What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-05 compared with 2024-02-07 · 229 added, 335 removed, 1079 unchanged (34% of the section changed)

15 unchanged sentences

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:

During the fourth quarter ended December 31, 2024, 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

Name and Position Date Action Rule 10b5-1 * Expiration Date Total Shares of Class A Common Stock to be Sold

Robert Murphy

Co-Founder, Chief Technology Officer, and Director

11/5/2024 Adoption (1)

X 3/10/2026 (2)

Michael O’Sullivan

General Counsel

11/21/2024 Adoption (1)

X 01/30/2026 Up to 288,000

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

(1) Plan adopted in accordance with Rule 10b5-1(c)(1)(ii)(D)(2).

(2) Trading arrangement provides for the sale of up to 5,000,000 shares of Class A Common Stock by Mr.

Murphy, individually and as a trustee of a revocable trust, plus such amount as necessary to attain a value equal to 30% of the gross sale proceeds for additional gifting transactions contemplated by this plan.

2025 Discretionary Bonus Program

2 unchanged sentences

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.

After December 31, 2025, the compensation committee will evaluate the level of achievement of certain company-wide priorities and objectives, and the contributions and efforts of the eligible participants.

Each eligible participant in the 2025 Bonus Program may receive a bonus, as determined by the compensation committee, in an amount up to 50% of such participant’s annual base salary as of December 31, 2025.

All or any portion of an earned bonus may be paid 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.

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

There is no set formula for determining the bonus amount under the 2025 Bonus Program.

2 unchanged sentences

A participant must remain an employee on the payment date under the 2025 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.

The description of the 2025 Bonus Program does not purport to be complete and is qualified in its entirety by reference to the 2025 Bonus Program, a copy of which is filed with this Annual Report on Form 10-K as Exhibit 10.21 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.

51 unchanged sentences

Morrow served as Chief Accounting Officer at GoDaddy Inc., and previously served as Vice President of Finance and Head of Technical Accounting and Reporting from March 2015 to January 2018.

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.

Prior to that,

Morrow holds a B.S.

9 unchanged sentences

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.

Young was previously employed at Alphabet Inc.

from March 2016 to June 2023, serving in a variety of roles, most recently as Vice President of Engineering at Google.

Prior to Google, Mr.

8 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 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 currently serves as a member of the board of directors of Ares Management Corp., Warner Music Group Corp., and Schrodinger, Inc.

Previously, Mr.

Lynton 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.

19 unchanged sentences

Coles has served on our board of directors since December 2015.

Coles has served as Creative and Content Officer at the Daily Beast since April 2024.

Previously, Ms.

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

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.

in June 2021, 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.

She edited Marie Claire magazine from April 2006 to September 2012.

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 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.

She currently serves on the board of directors of Sonos, Inc.

Previously, Ms.

1 unchanged sentence

II, Northern Star Investment Corp.

III, and Northern Star Investment Corp.

III, Northern Star Investment Corp.

IV, and the Fallen Journalist Memorial Fund.

Coles holds a B.A.

4 unchanged sentences

Jenkins has served on our board of directors since 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.

Jenkins has served as Chief Business Officer at NBCUniversal Entertainment and Studios Group since September 2023.

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

3 unchanged sentences

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.

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.

Jim Lanzone .

Lanzone has served on our board of directors since September 2024.

Lanzone has served as the Chief Executive Officer and member of the board of directors of Yahoo Inc.

since September 2021.

Prior to joining Yahoo Inc., Mr.

Lanzone served as Chief Executive Officer of Tinder, a geosocial networking and online dating application, from July 2020 to September 2021, as Executive-in-Residence at venture capital firm Benchmark Capital from January 2020 to July 2020, as Chief Digital Officer of CBS Corporation from January 2016 to December 2019, and as President and Chief Executive Officer of CBS Interactive, a division of CBS Corporation, from March 2011 to December 2019.

From January 2009 to March 2011, he was the founder and Chief Executive Officer of Clicker Media, Inc., an internet video search engine and navigation guide, which was acquired by CBS Corporation in 2011.

Lanzone served on the board of directors of GoPro, Inc., a technology company, from 2018 to 2023, Edmunds.com Inc.

from 2014 to 2020, Supernova Partners Acquisition Company, Inc.

from October 2020 to September 2021, Supernova Partners Acquisition Company II, Ltd.

from March 2021 to March 2022, Supernova Partners Acquisition Company III, Ltd.

from March 2021 to March 2023, and Coliseum Acquisition Corp.

from June 2021 to June 2023.

Lanzone holds a J.D./M.B.A.

from Emory University, and a B.A.

from the University of California, Los Angeles.

We believe that Mr.

Lanzone is qualified to serve as a member of our board of directors due to his extensive leadership experience and working with digital and technology advertising companies .

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

14 unchanged sentences

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.

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

from January 2017 to January 2025.

Prior to joining Sonos, Mr.

6 unchanged sentences

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

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

Thorpe is the CEO of a marketing and strategy consultancy.

Previously, Ms.

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

Thorpe 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.

5 unchanged sentences

Vargas has served on our board of directors since July 2021.

Vargas has served as Chief Executive Officer of the Hispanic Scholarship Fund since January 2013.

Prior to joining the Hispanic Scholarship Fund, Mr.

Vargas has served as Chief Executive Officer of HSF since January 2013.

Prior to joining HSF, Mr.

Vargas worked as a Partner at Centinela Capital Partners from June 2006 to December 2012, and from 1992 to 1997, Mr.

Vargas served as Mayor for the City of Baldwin Park, California.

Vargas serves on the President’s Commission on White House Fellowships.

Vargas has served on Presidential Commissions for Presidents Clinton, Bush, Obama, and Biden.

Vargas holds an M.B.A.

12 unchanged sentences

Our board of directors may establish the authorized number of directors from time to time by resolution.

Our board of directors currently consists of ten members.

Our board of directors currently consists of eleven members.

No stockholder has any special rights regarding the election or designation of members of our board of directors.

7 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 six meetings during 2023.

Our board of directors held five meetings during 2024.

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 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).

In 2024, ten members of our board of directors attended our annual meeting of stockholders (at the time of the 2024 annual meeting of stockholders, our board of directors consisted of ten members).

Executive Sessions of Independent Directors

14 unchanged sentences

Miller, and Ms.

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.

Thorpe satisfies 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.

3 unchanged sentences

No member of the audit committee simultaneously serves on the audit committees of more than three public companies.

During 2023, the audit committee met six time s.

During 2024, the audit committee met seven time s.

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

7 unchanged sentences

• reviewing cybersecurity and data privacy risks;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

5 unchanged sentences

The chair of our compensation committee is Mr.

During 2023, the compensation committee met four times.

During 2024, the compensation committee met five times.

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

3 unchanged sentences

• reviewing and recommending to our board of directors the compensation paid to our directors;

• reviewing and approving the compensation arrangements with our executive officers and other senior management;

• administering our equity incentive plans and other benefit programs;

10 unchanged sentences

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

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

During 2024, the nominating and corporate governance committee met three 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.

14 unchanged sentences

The full text of our corporate governance guidelines is also available on our website at www.snap.com .

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by directors, officers, and employees that is designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards, as well as procedures designed to further the foregoing purposes.

In addition, it is our intent to comply with applicable laws and regulations relating to trading in our securities.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Procedures by Which Stockholders May Nominate Directors

9 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 Chairperson (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.

17 unchanged sentences

• 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.

20 unchanged sentences

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

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.

In 2024, the compensation committee retained Semler Brossy Consulting Group, or Semler Brossy, a national compensation consulting firm, as its independent compensation consultant.

Semler Brossy reports directly to the compensation committee.

11 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 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 compensation committee used the peer group listed below to determine pay levels for 2024.

The peer group was based on a detailed review by FW Cook, the compensation committee’s previous consultants, conducted in 2023, considering appropriateness of the then-existing peer companies and potential additions based on similarity in market capitalization, revenue, and industry.

Following the review, the compensation committee approved removing Intuit and ServiceNow from the peer group due to a scale misalignment and replacing them with DoorDash and Roblox as they are relevant from a size and scope perspective.

X (formerly Twitter) was removed as it was no longer a comparable public company.

The peer group that the compensation committee considered to determine pay levels for 2024 consisted of the following companies:

Activision Blizzard Match Group Twilio

Autodesk Pinterest X (formerly Twitter)

Block (formerly Square) Roku Uber

DocuSign ServiceNow Workday

Etsy Shopify Zillow Group

Intuit Spotify Zoom Video

Autodesk Pinterest Uber

Block (formerly Square) Roblox

DocuSign Roku

Shopify Zoom Video

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.

10 unchanged sentences

The table below sets forth information regarding the year-end base salary amounts for 2024 for our named executive officers.

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.

Morrow is the only named executive officer that participates in the Company’s annual merit program for the adjustment of base salaries.

Effective April 1, 2024, Ms.

Morrow’s base salary increased from $500,000 to $515,000.

All other base salaries for our named executive officers remained unchanged from 2023 to 2024.

Name 2024 Base Salary

3 unchanged sentences

Michael O’Sullivan 1,000,000

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

16 unchanged sentences

Annual Incentive Compensation

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.

In February 2024, our board of directors approved the 2024 Bonus Program, which provided our named executive officers, with the exception of Ms.

Morrow, 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, 2024 through December 31, 2024.

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

The Corporate OKRs are approved by the compensation committee.

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 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 Corporate OKRs are recommended by the Chief Executive Officer, and reviewed and approved by the compensation committee.

The Corporate OKRs were based on growing our community and engagement, growing revenue and earnings, and leading in augmented reality.

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

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 our community and engagement, growing revenue and earnings, and leading in augmented reality.

In January 2025, the compensation committee reviewed 2024 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.

In 2023, the amount paid to Ms.

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.

Morrow was eligible to earn equity awards, in the form of RSUs, under our discretionary equity program.

Under this program, equity awards are granted at the Company’s discretion following a review of one’s performance in a given quarter.

These equity awards generally vest in equal quarterly installments within a 12-month period.

Morrow was granted equity awards with a grant date fair value of $223,304 under this program.

Other Benefits

1 unchanged sentence

In 2024, 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 participated in our 401(k) plan.

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

Spiegel, 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.

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

We generally do not provide our executive officers with additional retirement benefits, pensions, perquisites, or other personal benefits, except as further described in the section titled “—Summary Compensation Table.” In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective, and for recruitment, motivation, or retention purposes.

Our executive officers, including our named executive officers, also receive access to an on-call medical service paid for by us and the ability to use certain of our office spaces and other facilities for personal matters, subject to availability.

O’Sullivan participated in such on-call medical services in 2024, and we paid applicable tax gross ups related to such services.

We generally do not provide our executive officers with additional retirement benefits, pensions, perquisites, or other personal benefits, except as further described herein, including in the section titled “—Summary Compensation Table.” In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective, and for recruitment, motivation, or retention purposes.

All future practices with respect to perquisites or other personal benefits for executives will be subject to review and approval by the compensation committee.

6 unchanged sentences

Change of Control Benefits

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.

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

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

1 unchanged sentence

Deductibility of Executive Compensation

Compensation paid to each of our “covered employees” under Section 162(m) of the Code that exceeds $1 million per taxable year is generally non-deductible.

Compensation paid to each of our “covered employees” under Section 162(m) of the Internal Revenue Code that exceeds $1 million per taxable year is generally non-deductible.

Although our compensation committee will continue to consider tax implications as one factor in determining executive compensation, it also considers other factors in making its decisions and retains the flexibility to provide compensation to our executive officers in a manner that can best promote our corporate objectives.

16 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.

In addition, in November 2023, we adopted the Snap Inc.

Incentive Compensation Recoupment Policy to comply with listing standards adopted by the NYSE that implemented the 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.

28 unchanged sentences

2023 480,269 215,800 679,890 — 13,721 1,389,680

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

Michael O ’ Sullivan

2024 1,000,000 — 9,999,871 —

24,947 (5) 11,024,818

General Counsel 2023 855,769 — 8,491,369 — 24,347 9,371,485

1 unchanged sentence

Eric Young (6)

2024 1,000,000 125,000 (7) 5,196,068 — 14,340 (8) 6,335,408

Senior Vice President

1 unchanged sentence

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) $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.

Spiegel cannot reimburse under the Federal Aviation Regulations, and (c) $499,848 in incremental costs for personal flights not reimbursed by Mr.

(3) Amount reported includes (a) $13,800 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.

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

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

(4) Amount reported includes (a) $13,800 in 401(k) plan matching contributions by us, and (b) life insurance premiums paid by us on behalf of Ms.

6 unchanged sentences

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.

(7) Represents amounts paid as part of Mr.

Young’s sign-on bonus of $500,000.

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

(8) Amount reported includes (a) $13,800 in 401(k) plan matching contributions by us, and (b) life insurance premiums paid by us on behalf of Mr.

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

Grants of Plan-Based Awards in Fiscal 2024

2 unchanged sentences

Name Grant Date All Other Stock

of Shares of Stock

of Shares of Stock or Units (1)

Grant Date Fair

8 unchanged sentences

2/5/2024 310,213 5,196,068

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.

6 unchanged sentences

All awards are for Class A common stock and were granted under our 2017 Plan.

Stock Awards Option Awards

Name Grant Date Number of

2 unchanged sentences

Vested ($) (2)

Exercisable Number of

Unexercisable (1)

Evan Spiegel — — $ —

9 unchanged sentences

2/5/2024 15,511 (6) 167,053

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

9/9/2024 4,704 (9) 50,662

5/11/2022 56,992 (12) 964,875 — — — —

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

7/25/2023 3,276,142 (14) 55,465,084 — — — —

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

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

Michael O’Sullivan 2/2/2022 83,594 (3) 900,307

5/11/2022 26,367 (3) 283,973

2 unchanged sentences

5/8/2024 186,128 (11) 2,004,599

Eric Young 7/25/2023 2,340,102 (12) 25,202,899

2/5/2024 310,213 (13) 3,340,994

1 unchanged sentence

Spiegel, holds equity awards that only vest, or the forfeiture condition only lapses, on the satisfaction of a service-based condition.

The service-based condition for each of our named executiv e officers is further described below.

The service-based condition for each of our named executive officers is further described below.

If an executive officer dies while in our service, the service-based condition as to 100% of his or her shares subject to the award will be satisfied.

(2) The market value is based on the closing price of our Class A common stock on December 31, 2024, which was $10.77.

(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):

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

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

(3) 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.

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

109,461 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2024 (218,922 shares underlying the original grant on January 30, 2023 already vested as of December 31, 2024);

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.

(5) 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, 2026.

(6) 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.

(7) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 18-month period following November 15, 2024 (13,359 shares underlying the original grant on May 10, 2023 already vested as of December 31, 2024).

(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.

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

30,625 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

and 26,367 of these RSUs in equal quarterly installments during the 12 ‑ month period following 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):

327,835 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

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

72,649 of these RSUs in equal quarterly installments during the 12-month period following November 15, 2024;

and 27,262 of these RSUs in equal quarterly installments during the 12-month period following November 15, 2025.

(9) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 9-month period following November 15, 2024 (1,568 shares underlying the original grant on September 9, 2024 already vested as of December 31, 2024).

(10) 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, 2025.

(11) 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 November 15, 2024 (69,798 shares underlying the original grant on May 8, 2024 already vested as of December 31, 2024).

(12) 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, 2024 (1,404,060 shares underlying the original grant on July 25, 2023 already vested as of December 31, 2024).

(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):

61,249 of these RSUs in equal quarterly installments during the 12-month period following December 15, 2023;

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.

(13) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 6-month period following May 15, 2027.

Option Exercises and Stock Vested

9 unchanged sentences

1,011,009 12,058,809

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.

14 unchanged sentences

Spiegel and Murphy as of December 31, 2024 was $1.

The employment agreements are each effective as of January 1, 2022, and will have an initial term of five years, subject to automatic renewals for successive five year periods unless earlier terminated as provided in their respective employment agreements.

In July 2022, our board of directors determined that it was advisable and in our best interest to approve the Future Stock Split.

In connection with the Future Stock Split, we entered into the Co-Founder Agreements with each of Messrs.

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 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.

The employment agreements are each effective as of January 1, 2022, and have an initial term of five years, subject to automatic renewals for successive five year periods unless earlier terminated as provided in their respective employment agreements.

In July 2022, our board of directors determined that it was advisable and in our best interest to approve a stock split to be effected in the form of a special dividend of one share of Class A common stock on each outstanding share of our common stock at a future date (the “Future Stock Split”).

In connection with this transaction, we entered into certain agreements (the “Co-Founder Agreements”) with Evan Spiegel and Robert Murphy, our co-founders, 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.

In May 2024, the conditions for the declaration of such dividends were modified and the agreements with our co-founders were amended to reflect such modifications.

As modified, the special dividend will not be declared and paid until the first business day following the date on which (i) the average of the volume weighted average price (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.

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

9 unchanged sentences

Young’s annual base salary as of December 31, 2024 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.

Young’s offer letter agreement included a $500,000 sign-on bonus paid in four quarterly installments from June 2023, which has been fully paid.

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 $ —

2 unchanged sentences

Michael O’Sullivan 11,579,538

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 $10.77 on December 31, 2024, of the unvested equity awards that would be accelerated.

20 unchanged sentences

Our 2017 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates.

The 2017 Plan is the successor to our 2012 Equity Incentive Plan and 2014 Equity Incentive Plan, each of which is described below, or, together, the Prior Plans.

Authorized Shares.

The maximum number of shares of our Class A common stock available for future issuance under our 2017 Plan as of December 31, 2024 is 152,488,503.

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 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.

20 unchanged sentences

No stock awards may be granted under our 2017 Plan while it is suspended or after it is terminated.

2014 Equity Incentive Plan

Our board of directors adopted, and our stockholders approved, our 2014 Equity Incentive Plan, or our 2014 Plan, in September 2014.

Our 2014 Plan was amended most recently in October 2016.

Our 2014 Plan allows for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, and restricted stock units to employees, directors, and consultants, including employees and consultants of our affiliates.

Our 2017 Plan became effective once the registration statement in connection with our initial public offering was declared effective in March 2017.

As a result, we do not expect to grant any additional awards under the 2014 Plan following that date, other than awards for up to 2,500,000 shares of Class A common stock to our employees and consultants in France.

Any awards granted under the 2014 Plan will remain subject to the terms of our 2014 Plan and applicable award agreements.

Authorized Shares .

The ma ximum number of shares of our Class A common stock that may be issued under our 2014 Plan is 166,164,100, minus the number of shares of our Class B common stock issued after September 4, 2014 under our 2012 Plan.

In addition to the share reserve, an additional 53,357,397 shares of Class A common stock are reserved under the 2014 Plan in connection with the distribution of shares of Class A common stock provided as a dividend to the holders of all preferred stock and common stock outstanding on October 31, 2016.

The maximum number of shares of Class A common stock that may be issued on the exercise of incentive stock options under our 2014 Plan is three t imes such maximum number of shares.

Shares subject to stock awards granted under our 2014 Plan that expire, are forfeited, or terminate without being exercised in full or are settled in cash do not reduce the number of shares available for issuance under our 2014 Plan.

Additionally, shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award become available for future grant under our 2014 Plan, although such shares may not be subsequently issued pursuant to the exercise of an incentive stock option.

Corporate Transactions .

Our 2014 Plan provides that in the event of certain specified significant corporate transactions, generally including:

(1) a sale of all or substantially all of our assets, (2) the sale or disposition of at least 90% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of common stock outstanding before such transaction are converted or exchanged into other property by virtue of the transaction, unless otherwise provided in an award agreement or other written agreement between us and the award holder, the administrator may take one or more of the following actions with respect to such stock awards:

(i) arrange for the assumption, continuation or substitution of a stock award by a successor corporation, (ii) arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation, (iii) accelerate the vesting, in whole or in part, of the stock award and provide for its termination before the transaction, (iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us, (v) cancel or arrange for the cancellation of the stock award before the transaction in exchange for a cash payment, if any, determined by the board of directors, or (vi) make a payment, in the form determined by the board of directors, equal to the excess, if any, of the value of the property the participant would have received on exercise of the stock award before the transaction over any exercise price payable by the participant in connection with the exercise.

The plan administrator is not obligated to treat all stock awards, even those that are of the same type, or all participants, in the same manner.

In the event of a change in control, awards granted under the 2014 Plan will not receive automatic acceleration of vesting and exercisability, although the board of directors may provide for this treatment in an award agreement.

Under the 2014 Plan, a change in control is defined to include:

(1) the acquisition by any person of more than 50% of the combined voting power of our then outstanding stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity), (3) our stockholders approve or our board of directors approves a plan of complete dissolution or liquidation or a complete dissolution or liquidation otherwise occurs except for a liquidation into a parent corporation, and (4) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets to an entity that did not previously hold more than 50% of the voting power of our stock.

Plan Amendment or Termination .

Our board of directors has the authority to amend, suspend, or terminate our 2014 Plan, although certain material amendments require the approval of our stockholders, and amendments that would impair the rights of any participant require the consent of that participant.

2012 Equity Incentive Plan

Our board of directors adopted our 2012 Equity Incentive Plan, or our 2012 Plan, in May 2012, and our stockholders approved our 2012 Plan in August 2012.

Our 2012 Plan was amended most recently in October 2016.

Our 2012 Plan allows for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, and restricted stock units to our employees, directors, and consultants, including employees and consultants of our affiliates.

Our 2017 Plan became effective once the registration statement in connection with our initial public offering was declared effective in March 2017.

As a result, we do not expect to grant any additional awards under the 2012 Plan following that date.

Any awards granted under the 2012 Plan will remain subject to the terms of our 2012 Plan and applicable award agreements.

Authorized Shares .

The maximum number of shares of our Class B common stock that may be issued under our 2012 Plan is 91,292,140, minus the number of shares of our Class A common stock issued after September 4, 2014 under our 2014 Plan.

In addition to the share reserve, an additional 50,022,362 s hares of Class A common stock are reserved under the 2012 Plan in connection with the Class A Dividend, one share of which will be issued if and when a share from the share reserve is issued in connection with the settlement or exercise of a stock award that was outstanding as of October 31, 2016.

The maximum number of shares of Class B common stock that may be issued on the exercise of incentive stock options under our 2012 Plan is such maximum number of shares.

Shares subject to stock awards granted under our 2012 Plan that expire, are forfeited, or terminate without being exercised in full or are settled in cash do not reduce the number of shares available for issuance under our 2012 Plan.

Additionally, shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award become available for future grant under our 2012 Plan, although such shares may not be subsequently issued pursuant to the exercise of an incentive stock option.

Corporate Transactions .

Our 2012 Plan provides that in the event of certain specified significant corporate transactions, generally including:

(i) arrange for the assumption, continuation, or substitution of a stock award by a successor corporation, (ii) arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation, (iii) accelerate the vesting, in whole or in part, of the stock award and provide for its termination before the transaction, (iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us, (v) cancel or arrange for the cancellation of the stock award before the transaction in exchange for a cash payment, if any, determined by the board of directors, or (vi) make a payment, in the form determined by the board of directors, equal to the excess, if any, of the value of the property the participant would have received on exercise of the stock award before the transaction over any exercise price payable by the participant in connection with the exercise.

The plan administrator is not obligated to treat all stock awards, even those that are of the same type, or all participants, in the same manner.

In the event of a change in control, awards granted under the 2012 Plan will not receive automatic acceleration of vesting and exercisability, although the board of directors may provide for this treatment in an award agreement.

Under the 2012 Plan, a change in control is defined to include:

Plan Amendment or Termination .

Our board of directors has the authority to amend, suspend, or terminate our 2012 Plan, although certain material amendments require the approval of our stockholders, and amendments that would impair the rights of any participant require the consent of that participant.

2017 Employee Stock Purchase Plan

57 unchanged sentences

In 2024, we paid fees and made equity awards to our non-employee directors.

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.

We granted each non-employee director serving as of July 23, 2024 RSUs for 15,891 shares of Class A common stock under our 2017 Plan, for which the service-based vesting condition will be fully satisfied on July 24, 2025.

Lanzone, who joined the board in September 2024, was granted RSUs for 22,315 shares of Class A common stock under our 2017 Plan, for which the service-based vesting condition will be fully satisfied on July 24, 2025.

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.

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)(6)

Robert Murphy (2)

$ 1,035,164 $ — $ 1,035,164

Michael Lynton 170,000 227,718 397,718

2 unchanged sentences

Liz Jenkins 100,000 227,718 327,718

Stanley Meresman (2)

97,582 227,718 325,300

135,000 292,747 427,747

Robert Murphy (4)

801,334 — 801,334

Patrick Spence

4 unchanged sentences

135,000 227,718 362,718

(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.

Jim Lanzone (5)

22,622 235,870 258,492

(1) Amounts reported represent the aggregate grant date fair value of RSUs granted during 2024 under our 2017 Plan without regard to forfeitures, calculated in accordance with ASC Topic 718.

These amounts do not reflect the actual economic value realized by the directors.

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.

Murphy does not receive any compensation for service as a director.

Amount reported represents (a) $1 for his annual base salary as an employee, (b) $557,210 for security for Mr.

Amounts reported represents (a) $1 for his annual base salary as an employee, (b) $751,419 for security for Mr.

Murphy, (c) $5 for life insurance premiums paid by us on behalf of Mr.

2 unchanged sentences

Murphy cannot reimburse under the Federal Aviation Regulations, and (e) $247,856 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:

Name Aggregate

Awards Aggregate

(3) Amount reported includes a $5,000 per month retainer for services on a special committee until its dissolution in May 2024, for which Mr.

Miller received a prorated amount commensurate with his period of service.

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

Lanzone joined the board of directors on September 12, 2024.

As of December 31, 2024, the aggregate number of shares underlying stock awards and option awards for each of our non-employee directors was:

Name Unvested

Michael Lynton 15,891 65,553

4 unchanged sentences

Patrick Spence 15,891 —

Poppy Thorpe 23,401 63,553

15,891 63,553

Fidel Vargas 15,891 18,908

(1) Outstanding options awards are fully vested.

In 2024, we also provided Mr.

3 unchanged sentences

Compensation Committee Interlocks and Insider Participation

In 2024, the compensation committee consisted of Michael Lynton, Scott D.

Miller, and Poppy Thorpe.

None of the members of the compensation committee is currently, or has been at any time, one of our officers or employees.

None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Policies and Practices Related to the Grant of Certain Equity Awards

In 2024 we did not grant stock options, stock appreciation rights, or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

Pay Ratio Disclosure

19 unchanged sentences

These provisions generally require significant stockholders to publicly report their ownership, including changes in that ownership.

As a result, those stockholders and we are not obligated to disclose ownership of our Class A common stock, so there can be no assurance that you, or we, will be notified of such ownership or changes in such ownership.

As a result, those stockholders and we are not obligated to disclose ownership of our Class A common stock, so there can be no assurance

that you, or we, will be notified of such ownership or changes in such ownership.

Furthermore, significant holders of our Class A common stock may hold our stock in nominee or “street name” with various brokers, such that we will not be able to identify their ownership.

20 unchanged sentences

986,120 * — * — * *

Jerry Hunter (7)

2,111,070 * — * — * *

Michael Lynton (6)

13 unchanged sentences

53,568 * — * — * *

Stanley Meresman

Jim Lanzone (14)

— — — — — — —

12 unchanged sentences

Murphy is trustee and holds voting 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.

(3) Includes 21,956 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2024.

(4) Includes (a) 23,266 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2024, (b) 498,338 shares of Class A common stock held in trust for which Mr.

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

2 unchanged sentences

(5) Includes RSUs for 234,010 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2024.

(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.

Lynton is trustee and (b) 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

(9) Includes 31,896 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

(10) Includes 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

(11) Includes 21,896 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

(12) Includes 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2023.

(6) Includes (a) 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024, (b) 120,661 shares of Class A common stock held in trust for which Mr.

Lynton is trustee, and (c) 300,133 shares held by members of Mr.

Lynton’s immediate family for which Mr.

Lynton disclaims beneficial ownership except as to indirect pecuniary interest, if any.

(7) Includes 31,896 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024.

(8) Includes (a) 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024, and (b) 23,401 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(9) Includes 21,896 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024.

(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 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.

(10) Includes (a) 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024, and (b) 23,401 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(11) Includes 22,718 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(12) Includes (a) 63,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024, and (b) 23,401 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(13) Includes (a) 18,908 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024, and (b) 23,401 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

Lanzone joined the board of directors on September 12, 2024.

(15) Consists of (a) 109,244,573 shares of Class A common stock, 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 279,232 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2024, (c) 332,912 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2024, and (d) 116,322 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(16) Based on information reported by FMR LLC on Schedule 13G/A filed with the SEC on February 8, 2024.

11 unchanged sentences

Securities Authorized for Issuance under Equity Incentive Plans

The table set forth below provides information concerning the awards that may be issued under our 2012 Plan, 2014 Plan, and 2017 Plan as of December 31, 2023:

The table set forth below provides information concerning the awards that may be issued under our 2017 Plan as of December 31, 2024:

Plan Category Number of

12 unchanged sentences

(1) Excludes RSAs subject to forfeiture that are already included within issued and outstanding Class A common stock as of December 31, 2024.

(2) Includes 116,322 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(3) The weighted-average exercise price does not reflect shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.

(3) Prior to our initial public offering, we granted awards under our 2012 Plan and our 2014 Plan.

Following our initial public offering, we granted awards under our 2017 Plan, other than certain awards to our employees and consultants in France, which were granted under our 2014 Plan.

Certain Relationships and Related Transactions, and Director Independence.

2 unchanged sentences

• any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Investor Rights Agreement

We are party to an amended and restated investor rights agreement, which provides Mr.

Spiegel and Mr.

Murphy with certain registration rights with respect to up to an aggregate of 334,747,047 shares of our Class A common stock (including shares issuable on conversion of Class C common stock, which are initially convertible into Class B common stock).

Under this agreement, Mr.

Spiegel and Mr.

Murphy have the right to request that their shares be covered by a registration statement that we are otherwise filing.

Co-Founder Agreements and Related Agreements

2 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 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.

(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, 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 under the Future Stock Split, (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.

9 unchanged sentences

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, 2023, purchased approximately $4.7 million of our advertising products for the year ended December 31, 2023.

In the ordinary course of business, FMR LLC and its affiliates, who hold 5% or more of our Class A common stock as of December 31, 2024, purchased approximately $2.8 million of our advertising products for the year ended December 31, 2024.

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

1 unchanged sentence

Entities Affiliated with Tencent

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.

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 as of December 31, 2024, purchased approximately $27.7 million of our advertising products for the year ended December 31, 2024.

Aviation Matters

1 unchanged sentence

In June 2018, we entered into a lease of an aircraft from an entity controlled by Mr.

Spiegel on terms that are advantageous to us.

Under the terms of this lease, Mr.

Spiegel’s entity leases the aircraft to us for $0.

Spiegel on terms that are advantageous to us, which was amended in December 2024.

Under the terms of this amended lease, Mr.

Spiegel’s entity leases an aircraft to us for $0.

We cover all the operating, maintenance, and insurance costs, and property taxes associated with the aircraft.

1 unchanged sentence

Spiegel’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.

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

Spiegel and their assessment that such an arrangement is more efficient and flexible, and better ensures confidentiality, privacy, and safety.

8 unchanged sentences

Spiegel could not reimburse was $5,717.

In January 2024, we entered into an agreement with Mr.

Spiegel to provide flight crew, maintenance personnel, and limited administrative support for flights using Mr.

Spiegel’s aircraft pursuant to an overall security program.

Spiegel pays the additional operating costs for his aircraft and its flights.

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

The audit and compensation committees of our board of directors approved this arrangement as part of an overall security program because it provides confidentiality, privacy, and safety, in addition to reducing our aviation operating costs.

In September 2022, we entered into a lease of an aircraft from an entity controlled by Mr.

14 unchanged sentences

Murphy cannot reimburse the incremental cost to us for such family or guests under the Federal Aviation Regulations.

In 2024, the amount that Mr.

Murphy could not reimburse was $35,883.

Hangar Leases

16 unchanged sentences

The audit and compensation committees of our board of directors approved this arrangement based on their assessment that it is fair and reasonable to us.

Employment Relationships

Hunter’s son, John Hunter, has been employed by us since May 2021.

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 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.

Hunter’s household.

Indemnification Agreements

3 unchanged sentences

Policies and Procedures for Transactions with Related Persons

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.

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 $120,000 ($50,000 prior to the May 2023 revision) and such person would

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.

Our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our voting common stock, and any members of the immediate family of any of the foregoing persons, are subject to our related person transaction policy.

Under the policy such persons are not permitted to enter into a transaction with us in which the amount involved exceeds $120,000 and where such person would have a direct or indirect interest, subject to certain exceptions, without the approval or ratification of our board of directors, our audit committee, or any other independent board committee, as appropriate.

Any request for us to enter into a related party transaction must be presented for review, consideration, and approval by our board of directors or the appropriate committee.

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.

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

There were no 2024 transactions where the applicable policy was not followed.

2 unchanged sentences

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

Meresman (through July 2023), Mr.

Thorpe, and Mr.

43 unchanged sentences

8-K 001-38017 3.1 August 26, 2022

Amendment No.

3 to the Amended and Restated Certificate of Incorporation of Snap Inc.

001-38017 3.1

Amended and Restated Bylaws of Snap Inc.

10 unchanged sentences

8-K 001-38017 4.1 August 9, 2019

4.6 Form of Global Note, representing Snap Inc.’s 0.75% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.5)

4.6 Form of Global Note, representing Snap Inc.’s 0.75% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.5 to thi s Form 10-K )

8-K 001-38017 4.2 August 9, 2019

2 unchanged sentences

8-K 001-38017 4.1 April 28, 2020

4.8 Form of Global Note, representing Snap Inc.’s 0.25% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.7)

8.K 001-38017 4.2 April 28, 2020

4.9 Indenture, dated April 30, 2021, by and between Snap Inc.

Bank National Association, as Trustee

4.8 Form of Global Note, representing Snap Inc.’s 0.25% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.7 to this Form 10-K )

8.K 001-38017 4.2 April 28, 2020

2 unchanged sentences

Number Exhibit Filing Date

4.10 Form of Global Note, representing Snap Inc.’s 0% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.9)

4.9 Indenture, dated April 30, 2021, by and between Snap Inc.

Bank National Association, as Trustee

8-K 001-38017 4.1 April 30, 2021

4.10 Form of Global Note, representing Snap Inc.’s 0% Convertible Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.9 to this Form 10-K )

8-K 001-38017 4.2 April 30, 2021

4.11 Indenture, dated February 11, 2022, by and between Snap Inc.

1 unchanged sentence

8-K 001-38017 4.1 February 11, 2022

4.12 Form of Global Note, representing Snap Inc.’s 0.125% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

4.12 Form of Global Note, representing Snap Inc.’s 0.125% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1 1 to this Form 10-K )

8-K 001-38017 4.2 February 11, 2022

10.1+ Snap Inc.

Amended and Restated 2012 Equity Incentive Plan

S-1 333-215866 10.2 February 2, 2017

10.2+ Forms of grant notice, stock option agreement and notice of exercise under the Snap Inc.

Amended and Restated 2012 Equity Incentive Plan

S-1 333-215866 10.3 February 2, 2017

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

Amended and Restated 2012 Equity Incentive Plan

S-1 333-215866 10.4 February 2, 2017

10.4+ Snap Inc.

Amended and Restated 2014 Equity Incentive Plan

S-1 333-215866 10.5 February 2, 2017

10.5+ Forms of grant notice, stock option agreement and notice of exercise under the Snap Inc.

Amended and Restated 2014 Equity Incentive Plan

S-1 333-215866 10.6 February 2, 2017

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

Amended and Restated 2014 Equity Incentive Plan

S-1 333-215866 10.7 February 2, 2017

10.7+ Snap Inc.

Indenture , dated May 13 , 202 4 , by and be tween Snap Inc.

Bank Trust Company , National Association , as Trust ee

001-38017 4.1

F orm of Global Note, representing Snap Inc.

50% Convertible Senior Notes due 20 30 (included as Exhi bit A to the Indenture filed as Exhibit 4.1 3 to this Form 10- K )

001-38017 4.1

2017 Equity Incentive Plan

6 unchanged sentences

001-38017 10.1

October 24, 2023

April 26, 2024

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

1 unchanged sentence

10-Q 001-38017 10.4 October 26, 2018

10.11+ Snap Inc.

2017 Employee Stock Purchase Plan

4 unchanged sentences

8-K 001-38017 10.1 July 21, 2022

A mendment to Co-Founder Agree ment amo ng Snap Inc.

, Evan Sp iegel, and the other Holders signatory th ereto , made as of May 16, 2024

001-38017 10.1

Co-Founder ’ s Agreement among Snap Inc., Robert Murphy, and other Holders signatory thereto, made as of July 21, 2022

8-K 001-38017 10.2 July 21, 2022

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

A mend ment to Co-Founder Agreement amo ng Snap Inc., Robert Murphy, and the other Holders signatory th ereto, made as of May 16, 2024

001-38017 10.2

Employment Agreement by and between Snap Inc.

1 unchanged sentence

8-K 001-38017 10.3 July 21, 2022

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

Employment Agreement by and between Snap Inc.

4 unchanged sentences

10-Q 001-38017 10.1 November 8, 2017

10.18+ Amended and Restated Offer Letter, by and between Snap Inc.

and Jerry Hunter, dated October 7, 2020

10-K 001-38017 10.16 February 4, 2021

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.

Offer Letter, by and between Snap Inc.

and Eric Young, dated April 14, 2023

202 4 Bonus Program

001-38017 10.27

April 27, 2023

February 7, 2024

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

5 unchanged sentences

10-Q 001-38017 10.3 October 26, 2018

Incentive Compensation Recoupment Policy

2025 Bonus Program

Insider Trading Policy

21.1 List of Subsidiaries

January 31, 2023

February 1, 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

Incentive Compensation Recoupment Policy

001-38017 10.26

February 7, 2024

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).

1 unchanged sentence

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

Incorporated by Reference

1 unchanged sentence

Number Exhibit Filing Date

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

36 unchanged sentences

Elizabeth Jenkins

/s/ Jim Lanzone

Director February 4, 2025

/s/ Michael Lynton

1 unchanged sentence

Michael Lynton

Director February 4, 2025

/s/ Patrick Spence

1 unchanged sentence

Patrick Spence

Director February 6, 2024

/s/ Poppy Thorpe

3 unchanged sentences

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