.

In addition, in the event of a change in control, the service-based vesting condition of the

RSUs will be deemed satisfied for 100% of the RSUs that have not yet satisfied the service-based vesting condition, immediately before the closing of such change in control.

Murphy did not receive compensation for his service as a director.

1 unchanged sentence

Paid in Cash Stock

Awards(1)(5) Option

Awards(1)(5) Total

Awards (1)(6)

Michael Lynton $ 170,000 $ 292,747 $ 462,747

3 unchanged sentences

Stanley Meresman (2)

Miller(2) 157,500 141,358 125,006 423,864

42,391 — 42,391

135,000 292,747 427,747

Robert Murphy (4)

801,334 — 801,334

Patrick Spence (5)

22,215 215,594 237,809

Poppy Thorpe (3)

135,000 292,747 427,747

Fidel Vargas (3)

135,000 292,747 427,747

(1) Amounts reported represent the aggregate grant date fair value of RSUs and stock options granted during 2023 under our 2017 Plan without regard to forfeitures, calculated in accordance with ASC Topic 718.

1 unchanged sentence

For a discussion of the valuation of the equity awards, including the assumptions used, see Notes 1 and 4 of the notes to our consolidated financial statements.

Meresman's board term expired on July 24, 2023.

(3) Amount reported includes a $5,000 per month retainer for services on a special committee.

2 unchanged sentences

Murphy, (c) $6 for life insurance premiums paid by us on behalf of Mr.

Murphy, and (d) $175,247 in incremental costs for personal flights not reimbursed by Mr.

(4) Amount reported includes $3,871 retainer for services on a special committee.

Murphy, (d) $37,325 of imputed income relating to incremental costs of family or guests accompanying Mr.

Murphy on business flights that Mr.

Murphy cannot reimburse under the Federal Aviation Regulations, and (e) $206,792 in incremental costs for personal flights not reimbursed by Mr.

Spence joined the board of directors on September 14, 2023.

(6) As of December 31, 2023, the aggregate number of shares underlying stock awards and option awards outstanding for each of our non-employee directors was:

5 unchanged sentences

Liz Jenkins 23,401 21,896

Stanley Meresman 9,114 65,553

Miller 23,401 65,553

Patrick Spence

Poppy Thorpe 23,401 63,553

9 unchanged sentences

As disclosed in the Summary Compensation Table, for the year ended December 31, 2023, the annual total compensation of our Chief Executive Officer was $3,339,731.

The annual total compensation of our median employee,

excluding our Chief Executive Officer, for the same period, using the same methodology used to calculate our Chief Executive Officer’s annual total compensation, was $219,330.

The annual total compensation of our median employee, excluding our Chief Executive Officer, for the same period, using the same methodology used to calculate our Chief Executive Officer’s annual total compensation, was $346,462.

The ratio of these amount s is approximately 9.6 to 1.

28 unchanged sentences

Evan Spiegel (1)

39,663,540 2.9 % 5,862,410 26.0 % 123,683,019 53.4 % 53.1 %

Robert Murphy (2)

72,541,934 5.2 5,862,410 26.0 107,943,924 46.6 46.4

Derek Andersen (3)

Jerry Hunter(4) 2,263,072 * — * — * *

643,858 * — * — * *

Rebecca Morrow (4)

208,733 * — * — * *

Michael O’Sullivan (5)

Jeremi Gorman 1,343,344 * — * — * *

553,501 * — * — * *

Eric Young (6)

506,357 * — * — * *

Jerry Hunter (7)

2,111,070 * — * — * *

Michael Lynton (8)

875,888 * — * — * *

Kelly Coffey (9)

50,260 * — * — * *

Joanna Coles (10)

92,594 * — * — * *

Liz Jenkins (11)

Stanley Meresman(11) 77,634 * — * — * *

Miller(12) 141,978 * — * — * *

34,710 * — * — * *

165,956 * — * — * *

Patrick Spence

— * — * — * *

Poppy Thorpe (13)

86,416 * — * — * *

Fidel Vargas (14)

30,167 * — * — * *

Stanley Meresman

10,172 * — * — * *

All directors and executive officers as a group (14 persons) (15)

115,453,914 8.3 11,724,820 52.0 231,626,943 100.0 99.5

5% Stockholders:

FMR LLC(16) 143,828,052 10.9 — * — * *

Rowe Price Associates, Inc.(17) 122,086,490 9.2 — * — * *

147,283,704 10.6 — * — * *

Entities affiliated with Tencent Holdings Limited (17)

232,655,030 16.7 10,344,970 45.9 — * *

The Vanguard Group (18)

89,625,880 6.4 — * — * *

* Represents beneficial ownership of less than 1%.

3 unchanged sentences

Murphy is trustee and holds voting power.

(3) Includes (a) 490,389 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2022 and (b) RSUs for 1,266 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2022.

(4) Includes (a) 718,757 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2022, (b) 700,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022, and (c) 844,315 shares held in trust for which Mr.

Hunter is trustee and holds dispositive power.

(3) Includes 99,170 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2023.

(4) Includes (a) 21,963 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2023, and (b) 3,321 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2023.

(5) Includes (a) 79,336 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2023, (b) 473,845 shares of Class A common stock held in trust for which Mr.

O’Sullivan is trustee and holds dispositive power, and (c) 160 shares of Class A common stock held by members of Mr.

O’Sullivan retains investment power, and (c) 160 shares of Class A common stock held by members of Mr.

O’Sullivan’s immediate family for which Mr.

O’Sullivan disclaims beneficial ownership except as to indirect pecuniary interest, if any.

(6) Includes RSUs for 252,752 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2023.

(7) Includes (a) 158,672 shares of Class A common stock that are unvested and subject to forfeiture as of December 31, 2023, (b) 700,000 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023, and (c) 1,252,398 shares held in trust for which Mr.

Hunter is trustee and holds dispositive power.

(8) Includes (a) 720,927 shares of Class A common stock held in trust for which Mr.

6 unchanged sentences

(14) Includes 18,908 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

(14) Includes 4,044 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2022.

(15) Consists of (a) 114,864,929 shares of Class A common stock (of which 200,469 shares are unvested and subject to forfeiture as of December 31, 2023), 11,724,820 shares of Class B common stock, and 231,626,943 shares of Class C common stock held by our current directors and executive officers or for which they serve as trustees, (b) RSUs for 256,073 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2023, and (c) 332,912 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

Does not include shares held by Ms.

Gorman, as she was not an executive officer as of December 31, 2022.

(16) Based on information reported by FMR LLC on Schedule 13G filed with the SEC on October 11, 2022.

Does not include shares held by Mr.

Hunter, as he was not an executive officer as of December 31, 2023, or Mr.

Meresman, as he was not a director as of December 31, 2023.

(16) Based on information reported by FMR LLC on Schedule 13G/A filed with the SEC on February 9, 2023.

FMR LLC reported as a parent holding company that certain of its subsidiaries have sole dispositive power with respect to 147,283,704 shares of Class A common stock and sole voting power with respect to 138,445,270 shares of Class A common stock.

1 unchanged sentence

FMR LLC listed its address as 245 Summer Street, Boston, Massachusetts 02210.

(17) Based on information reported by T.

Rowe Price Associates, Inc.

on Schedule 13G/A filed with the SEC on February 14, 2022.

Rowe Price Associates, Inc.

reported that it has sole dispositive power with respect to 122,086,490 shares of Class A common stock and sole voting power with respect to 50,755,018 shares of Class A common stock.

Rowe Price Associates, Inc.

listed its address as 100 E.

Pratt Street, Baltimore, Maryland 21202.

(17) Tencent Holdings Limited reported in its 2021 Interim Report that, as of June 30, 2021, it was interested in approximately 243 million shares of Snap Inc., and has not provided any update in subsequent reports.

3 unchanged sentences

Box 2681, Grand Cayman KY1-1111 Cayman Islands.

(18) Based on information reported by The Vanguard Group on Schedule 13G filed with the SEC on February 9, 2023.

The Vanguard Group reported that it has sole voting power with respect to 0 shares of Class A common stock, sole dispositive power with respect to 88,507,986 shares of Class A common stock, and shared dispositive power with respect to 1,117,894 shares of Class A common stock.

The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

Securities Authorized for Issuance under Equity Incentive Plans

6 unchanged sentences

and Rights (1)

(a) Weighted-Average

Weighted-Average

Exercise Price of

(b) Number of

Available for

Equity compensation plans approved by security holders (3)

157,962,988 $ 14.90 120,389,053

Equity compensation plans not approved by security holders — — —

19 unchanged sentences

Murphy, and certain of their respective affiliates, as applicable, which include:

(i) employment agreements pursuant to which each individual will continue to serve in their respective roles at Snap for an initial five-year term ending on January 1, 2027, subject to automatic renewals for successive five year periods unless earlier terminated as provided in their respective employment agreements, (ii) the Future Stock Split, which shall not be declared and paid until the later of (x) June 30, 2023 and (y) the first business day following the date on which the average of the volume weighted average price per share of Class A common stock equals or exceeds $40 per share for 65 consecutive trading days by July 21, 2032, and (iii) the Co-Founder Agreements, which include (a) the requirement under certain circumstances to convert an equal number of shares of Class B common stock or Class C common stock into Class A common stock in connection with sales by such individual of shares of Class A

common stock received in the special dividend, (b) conversion of such individual’s remaining shares of Class C common stock into Class B common stock at such time as such Class C common stock represents in the aggregate less than 60% of such individual’s Base Class C Common Stock (as such term is defined in our certification of incorporation), and (c) in the event of any sale or liquidation of Snap Inc.

(i) employment agreements pursuant to which each individual will continue to serve in their respective roles at Snap for an initial five-year term ending on January 1, 2027, subject to automatic renewals for successive five year periods unless earlier terminated as provided in their respective employment agreements, (ii) the Future Stock Split, which shall not be declared and paid until the first business day following the date on which the average of the volume weighted average price per share of Class A common stock equals or exceeds $40 per share for 65 consecutive trading days by July 21, 2032 (subject to revised terms pursuant to a potential settlement, as described above in “Employment, Severance, and Change in Control Agreements” ), and (iii) the Co-Founder Agreements, which include (a) the requirement under certain circumstances to convert an equal number of shares of Class B common stock or Class C

common stock into Class A common stock in connection with sales by such individual of shares of Class A common stock received in the special dividend, (b) conversion of such individual’s remaining shares of Class C common stock into Class B common stock at such time as such Class C common stock represents in the aggregate less than 60% of such individual’s Base Class C Common Stock (as such term is defined in our certification of incorporation), and (c) in the event of any sale or liquidation of Snap Inc.

following the special dividend, shares of Class A common stock, Class B common stock, and Class C common stock are to be treated identically, equally, and ratably, on a per share basis, with respect to any consideration received.

2 unchanged sentences

Spiegel’s father, John Spiegel, is a partner at Munger and has provided legal services to us.

For the year ended December 31, 2022, total services provided by Munger were $5,921,891.

For the year ended December 31, 2023, total services provided by Munger were approximately $12.2 million.

Our general counsel, Michael O’Sullivan, is a former attorney at Munger.

2 unchanged sentences

Spiegel’s stepmother, Debra Wong Yang, is a partner at Gibson and has provided legal services to us.

For the year ended December 31, 2022, total services provided by Gibson were $354,413.

For the year ended December 31, 2023, total services provided by Gibson were approximately $2.9 million.

Entities Affiliated with FMR LLC

In the ordinary course of business, FMR LLC and its affiliates, who hold 5% or more of our Class A common stock at December 31, 2022, purchased $2,653,243 of our advertising products for the year ended December 31, 2022.

In the ordinary course of business, FMR LLC and its affiliates, who hold 5% or more of our Class A common stock at December 31, 2023, purchased approximately $4.7 million of our advertising products for the year ended December 31, 2023.

In addition, we use affiliates of FMR LLC for certain services related to our 401(k) plan.

For the year ended December 31, 2022 total services provided by affiliates of FMR LLC were $539,356.

For the year ended December 31, 2023 total services provided by affiliates of FMR LLC were approximately $0.3 million.

Entities Affiliated with Tencent

In the ordinary course of business, Tencent Holdings Limited and its affiliates, who hold 5% or more of our Class B common stock at December 31, 2022, purchased $7,448,405 of our advertising products for the year ended December 31, 2022.

In the ordinary course of business, Tencent Holdings Limited and its affiliates (other than affiliates in which we do not believe Tencent Holdings Limited holds or held a material interest), who hold 5% or more of our Class B common stock at December 31, 2023, purchased approximately $9.6 million of our advertising products for the year ended December 31, 2023.

Aviation Matters

24 unchanged sentences

The lease has a one-year term, which is automatically extended for successive one-year periods unless terminated by either party.

entity may terminate the lease at any time on one year’s prior written notice.

Murphy’s entity may terminate the lease at any time on one year’s prior written notice.

The audit and compensation committees of our board of directors approved this lease based on our overall security program for Mr.

8 unchanged sentences

Hangar Leases

In June 2018, we entered into a sublease of approximately 10,000 square feet of a hangar from an entity that is controlled by Mr.

Under the terms of this sublease, Mr.

Spiegel’s entity leased the space to us for no charge.

We covered the maintenance and insurance costs associated with the space.

This lease was terminated in May 2022.

In anticipation of the termination of the prior hangar lease, Mr.

Spiegel’s entity previously entered into a ground lease for a site on which it was required to build a new hangar.

In November 2020, we and Mr.

1 unchanged sentence

Spiegel and Mr.

Construction of the new hangar was completed in 2022.

Construction of this hangar was completed in 2022.

Spiegel’s entity is solely responsible for the ground lease rental payments, certain airport fees, and taxes.

14 unchanged sentences

In 2023, John Hunter’s base salary and discretionary bonus was $146,688, which along with other benefits he received, were commensurate with similar roles at Snap Inc.

In addition, in 2022 he received 2,015 restricted stock units subject to vesting over thirty-six months, commensurate with similar roles at Snap Inc.

In addition, in 2023 he received 3,929 restricted stock units, subject to vesting in various periods from 2023 through 2025, in each case commensurate with similar roles at Snap Inc.

John Hunter is not part of Mr.

5 unchanged sentences

Policies and Procedures for Transactions with Related Persons

In July 2016, we entered into a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our board of directors or our audit committee.

Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $50,000 and such

person would have a direct or indirect interest, must be presented to our board of directors or our audit committee for review, consideration, and approval.

In approving or rejecting any such proposal, our board of directors or our audit committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

There were no 2022 transactions where our policy was not followed.

In May 2023, we entered into a revised policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our board of directors, our audit committee, or any other independent board committee, as appropriate.

have a direct or indirect interest, must be presented to our board of directors, audit committee, or, as appropriate, an independent committee for review, consideration, and approval.

In approving or rejecting any such proposal, the relevant approver is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Finally, as part of the revised policy the board reviewed and pre-approved certain categories of related party transactions.

There were no 2023 transactions where the applicable policy was not followed.

Director Independence

1 unchanged sentence

Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Ms.

Meresman, Mr.

Meresman (through July 2023), Mr.

Thorpe, and Mr.

6 unchanged sentences

Audit Fees (1)

$ 8,339 $ 8,766

Audit-Related Fees

Tax Fees(3) 1,399 2,287

All Other Fees (3)

1 unchanged sentence

(1) Audit fees consist of the fees for professional services rendered for the audit of our financial statements, audit of our internal control over financial reporting, review of our quarterly financial statements, filing of our registration statements, accounting consultations, and audits provided in connection with statutory filings.

(2) Audit-related fees consist of fees for professional services rendered in connection with an internal controls review of an implementation of a new enterprise financial planning and reporting system.

(2) Tax fees consist of the fees for professional services rendered in connection with tax compliance, tax advisory, and tax planning.

9 unchanged sentences

All of the services of Ernst & Young LLP for 2023 and 2022 described above were in accordance with the audit committee pre-approval policy.

Exhibits, Financial Statement Schedules.

Exhibit and Financial Statement Schedules.

We have filed the following documents as part of this Annual Report on Form 10-K:

76 unchanged sentences

2017 Equity Incentive Plan

10-K 001-38017 10.9 February 3, 2022

001-38017 10.1

October 24, 2023

10.10+ Forms of restricted stock award grant notice and award agreement under the Snap Inc.

25 unchanged sentences

10-K 001-38017 10.16 February 4, 2021

10.19+ Transition Agreement, by and between Snap Inc.

and Jeremi Gorman, dated August 30, 2022

8-K 001-38017 10.1 August 31, 2022

Offer Letter, by and between Snap Inc.

4 unchanged sentences

10-Q 001-38017 10.1 October 23, 2019

O ffer L et t er , by and between S nap Inc.

and Eri ck Youn g, dated Ap ril 14, 2023

10.22+ Snap Inc.

202 3 Bonus Program

10-K 001-38017 10.22 February 3, 2022

10.23 Notice of Prepayment and Termination of Commitments, dated May 5, 2022

10-Q 001-38017 10.1 July 21, 2022

001-38017 10.1

April 27, 2023

Revolving Credit Agreement by and among Snap Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, dated May 6, 2022

10-Q 001-38017 10.2 July 21, 2022

10.25 Snap Inc.

Non-Employee Director Compensation Policy

10-K 001-38017 10.28 February 22, 2018

001-38017 10.3

July 25, 2023

Form of Time Share Agreement

10-Q 001-38017 10.3 October 26, 2018

Incentive Compensation Recoupment Policy

2024 Bonus Program

21.1 List of Subsidiaries

January 31, 2023

23.1 Consent of Ernst & Young, LLP, independent registered public accounting firm

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS Inline XBRL Instance Document.

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Definition Linkbase Document.

Incorporated by Reference

1 unchanged sentence

Number Exhibit Filing Date

101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

January 31, 2023

February 6, 2024

/s/ Derek Andersen

2 unchanged sentences

(Principal Financial Officer)

January 31, 2023

February 6, 2024

/s/ Rebecca Morrow

4 unchanged sentences

Name Title Date

/s/ Evan Spiegel Chief Executive Officer and Director January 31, 2023

/s/ Evan Spiegel

Chief Executive Officer and Director February 6, 2024

Evan Spiegel (Principal Executive Officer)

/s/ Robert Murphy Director and Chief Technology Officer January 31, 2023

/s/ Robert Murphy

Director and Chief Technology Officer February 6, 2024

Robert Murphy

/s/ Derek Andersen Chief Financial Officer January 31, 2023

/s/ Derek Andersen

Chief Financial Officer February 6, 2024

Derek Andersen (Principal Financial Officer)

/s/ Rebecca Morrow Chief Accounting Officer January 31, 2023

/s/ Rebecca Morrow

Chief Accounting Officer February 6, 2024

Rebecca Morrow (Principal Accounting Officer)

/s/ Kelly Coffey Director January 31, 2023

/s/ Joanna Coles Director January 31, 2023

/s/ Elizabeth Jenkins Director January 31, 2023

/s/ Kelly Coffey

Director February 6, 2024

/s/ Joanna Coles

Director February 6, 2024

/s/ Elizabeth Jenkins

Director February 6, 2024

Elizabeth Jenkins

/s/ Michael Lynton Director January 31, 2023

/s/ Michael Lynton

Director February 6, 2024

Michael Lynton

/s/ Stanley Meresman Director January 31, 2023

Stanley Meresman

Miller Director January 31, 2023

/s/ Poppy Thorpe Director January 31, 2023

/s/ Fidel Vargas Director January 31, 2023

/s/ Patrick Spence

Director February 6, 2024

Patrick Spence

Director February 6, 2024

/s/ Poppy Thorpe

Director February 6, 2024

/s/ Fidel Vargas

Director February 6, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures