What changed in this filing

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Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-05 · 316 added, 160 removed, 1148 unchanged (29% of the section changed)

15 unchanged sentences

Insider Trading Arrangements

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

Robert Murphy

During the quarter ended December 31, 2025, 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:

Name and Position Date Action Rule 10b5-1*

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

Co-Founder, Chief Technology Officer, and Director

11/11/2025 Adoption (2)

X 3/10/2026 (2)

Michael O’Sullivan

General Counsel

03/10/2027 (1)

12/2/2025 Adoption

X 01/30/2026 Up to 288,000

3/2/2027 Up to 60,725

Co-Founder, Chief Executive Officer, and Director

12/10/2025 Adoption (2)

12/31/2026 (3)

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

(1) Trading arrangement provides for the sale of up to 8,000,000 shares of Class A Common Stock by a revocable trust over which Mr.

Murphy serves as trustee, plus the gift by such trust of the number of shares necessary to attain a value equal to 30% of such gross sale proceeds, and for the sale of a sufficient amount of shares to generate $3,000,000 in gross sale proceeds by an irrevocable trust over which Mr.

Murphy serves as a trustee, but has no financial interest.

(2) 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.

(3) Trading arrangement provides for the sale of a number of shares of Class A Common Stock with a value equal up to $30,000,000 by a revocable trust over which Mr.

Spiegel serves as trustee, and for the sale of up to 1,000,000 shares of Class A Common Stock by an irrevocable trust over which Mr.

Spiegel serves as a trustee, but has no financial interest.

2026 Discretionary Bonus Program

22 unchanged sentences

Derek Andersen 47 Chief Financial Officer

Zachary Briers

38 General Counsel

Ajit Mohan 50 Chief Business Officer

Rebecca Morrow 52 Chief Accounting Officer

Michael O’Sullivan 59 General Counsel

48 Senior Vice President of Engineering

Non-Employee Directors

4 unchanged sentences

Liz Jenkins (3)

Jim Lanzone (2)

Matthew McRae

Miller (1)(3)

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

Zachary Briers.

Briers has served as our General Counsel since November 2025.

From August 2012 to October 2025, Mr.

Briers was a lawyer in private practice at the law firm of Munger, Tolles & Olson LLP, where he

focused his practice on advising companies and founders on litigation and transactional matters.

Briers holds a J.D.

from the New York University School of Law and a B.A.

from John Carroll University.

Mohan has served as our Chief Business Officer since February 2025 and previously served as our President of APAC from January 2023 to February 2025.

From 2019 to November 2022, Mr.

Mohan served as Vice President and Managing Director of India for Meta, where he was responsible for strategy and operations in India, and from April 2016 to December 2018, Mr.

Mohan served as CEO of 21st Century Fox’s digital streaming service, Hotstar.

Mohan holds a BASc from Nanyang Technological University Singapore, an M.A.

from Johns Hopkins University, and an M.B.A.

from The Wharton School at the University of Pennsylvania.

Rebecca Morrow.

2 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,

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.

1 unchanged sentence

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

Michael O ’ Sullivan .

O’Sullivan has served as our General Counsel since July 2017.

From 1992 to July 2017, Mr.

O’Sullivan was a lawyer in private practice.

He served since 1996 as a lawyer at the law firm of Munger, Tolles & Olson LLP in Los Angeles, California, where he focused his practice on advising companies, their boards of directors, and founders on corporate transactions, governance matters, and significant disputes.

O’Sullivan holds a J.D.

from University of Southern California’s Gould School of Law and a B.A.

from University of Pennsylvania.

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

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.

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

Young holds a B.S.

from Vanderbilt University and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Non-Employee Directors

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

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

Jenkins has served as Chief Business Officer at NBCUniversal Entertainment 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

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.

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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 .

Matthew McRae.

McRae has served on our board of directors since December 2025.

McRae has served as Chief Executive Officer and a member of the board of directors of Arlo Technologies, Inc.

since August 2018.

McRae previously was NETGEAR’s Senior Vice President of Strategy from October 2017 to August 2018, and prior to that served as Chief Technology Officer of VIZIO, Inc.

from 2010 to 2018.

McRae previously served as Vice President of Marketing and Business Development of Fabrik (now part of HGST, Inc.), and before that was Senior Director, Worldwide Business Development at Cisco Systems, Inc.

McRae currently serves on the board of directors for Origin Wireless, Inc., and was previously on the board of directors of Violux, Inc., Dedicated Hosting Services, Inc.

and the Leatherby Center for Entrepreneurship and Business Ethics at the Business School of Chapman University.

McRae holds a B.S.

in Economics from The Wharton School at the University of Pennsylvania and a B.S.

in Computer Engineering from the University of Pennsylvania.

We believe that Mr.

McRae is qualified to serve as a member of our board of directors due to

his extensive leadership experience and working with technology companies.

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

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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.

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.

Thorpe holds a B.A.

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

Our board of directors currently consists of eleven members.

Our board of directors currently consists of twelve members.

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

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

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).

In 2025 , seven members of our board of directors attended our annual meeting of stockholders (at the time of the 2025 annual meeting of stockholders, our board of directors consisted of eleven members).

Executive Sessions of Independent Directors

In order to promote open discussion among non-management directors, and as required under applicable NYSE rules, our board of directors conducts executive sessions of non-management directors during each regularly scheduled board meeting and at such other times if requested by a non-management director.

In 2024, the non-management directors met in executive session at least once.

In 2025 , the non-management directors

met in executive session at least once.

The non-management directors provide feedback to executive management, as needed, promptly after the executive session.

11 unchanged sentences

Miller, and Ms.

Our board of directors has determined that each of Ms.

Miller, and Ms.

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

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

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 2024, the audit committee met seven time s.

During 2025, the audit committee met six 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.

11 unchanged sentences

Our compensation committee consists of Mr.

Miller, and Ms.

Spence, and Ms.

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

The chair of our compensation committee is Mr.

During 2024, the compensation committee met five times.

During 2025 , the compensation committee met four times.

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

7 unchanged sentences

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

• reviewing and approving policies and procedures with respect to the clawback or recoupment of compensation from officers, employees, directors, or other individuals;

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

6 unchanged sentences

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

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

During 2025, the nominating and corporate governance committee met two 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.

10 unchanged sentences

The full text of our Code of Conduct is available on our website at www.snap.com.

We intend to disclose on our website any future amendments of our Code of Conduct or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Conduct.

We intend to disclose on our website any future amendments of our Code of Conduct or waivers that exempt any principal executive officer,

principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Conduct.

You can request a copy of our Code of Conduct by writing to our Secretary at Snap Inc., 3000 31st Street, Santa Monica, CA 90405.

33 unchanged sentences

• Derek Andersen, Chief Financial Officer;

• Zachary Briers, General Counsel;

• Ajit Mohan, Chief Business Officer;

• Rebecca Morrow, Chief Accounting Officer;

• Michael O’Sullivan, General Counsel;

• Eric Young, Senior Vice President of Engineering.

• Michael O’Sullivan, former General Counsel;

• Eric Young, former Senior Vice President of Engineering.

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.

14 unchanged sentences

Members of the compensation committee are appointed by our board of directors.

The compensation committee consists of three members of our board of directors:

Michael Lynton, Scott D.

Miller, and Poppy Thorpe.

The compensation committee consists of four members of our board of directors:

Spence, and Ms.

No member of the compensation committee is, or was in 2025, an executive officer of Snap Inc., and each of them qualifies as an “independent director” under the NYSE rules.

1 unchanged sentence

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

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

The compensation committee first retained Semler Brossy Consulting Group, or Semler Brossy, a national compensation consulting firm, as its independent compensation consultant in 2023.

Semler Brossy reports directly to the compensation committee.

6 unchanged sentences

All such determinations by our compensation committee are discretionary.

Our co-founders, who serve as Chief Executive Officer and Chief Technology Officer, respectively, each have base salaries of $1 per year and did not receive any equity awards in 2024.

Our co-founders, who serve as Chief Executive Officer and Chief Technology Officer each have base salaries of $1 per year and did not receive any equity awards in 2025.

No executive officer participated directly in the final deliberations or determinations regarding his or her own compensation package or was present during such determinations.

The compensation committee meets regularly in executive session.

Our Chief Executive Officer is not present during compensation committee deliberations or votes on his compensation and also recuses himself from sessions of our board of directors where they act on his compensation.

Our Chief Executive Officer is not present during compensation committee deliberations or voting on his own compensation and he recuses himself from sessions of our board of directors where they act on his own compensation.

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.

The compensation committee used the peer group listed below to determine pay levels for 2025.

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 was based on a detailed review by Semler Brossy, the compensation committee’s consultants, conducted in 2024, 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 Activision Blizzard from the peer group due to its acquisition by Microsoft and replacing it with Take-Two Interactive Software as it is relevant from a size and scope perspective.

The peer group that the compensation committee considered to determine pay levels for 2025 consisted of the following companies:

Activision Blizzard Match Group Twilio

Autodesk Pinterest Uber

Block (formerly Square) Roblox

DocuSign Roku

Shopify Zoom Video

Autodesk Pinterest Twilio

Block Roblox Uber

DocuSign Roku Workday

DoorDash Shopify Zillow Group

Etsy Spotify Zoom

Take-Two Interactive Software

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.

9 unchanged sentences

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

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

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.

Morrow’s base salary remained $515,000 for 2025.

In February 2025, the compensation committee approved the promotion of Mr.

Mohan to Chief Business Officer, a role with expanded responsibilities including growing our advertising business across all regions and leading our revenue product and business operations organizations.

In connection with this promotion, the compensation committee increased Mr.

Mohan’s annual base salary from SGD 700,000 to SGD 1,350,000, effective February 1, 2025.

Mohan’s relocation to the U.S.

in May 2025, the compensation committee approved a change in the currency denomination of his base salary from Singapore dollars to U.S.

dollars to align his compensation with our U.S.

executive pay structure.

Beginning on May 9, 2025, Mr.

Mohan’s annual base salary was set at USD $1,000,000.

The table below sets forth information regarding the year-end base salary amounts for 2025 for our named executive officers.

Name 2025 Base Salary

1 unchanged sentence

Derek Andersen 1,000,000

Zachary Briers

Rebecca Morrow

Michael O’Sullivan (1)

Eric Young (2)

(1) In September 2025, Mr.

O’Sullivan notified us of his intent to leave the Company on December 31, 2025.

O’Sullivan’s duties and responsibilities were transitioned to Zachary Briers, our new General Counsel, by November 19, 2025.

Young served as Senior Vice President of Engineering until August 15, 2025.

Equity-based Awards

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These initial awards are intended to establish a meaningful equity stake and motivate long-term value creation.

While these awards generally cover multiple years, we may also consider providing additional equity grants to our executive officers to ensure appropriate incentives are in place to promote our long-term strategic and financial objectives and help us retain key executive officers.

While these awards typically cover multiple years, we may also consider granting additional equity awards to our executive officers from time to time to maintain strong long-term incentives, support retention of key leaders, and reinforce alignment with our strategic and financial priorities.

The size of these awards is not determined based on a specific formula, but rather through the exercise of judgment after considering various factors, including compensation provided to other executives with similar responsibilities in our peer group and within our company, the current unvested equity held by such executive officer, the perceived retentive value of the proposed awards, and for new-hires, amounts forfeited when joining our company.

2 unchanged sentences

In February 2025, our board of directors approved the 2025 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.

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, 2025 through December 31, 2025.

A participant must remain an employee through the payment date under the 2025 Bonus Program to earn a bonus.

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 2025 Bonus Program may receive a bonus in an amount up to 50% of su ch participant’s annual base salary as of December 31, 2025.

11 unchanged sentences

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.

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

In 2025 , Mr.

Briers received a cash sign-on bonus of $1,000,000 paid in twelve monthly installments from December 2025.

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 2025, and we paid applicable tax gross ups related to such services.

In 2025, we agreed to reimburse Mr.

Mohan the incremental taxes he incurred as a result of additional business travel to the United States in late 2024 and early 2025, prior to his promotion to Chief Business Officer and related to responsibilities not contemplated under his original role.

We additionally provided tax gross-up payments to cover the imputed income associated with these reimbursements.

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.

Relocation Benefits in Connection With Promotion to Chief Business Officer

Mohan’s promotion to Chief Business Officer required him to relocate from Singapore to the United States, and his relocation occurred in May 2025.

To enable a timely and effective transition into this expanded leadership role, the compensation committee approved a tailored package based on the strategic importance of the role, the cross-border nature of the move, and the need to ensure continuity of leadership during a period of organizational expansion.

The relocation package provided benefits with an aggregate cap of $300,000, before associated t ax gross-up payments , available for use within 18 months of Mr.

Mohan’s relocation date.

The program was designed to facilitate Mr.

Mohan’s transition to the U.S.

Eligible expenses included temporary corporate housing or hotel accommodations, flights for Mr.

Mohan and his spouse or family members between the U.S.

and Singapore, broker fees and related costs associated with securing housing, shipment of household goods, and education consultant services.

Under the terms of the relocation arrangement, if Mr.

Mohan voluntarily leaves Snap or is terminated for cause within 24 months of his relocation date, he is required to repay relocation benefits previously provided.

As of December 31, 2025, Mr.

Mohan utilized approximately $219,309 of the total $300,000 available benefit.

Equity Award Modification

In connection with Mr.

Mohan’s relocation from Singapore, he became subject to Singapore taxes upon his departure with respect to his unvested RSU awards, based on a deemed realization of value under Singapore tax rules.

After reviewing market practice for cross-border executives and evaluating alternatives, the compensation committee approved a modification to a portion of Mr.

Mohan’s previously granted RSUs to accelerate vesting solely to provide liquidity to satisfy this tax obligation.

Specifically, in February 2025, the compensation committee approved the accelerated vesting of 743,497 RSUs that were originally scheduled to vest in tranches between June 2025 and November 2027.

No other terms of the awards were modified.

The compensation committee determined that the modification was not intended as additional compensation and was necessary to facilitate Mr.

Mohan’s relocation and continued employment.

Executive Security Policy

4 unchanged sentences

Please see the section titled “—Summary Compensation Table” for additional detail.

Change of Control Benefits

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.”

Change of Control and Termination Benefits

Our named executive officers are not entitled to any change of control benefits or post-employment payments with the limited exceptions set forth below in the section titled “—Potential Payments Upon Termination, Change in Control, or Death.”

Tax and Accounting Considerations

6 unchanged sentences

Accounting Treatment

We account for stock-based compensation in accordance with the authoritative guidance set forth in Accounting Standards Codification Topic 718, or ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including RSAs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.

We account for stock-based compensation in accordance with the authoritative guidance set forth in Accounting Standards Codification Topic 718, or ASC Topic 718, which requires companies to measure and recognize the compensation expense for all stock-based awards made to employees and directors, including RSAs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.

Compensation Policies and Practices as they Relate to Risk Management

1 unchanged sentence

In 2025, we reviewed our compensation plans and philosophy and concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse impact on our business or our financial condition.

The objective of the review was to identify any compensation plans, practices, or policies that may encourage employees to take unnecessary risk that could threaten our company.

The objective of the review was to identify any compensation plans, practices, or policies that may encourage employees to take unnecessary risks that could threaten our company.

No such plans, practices, or policies were identified.

20 unchanged sentences

Michael Lynton (Chairperson)

Patrick Spence

Summary Compensation Table

1 unchanged sentence

Name and Principal Position Year Salary Bonus Stock

Incentive Plan

Compensation All Other

Compensation Total

3 unchanged sentences

Derek Andersen 2025 1,000,000 — 16,191,496 16,695 (3) 17,208,191

16,540 (3) 7,771,413

Chief Financial Officer 2024 1,000,000 — 6,754,873 16,540 7,771,413

2023 855,769 — 16,532,384 15,941 17,404,094

Rebecca Morrow

Zachary Briers (4)

General Counsel

2025 76,923 83,334 (5) 24,000,008 116 (6) 24,160,381

Ajit Mohan (7)

Chief Business Officer

2025 957,121 519,836 (8) 31,316,728 (9) 867,230 (10) 33,660,915

Rebecca Morrow

2025 515,000 — 944,724 14,495 (11) 1,474,219

Chief Accounting Officer

3 unchanged sentences

2025 1,000,000 — 14,812,459 25,100 (13) 15,837,559

Former General Counsel

2024 1,000,000 — 9,999,871 24,947 11,024,818

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

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

1 unchanged sentence

2025 673,077 — 11,500,010 14,354 (15) 12,187,441

Senior Vice President

Former Senior Vice

2024 1,000,000 125,000 5,196,068 14,340 6,335,408

of Engineering

President of Engineering

2023 538,462 375,000 47,812,564 291 48,726,317

(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.

These amounts do not reflect the actual economic value realized by the named executive officers.

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.

For a discussion of the valuation of the equity awards, including the assumptions used, see Notes 1 and 4 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

(2) Amount reported includes (a) $3,274,014 for security for Mr.

6 unchanged sentences

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

Briers joined the company in November 2025.

(5) Represents amounts paid as part of Mr.

Briers’ sign-on bonus of $1,000,000.

The sign-on bonus is payable in twelve monthly installments starting December 2025.

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

Briers and (b) tax “gross up” payments paid to Mr.

Briers to cover the imputed income associated the life insurance premiums.

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

Mohan was not a named executive officer in fiscal years 2024 and 2023.

Mohan’s salary and bonus during January 2025 through May 2025 were paid in Singapore Dollars (SGD).

For purposes of reporting this compensation in the table above, amounts paid in SGD have been converted to USD using average exchange rates during this period.

(8) Represents a one-time bonus of SGD 700,000 paid to Mr.

Mohan as part of his compensation package resulting from his promotion to Chief Business Officer.

(9) Amount reported includes $1,192,710 of incremental fair value resulting from the modification of equity awards in February 2025.

The amount reported is determined in accordance with ASC Topic 718.

This amount does not reflect a new award or the actual economic value that may be realized by Mr.

For more detail, please see the section titled “Equity Award Modification” in the compensation discussion and analysis above.

(10) Amount reported includes (a) $14,000 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

Mohan, (c) $219,309 in relocation expenses incurred in connection with Mr.

Mohan’s relocation benefits package described in the section entitled “—Relocation Benefits in Connection With Promotion to Chief Business Officer” in the compensation discussion and analysis above, (d) $236,354 in tax “gross up” payments paid to Mr.

Mohan to cover the imputed income associated with the relocation expenses, (e) $149,906 in total reimbursements to be paid to Mr.

Mohan to cover incremental taxes he incurred as a result of additional business travel to the United States, which consists of $139,346 for travel in late 2024 and $10,560 for travel in early 2025 (for more details, refer to the section entitled “ —Other Benefits” in the compensation discussion and analysis above), and (f) 247,395 in total tax “gross up” payments to be paid to Mr.

Mohan to cover the imputed income associated with the tax reimbursements, consisting of $234,331 for travel in late 2024 and $13,064 for travel in early 2025.

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

(11) Amount reported includes (a) $14,000 in 401(k) plan matching contributions by us and (b) life insurance premiums paid by us on behalf of Ms.

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

(12) In September 2025, Mr.

O’Sullivan notified us of his intent to leave the Company on December 31, 2025.

O’Sullivan’s duties and responsibilities were transitioned to Zachary Briers, our new General Counsel, by November 19, 2025.

(13) Amount reported includes (a) $14,000 in 401(k) plan matching contributions by us, (b) life insurance premiums paid by us on behalf of Mr.

3 unchanged sentences

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

Young joined the company in June 2023.

(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.

Young served as Senior Vice President of Engineering until August 15, 2025.

(15) Amount reported includes (a) $14,000 in 401(k) plan matching contributions by us and (b) life insurance premiums paid by us on behalf of Mr.

9 unchanged sentences

Derek Andersen 2/3/2025 1,449,552 16,191,496

Zachary Briers

11/19/2025 2,988,793 24,000,008

7/15/2025 3,177,639 30,124,018

Rebecca Morrow 2/3/2025 8,477 94,688

1 unchanged sentence

9/10/2025 45,716 322,298

11/19/2025 30,451 244,522

Michael O’Sullivan 2/3/2025 1,326,093 14,812,459

5 unchanged sentences

These amounts do not reflect the actual economic value realized by the named executive officers.

For a discussion of the valuation of the equity awards, see Notes 1 and 4 of the no tes to our consolidated financial statements.

For a discussion of the valuation of the equity awards, see Notes 1 and 4 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Outstanding Equity Awards as of December 31, 2025

9 unchanged sentences

2/3/2025 984,782 (5) 7,947,191

Zachary Briers

11/19/2025 2,988,793 (6) 24,119,560

Rebecca Morrow 5/11/2022 27,491 (3) 296,078

3/14/2023 766,587 (7) 6,186,357

1 unchanged sentence

7/15/2025 2,716,385 (9) 21,921,227

Rebecca Morrow 4/26/2023 22,928 (10) 185,029

5/10/2023 4,453 (11) 35,936

1 unchanged sentence

1/22/2024 27,262 (10) 220,004

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

2/5/2024 15,511 (10) 125,174

2 unchanged sentences

9/10/2025 39,814 (14) 321,299

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

11/19/2025 30,451 (15) 245,740

Michael O’Sullivan — — —

Eric Young — — —

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

3 unchanged sentences

(2) The market value is based on the closing price of our Class A common stock on December 31, 2025, which was $8.07.

(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);

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

(3) The service-based condition for these RSUs is satisfied in equal quarterly installments during the 12-month period following December 15, 2025.

(4) 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.

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

268,577 of these RSUs in equal quarterly installments during the 24-month period following November 15, 2025 (134,288 shares underlying the original grant on February 3, 2025 already vested as of December 31, 2025);

and 716,205 of these RSUs in equal quarterly installments during the 12-month period following November 15, 2027.

(6) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 36-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).

(7) The service-based condition for these RSUs is satisfied in equal monthly installments after each month of continuous service during the 14-month period following December 15, 2025 (2,802,173 shares underlying the original grant on March 14, 2023 already vested as of December 31, 2025).

(8) 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 February 15, 2027 (108,997 shares underlying the original grant on March 11, 2024 already vested as of December 31, 2025).

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

1,845,020 of these RSUs in equal quarterly installments during the 36-month period following November 15, 2025 (461,254 shares underlying the original grant on July 15, 2025 already vested as of December 31, 2025);

123,002 of these RSUs in equal quarterly installments during the 12-month period following November 15, 2025;

and 748,363 of these RSUs in equal quarterly installments during the 12-month period following November 15, 2027.

(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.

(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 November 15, 2025.

(11) 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 November 15, 2025 (22,265 shares underlying the original grant on May 10, 2023 already vested as of December 31, 2025).

(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).

(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.

(12) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 3-month period following November 15, 2025 (6,357 shares underlying the original grant on February 3, 2025 already vested as of December 31, 2025).

(13) 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, 2025 (5,125 shares underlying the original grant on May 12, 2025 already vested as of December 31, 2025).

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

30,394 of these RSUs in equal quarterly installments during the 33-month period following November 15, 2025 (2,763 shares underlying the original grant on September 10, 2025 already vested as of December 31, 2025);

and 9,420 of these RSUs in equal quarterly installments during the 9-month period following November 15, 2025 (3,139 shares underlying the original grant on September 10, 2025 already vested as of December 31, 2025).

(15) The service-based condition for these RSUs is satisfied in equal quarterly installments after each quarter of continuous service during the 36-month period following November 15, 2025.

Option Exercises and Stock Vested

6 unchanged sentences

Derek Andersen 725,427 6,123,806

Zachary Briers — —

1,736,743 16,491,793

Rebecca Morrow 131,134 1,115,813

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Andersen’s annual base salary as of December 31, 2025 was $1,000,000.

Zachary Briers

In November 2025, we entered into an offer letter agreement with Zachary Briers, our General Counsel, with respect to his employment with us.

Briers’s annual base salary as of December 31, 2025 was $1,000,000.

In February 2025, Mr.

Mohan was promoted to Chief Business Officer.

In May 2025, we entered into an amended and restated offer letter with Mr.

Mohan with respect to his continuing employment with us.

Mohan’s base salary as of December 31, 2025 was $1,000,000.

Rebecca Morrow

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In July 2017, we entered into an offer letter agreement with Michael O’Sullivan, our General Counsel, with respect to his employment with us.

O’Sullivan’s annual base salary as of December 31, 2024 was $1,000,000.

O’Sullivan’s annual base salary under the letter agreement was $1,000,000.

In September 2025, Mr.

O’Sullivan notified us of his intent to leave the Company on December 31, 2025.

O’Sullivan’s duties and responsibilities were transitioned to Zachary Briers, our new General Counsel, by November 19, 2025.

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

Young’s annual base salary as of December 31, 2024 was $1,000,000.

Young’s annual base salary under the letter agreement was $1,000,000.

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.

Young served as Senior Vice President of Engineering until August 15, 2025.

Potential Payments upon Termination, Change in Control, or Death

8 unchanged sentences

Derek Andersen 16,943,393

Zachary Briers

Rebecca Morrow 1,545,946

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The maximum number of shares of our Class A common stock available for future issuance under our 2017 Plan as of December 31, 2025 is 96,392,672.

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.

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Under the 2017 Plan, a change in control is defined to include:

(1) the acquisition by any person or company 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) a sale, lease, exclusive license, or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the board of directors.

substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders, and (4) an unapproved change in the majority of the board of directors.

Plan Amendment or Termination .

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In addition, the ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component.

In particular,

where such purchase rights are granted to employees who are foreign nationals or employed or located outside the United States, our board of directors may adopt rules that are beyond the scope of Section 423 of the Code.

In particular, where such purchase rights are granted to employees who are foreign nationals or employed or located outside the United States, our board of directors may adopt rules that are beyond the scope of Section 423 of the Code.

Share Reserve .

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

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

director compensation policy or each non-employee director’s initial election to serve on the board of directors.

Previously owned and vested stock and shares held in trust for the benefit of the non-employee director or his or her immediate family members are counted for purposes of determining stock ownership.

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In 2025, we paid fees and made equity awards to our non-employee directors.

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.

We granted each non-employee director serving as of August 7, 2025 RSUs for 33,157 shares of Class A common stock under our 2017 Plan, for which the service-based vesting condition will be fully satisfied on August 2, 2026.

McRae, who joined the board in December 2025, was granted RSUs for 20,653 shares of Class A common stock under our 2017 Plan, for which the service-based vesting condition will be fully satisfied on August 2, 2026.

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.

8 unchanged sentences

75,000 250,004 325,004

Matthew McRae (3)

5,707 166,670 172,377

75,000 250,004 325,004

Patrick Spence

4 unchanged sentences

135,000 250,004 385,004

Jim Lanzone (5)

22,622 235,870 258,492

(1) Amounts reported represent the aggregate grant date fair value of RSUs granted during 2025 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.

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

Amounts reported represents (a) $1 for his annual base salary as an employee, (b) $881,427 for security for Mr.

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

Murphy, (d) $35,883 of imputed income relating to incremental costs of family or guests accompanying Mr.

Murphy, (c) $2,200 in contributions by the Company to Mr.

Murphy’s health savings account, (d) $2,407 of imputed income relating to incremental costs of family or guests accompanying Mr.

Murphy on business flights that Mr.

Murphy cannot reimburse under the Federal Aviation Regulations, and (e) $179,179 in incremental costs for personal flights not reimbursed by Mr.

(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.

McRae joined the board of directors on December 4, 2025.

(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, 2025, the aggregate number of shares underlying stock awards and option awards for each of our non-employee directors was:

Name Unvested

Awards Outstanding

Michael Lynton 33,157 33,157 65,553

2 unchanged sentences

Liz Jenkins 33,157 33,157 21,896

33,157 55,472 —

Matthew McRae

20,653 20,653 —

Miller 33,157 56,558 65,553

2 unchanged sentences

Fidel Vargas 33,157 56,558 18,908

(1) Outstanding options awards are fully vested.

(1) Certain directors have elected to defer settlement of vested RSUs.

(2) Outstanding option awards are fully vested.

In 2025, 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.

In 2025, the compensation committee consisted of Mr.

Spence, and Ms.

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

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dollars using the exchange rate as of October 1, 2025.

The pay ratio above represents our reasonable estimate calculated in a manner consistent with the SEC rules, which allow for significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company.

different methodology and make different assumptions particular to that company.

As a result, and as explained by the SEC when it adopted the pay ratio rules, the ratio was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand our compensation practices and pay ratio disclosures.

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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.

16 unchanged sentences

329,236 * — * — * *

Ajit Mohan (5)

1,805,087 * — * — * *

Zachary Briers (6)

249,066 * — * — * *

Michael O’Sullivan (7)

10 unchanged sentences

54,402 * — * — * *

Jim Lanzone (13)

22,315 * — * — * *

Matthew McRae (14)

— * — * — * *

205,248 * — * — * *

Patrick Spence (16)

4 unchanged sentences

69,459 * — * — * *

Jim Lanzone (14)

— — — — — — —

All directors and executive officers as a group (18 persons) (19)

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(3) Includes 33,572 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2025.

(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.

(4) Includes 37,622 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2025.

(5) Includes 294,015 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2025.

(6) Includes 249,066 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2025.

(7) Includes (a) 515,307 shares of Class A common stock held in trust for which Mr.

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

O’Sullivan’s immediate family for which Mr.

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

(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.

Young served as Senior Vice President of Engineering until August 15, 2025.

(9) Includes (a) 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2025, (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.

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

Lynton’s immediate family for which Mr.

3 unchanged sentences

(12) Includes 21,896 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2025.

(13) Includes 22,315 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

McRae joined the board of directors on December 4, 2025.

(15) Includes (a) 65,553 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2025, and (b) 23,401 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

2 unchanged sentences

(18) Includes (a) 18,908 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2025, 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.

FMR LLC reported as a parent holding company that certain of its subsidiaries have sole dispositive power with respect to 209,171,777 shares of Class A common stock and sole voting power with respect to 201,486,770 shares of Class A common stock.

FMR LLC reported that Fidelity Management & Research Company LLC beneficially owns 5% or greater of the outstanding shares of Class A common stock.

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

(19) Consists of (a) 96,058,684 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 directors and named executive officers or for which they serve as trustees, (b) RSUs for 614,275 shares of Class A common stock for which the service-based vesting condition would be satisfied within 60 days of December 31, 2025, (c) 332,912 shares of Class A common stock issuable upon exercise of stock options exercisable within 60 days of December 31, 2025, and (d) 170,419 shares of Class A common stock issuable upon settlement of vested deferred RSUs.

(20) Based on information reported by FMR LLC on Schedule 13G/A filed with the SEC on September 8, 2025.

FMR LLC reported that it has sole dispositive power with respect to 96,806,403 shares of Class A common stock and sole voting power with respect to 83,045,613 shares of Class A common stock.

FMR LLC reported that Abigail P.

Johnson, Director, the Chairman and the Chief Executive Officer of FMR LLC, beneficially owns 96,806,403 shares of Class A common stock, has sole voting power with respect to 0 shares of Class A common stock, shared voting power with respect to 0 shares of Class A common stock, sole dispositive power with respect to 96,806,403 shares, and shared dispositive power with respect to 0 shares of Class A common stock.

The address of such stockholders is 245 Summer Street, Boston, Massachusetts 02210.

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

3 unchanged sentences

Box 2681, Grand Cayman KY1-1111 Cayman Islands.

(18) Based on information reported by The Vanguard Group on Schedule 13G filed with the SEC on February 13, 2024.

The Vanguard Group reported that it has sole voting power with respect to 0 shares of Class A common stock, sole dispositive power with respect to 94,246,527 shares of Class A common stock, and shared dispositive power with respect to 1,071,174 shares of Class A common stock.

(22) Based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 13, 2024.

The Vanguard Group reported that it has sole voting power with respect to 0 shares of Class A common stock, shared voting power with respect to 402,185 shares of Class A common stock, sole dispositive power with respect to 94,246,527 shares of Class A common stock, and shared dispositive power with respect to 1,071,174 shares of Class A common stock.

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

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

Our general counsel, Zachary Briers, is a former attorney at Munger.

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

For the year ended December 31, 2025, total services provided by Munger were approximately $52.3 million.

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

Gibson, Dunn & Crutcher LLP

3 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 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.

In the ordinary course of business, we obtained services from affiliates of FMR LLC related to our 401(k) plan.

FMR LLC and its affiliates held 5% or more of our Class A common stock as of December 31, 2025.

For the year ended December 31, 2025, total services provided by affiliates of FMR LLC were approximately $0.4 million.

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

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

The lease has a one-year term,

which is automatically extended for successive one-year periods unless terminated by either party.

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

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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.

Department of Angels Foundation

In February 2025, Mr.

Spiegel and Mr.

Murphy established the Department of Angels Foundation, which is not one of our consolidated entities, to support the Los Angeles community impacted by the 2025 fires.

In 2025, certain of our employees assisted the Department of Angels Foundation with formation matters, and we pledged $3.0 million, of which $2.0 million was contributed in 2025.

Indemnification Agreements

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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 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 2025 transactions where the applicable policy was not followed.

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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 to thi s Form 10-K )

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 this Form 10-K)

8-K 001-38017 4.2 August 9, 2019

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8-K 001-38017 4.2 February 11, 2022

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

Bank Trust Company , National Association , as Trust ee

Indenture, dated May 13, 2024, by and between Snap Inc.

Bank Trust Company, National Association, as Trustee

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 )

Form of Global Note, representing Snap Inc.

’ s 0.50% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.13 to this Form 10-K)

001-38017 4.1

4.15 Indenture, dated February 14, 2025, by and between Snap Inc.

Bank Trust Company, National Association, as Trustee

8-K 001-38017 4.1 February 18, 2025

4.16 Form of Global Note, representing Snap Inc.’s 6.875% Senior Notes due 2033 (included as Exhibit A to the Indenture filed as Exhibit 4.1 5 to this Form 10-K )

8-K 001-38017 4.2 February 18, 2025

4.17 Indenture, dated August 12, 2025, by and between Snap Inc.

Bank Trust Company, National Association, As Trustee

8-K 001-38017 4.1 August 12, 2025

4.18 Form of Global Note, representing Snap Inc.’s 6.875% Senior Notes due 2034 (included as Exhibit A to the Indenture filed as Exhibit 4.1 7 to this Form 10-K )

8-K 001-38017 4.1 August 12, 2025

2017 Equity Incentive Plan

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S-1 333-215866 10.12 February 2, 2017

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

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

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

Amendment to Co-Founder Agreement among Snap Inc., Evan Spiegel, and the other Holders signatory thereto, made as of May 16, 2024

001-38017 10.1

1 unchanged sentence

8-K 001-38017 10.2 July 21, 2022

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

Amendment to Co-Founder Agreement among Snap Inc., Robert Murphy, and the other Holders signatory thereto, made as of May 16, 2024

001-38017 10.2

2 unchanged sentences

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.

11 unchanged sentences

Offer Letter, by and between Snap Inc.

and Eric Young, dated April 14, 2023

and Ajit Mohan, dated May 8, 2025

10-Q 001-38017 10.1 August 5, 2025

Offer Letter, by and between Snap Inc.

and Zachary Briers dated October 24, 2025

2025 Bonus Program

3 unchanged sentences

10-Q 001-38017 10.2 July 22, 2022

Amendment No.

1 to Revolving Credit Agreement, dated February 12, 2025, by and among Snap Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

8-K 001-38017 10.1 February 18, 2025

Non-Employee Director Compensation Policy

5 unchanged sentences

Insider Trading Policy

21.1 List of Subsidiaries

February 4, 2025

21.1 List of Subsidiaries

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

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

31.1 Certification of the Chief Executive Officer of Snap Inc.

12 unchanged sentences

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

Incorporated by Reference

Number Description Schedule

Number Exhibit Filing Date

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

41 unchanged sentences

Michael Lynton

/s/ Matthew McRae

Director February 4, 2026

Matthew McRae

Director February 4, 2026

/s/ Patrick Spence

6 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