Snap Inc (Form: 8-K, Received: 07/21/2022 16:27:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2022 (July 19, 2022)

SNAP INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38017	45-5452795
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 31st Street Santa Monica, California		90405
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 399-3339

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value
$0.00001 per share

SNAP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As described in more detail below in this Item 1.01 and in Items 5.02 and 5.03, on July 21, 2022, Snap Inc. (the “Company”) entered into a series of transactions that provide for (i) employment agreements (the “Employment Agreements”) with Evan Spiegel and Robert Murphy (each, a “Co-Founder”), pursuant to which Mr. Spiegel will continue to serve as our Chief Executive Officer (“CEO”) and Mr. Murphy will continue to serve as our Chief Technology Officer (“CTO”) for an initial term ending on January 1, 2027, during which they each have agreed to devote substantially all of their professional time to the Company, subject to certain conditions, (ii) the future declaration and payment of a special dividend of one share of Class A common stock on each outstanding share of Snap’s common stock (the “Special Dividend”), which Special Dividend shall not be declared and paid until the later of June 30, 2023 and the first business day following the date on which the 65-Day VWAP (as defined below) equals or exceeds $40 per share, and (iii) additional agreements to be entered into with Messrs. Spiegel and Murphy and certain of their respective affiliates (the “Co-Founder Agreements”) which provide for, among other things, (a) the Co-Founders being required 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 Co-Founder of shares of Class A common stock received in the Special Dividend, (b) conversion of a Co-Founder’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 Co-Founder’s Base Class C Common Stock (as such term is defined in our Amended and Restated Certification of Incorporation) and (c) in the event of any sale or liquidation of the Company 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.

Special Dividend

On July 19, 2022, our board of directors, after receiving the recommendation of a special committee of the board of directors (the “Special Committee”), determined that it is advisable and in our best interests, and in the best interests of our stockholders (other than Mr. Spiegel and Mr. Murphy and certain of their respective affiliates that hold shares of our capital stock, as to whom no determination was made), to declare and pay a Special Dividend of one share of Class A common stock as a one-time stock dividend on each outstanding share of Snap’s common stock; provided, however, that the Special Dividend shall not be declared until the later of (i) June 30, 2023 and (ii) the first business day following the date on which the 65-Day VWAP (as defined below) equals or exceeds $40 per share, or, if the board of directors so determines, a date that is within five business days after the later of such two dates. “65-Day VWAP” means the average of the volume weighted average price per share of Class A common stock traded on the New York Stock Exchange, or any other national securities exchange on which the shares of Class A common stock are then traded, for each of the 65 trading days ending on, and including, the first trading day immediately preceding the date of determination of the 65-Day VWAP. If the 65-Day VWAP does not exceed $40 per share by July 21, 2032, the Special Dividend will not be declared and paid and the Co-Founder Agreements shall terminate and be of no further force and effect.

Co-Founder Agreements

In connection with the Special Dividend, our board of directors, after receiving the recommendation of the Special Committee, has approved, and on July 21, 2022 we entered into, Co-Founder Agreements with each of Messrs. Spiegel and Murphy and certain of their respective affiliates (generally, trusts and other estate and philanthropic planning vehicles through which Messrs. Spiegel and Murphy hold all or a portion of their shares of Class A common stock, Class B common stock, and Class C common stock), pursuant to which Messrs. Spiegel and Murphy, and certain of their respective affiliates have agreed, subject to certain exceptions, to convert an equal number of shares of Class B common stock or Class C common stock into Class A common stock (“Paired Conversions”) if such Co-Founder were to sell shares of Class A common stock received on shares of Class B common stock or Class C common stock pursuant to the Special Dividend (“Dividend Share Sales”) if: (1) beginning on June 30, 2023 and ending on January 1, 2027, such Co-Founder (or such Co-Founder’s permitted transferees or qualified trustees) were to engage in Dividend Share Sales or (2) such Co-Founder were to engage in Dividend Share Sales beginning on the date (if any) on which the Co-Founder has neither been a director nor an employee of the Company for the Applicable Number of Years (as defined below) (except if he has been terminated by the Company without Cause, has resigned for Good Reason, has died, or has suffered a Disability Event, as such terms are defined in the Co-Founder Agreements), and ending on the date (if any) on which the Co-Founder resumes service with the Company as a director or employee. “Applicable Number of Years” means a continuous period of two years, except that if the Co-Founder is primarily engaged in public service or philanthropic endeavors while separated from the Company, the Applicable Number of Years means a continuous period of five years.

Notwithstanding the foregoing, none of the Paired Conversions described above shall occur upon (x) a sale of shares of Class A common stock which would qualify as a permitted transfer if such sale were made of shares of Class B common stock or shares of Class C common stock or (y) a donation of shares of Class A common stock to a tax-exempt organization or a sale of shares of Class A common stock the net proceeds of which are donated to a tax-exempt organization.

Additionally, pursuant to the Co-Founder Agreements, after giving effect to the Special Dividend, the Class C common stock held by a Co-Founder and his permitted transferees and qualified trustees will be converted into Class B common stock at such time as such Class C common stock represents in the aggregate less than 60% of such Co-Founder’s Base Class C Common Stock (as such term is defined in our Amended and Restated Certification of Incorporation) (with any shares of Class C common stock transferred to the

other Co-Founder and such other Co-Founder’s related entities considered not held by the first Co-Founder for such calculation, except to the extent the first Co-Founder retains voting control over the transferred shares).

Furthermore, the Co-Founder Agreements provide that, in the event of any Liquidation Event (as such term is defined in our Amended and Restated Certification of Incorporation) 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 into which such shares are converted or other consideration paid or otherwise distributed to stockholders of the Company, unless different treatment of each such class is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class treated adversely, voting separately as a class, excluding, in the case of any adverse treatment of the Class A common stock, any shares of Class A common stock held by the Co-Founders, their permitted transferees or their qualified trustees.

The Co-Founder Agreements with Messrs. Spiegel and Murphy may only be amended or waived with the approval of Messrs. Spiegel and Murphy, respectively, and a majority of our independent directors (excluding any party to the Co-Founder Agreements). Should the Special Dividend become payable pursuant to the terms of the Co-Founder Agreements, the Company expects to further amend its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock to permit the Special Dividend to be paid.

The foregoing description of the Co-Founder Agreements is qualified by reference to, and should be read in conjunction with, the full text of the Co-Founder Agreements, which are attached as Exhibits 10.1 and 10.2, respectively, and incorporated by reference.

Item 2.02 Results of Operations and Financial Condition.

On July 21, 2022, Snap Inc. reported financial results for the three and six months ended June 30, 2022. A copy of the press release and the investor letter are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated by reference.

The press release and investor letter are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by Snap Inc., whether made before or after today’s date, regardless of any general incorporation language in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreements

In connection with the Special Dividend and the Co-Founders Agreements, our board of directors, after receiving the recommendation of the Special Committee, has approved, and on July 21, 2022 we entered into, Employment Agreements (the “Employment Agreements”) with each of Messrs. Spiegel and Murphy, pursuant to which Mr. Spiegel will continue to serve as our CEO and Mr. Murphy will continue to serve as our CTO. The Employment Agreements are effective as of January 1, 2022, and will have an initial term of five years (the “Commitment Period”), subject to automatic renewals for successive five year periods unless earlier terminated as provided therein (each subsequent period, a “Renewal Period”).

During the Commitment Period or any Renewal Period, Mr. Spiegel and Mr. Murphy have agreed to devote substantially all of their professional time to the Company, which will comprise a majority of their time during normal working hours, subject to exceptions specifically approved by the board of directors. Notwithstanding this, Mr. Spiegel and Mr. Murphy are entitled to pursue their personal and philanthropic interests, so long as their devotion to those interests comprises less than a majority of their time during normal working hours on a monthly basis and such interests are not competitive with the Company.

Mr. Spiegel and Mr. Murphy will each have an annual salary of $1. In addition, under the Employment Agreements, subject to certain exceptions, we intend to refrain from making any compensatory grants of equity or equity-based awards, or paying any non-perquisite compensation to Mr. Spiegel and Mr. Murphy. During the Commitment Period, Mr. Spiegel and Mr. Murphy will continue to be entitled to (i) perquisites, including those available to senior executive officers of the Company, (ii) participate in the Company’s welfare and retirement benefits, and (iii) certain services related to aircraft and security as set forth in the Company’s existing policies subject to certain exceptions as described in the Employment Agreements

The foregoing description of the Employment Agreements is qualified in its entirety by reference to the full text of the agreements, which are attached as Exhibits 10.3 and 10.4, respectively, and incorporated by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 21, 2022, in connection with the Special Dividend, holders of an aggregate of 231,626,943 shares of our Class C common stock, representing an aggregate of over 99% of the voting power of our outstanding capital stock, acted by written consent to

adopt and approve an amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”). The terms of the Amendment are incorporated herein by reference. A copy of the Amendment is attached as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 20, 2022, we held our 2022 annual meeting of stockholders. That same day, the holders of an aggregate of 231,626,943 shares of our Class C common stock, representing an aggregate of over 99% of the voting power of our outstanding capital stock, acted by written consent to elect the following individuals to our board of directors: Evan Spiegel, Robert Murphy, Michael Lynton, Kelly Coffey, Joanna Coles, Liz Jenkins, Stanley Meresman, Scott D. Miller, Poppy Thorpe, and Fidel Vargas. Each of these individuals will serve until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation, or removal. Additionally, pursuant to this action by written consent, the holders ratified the selection by the audit committee of our board of directors of Ernst & Young LLP as our independent registered accounting firm for the fiscal year ending December 31, 2022.

The information set forth under Item 5.03 of this Form 8-K is incorporated by reference into this Item 5.07.

Item 8.01 Other Events.

On July 21, 2022, Snap Inc. announced its Board of Directors has authorized a stock repurchase program of up to $500 million of its Class A common stock. Repurchases of Class A common stock may be made from time to time, either through open market transactions (including pre-set trading plans) or through other transactions in accordance with applicable securities laws. Repurchases under the program have been authorized for the next 12 months but the program may be modified, suspended, or terminated at any time. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding guidance, our future results of operations or financial condition, our stock repurchase program, future stock dividends, future employment of our executives, business strategy and plans, user growth and engagement, product initiatives, objectives of management for future operations, and advertiser and partner offerings, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this press release.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Current Report on Form 8-K primarily on our current expectations and projections about future events and trends, including our financial outlook, geo-political conflicts, and the COVID-19 pandemic, that we believe may continue to affect our business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: our financial performance; our ability to attain and sustain profitability; our ability to generate and sustain positive cash flow; our ability to attract and retain users, publishers, and advertisers; competition and new market entrants; managing our international expansion and our growth and future expenses; compliance with new laws, regulations, and executive actions; our ability to maintain, protect, and enhance our intellectual property; our ability to succeed in existing and new market segments; our ability to attract and retain qualified and key personnel; our ability to repay outstanding debt; future acquisitions, divestitures or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, and war or other armed conflict, as well as risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in our most recent periodic report filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website at www.sec.gov. Additional information will be made available in Snap Inc.’s periodic report that will be filed with the SEC for the period covered by this Current Report on Form 8-K and other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this Current Report on Form 8-K are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, including future developments related to geo-political conflicts, the COVID-19 pandemic, and macroeconomic conditions, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

3.1

Amendment No. 1 to the Amended and Restated Certificate of Incorporation of Snap Inc., filed July 21, 2022.

10.1		Co-Founder Agreement among Snap Inc., Evan Spiegel, and the other Holders signatory thereto, made as of July 21, 2022.
10.2		Co-Founder Agreement among Snap Inc., Robert Murphy, and the other Holders signatory thereto, made as of July 21, 2022.
10.3		Employment Agreement by and between Snap Inc. and Evan Spiegel, dated July 21, 2022.
10.4		Employment Agreement by and between Snap Inc. and Robert Murphy, dated July 21, 2022.
99.1		Press release dated July 21, 2022.
99.2		Investor Letter dated July 21, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SNAP INC.

Date: July 21, 2022	By:	/s/ Derek Andersen
		Derek Andersen
		Chief Financial Officer

Exhibit 3.1

SNAP INC.

CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

Snap Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that:

1.Section 1.4 of Article V of the Amended and Restated Certificate of Incorporation of the Company is amended and restated in its entirety to read as follows:

“1.4“Base Class C Common Stock” for any Founder means, 32,383,178 shares of Class C Common Stock.”

2.Section 1.7 of Article V of the Amended and Restated Certificate of Incorporation of the Company is amended and restated in its entirety to read as follows:

“1.7“Final Conversion Date” means, following the IPO Date, the date fixed by the Board that is no less than 61 days and no more than 180 days following the date that no shares of Class B Common Stock and Class C Common Stock are outstanding.”

3.Section 1.18(d) of Article V of the Amended and Restated Certificate of Incorporation of the Company is amended and restated in its entirety to read as follows:

“(d) granting a proxy by a Founder to a Qualified Trustee or a person disclosed to the Independent Directors, to exercise dispositive power and/or Voting Control of the shares of Class B Common Stock or Class C Common Stock owned directly or indirectly, beneficially and of record, by such Founder effective either (i) on the death of such Founder or (ii) during any Disability Event of such Founder, including the exercise of such proxy by such person;”

4.Section 1.18(e) of Article V of the Amended and Restated Certificate of Incorporation of the Company is amended and restated in its entirety to read as follows:

“(e) entering into a support or similar voting agreement (with or without granting a proxy) in connection with a Liquidation Event; or”

5.Section 1.18 of Article V of the Amended and Restated Certificate of Incorporation of the Company is amended to add a new subsection (f), which shall read in its entirety as follows:

“(f) entering into that certain Co-Founder’s Agreement, dated July 21, 2022 among the Company, Evan Spiegel and the other signatories thereto, and that certain Co-Founder’s Agreement, dated July 21, 2022 among the Company, Robert Murphy and the other signatories thereto, and the taking of any actions by a Founder or any other signatory thereto as contemplated by such agreements.”

6.The foregoing Certificate of Amendment has been duly approved by the required vote of the stockholders in accordance with Section 228 of the Delaware General Corporation Law and has been duly adopted in accordance with Section 242 of the Delaware General Corporation Law.

The Company has caused this Certificate to be executed by a duly authorized officer of the Company on the date set forth below.

-2-

Executed on July 21, 2022

SNAP INC.

By: /s/ Evan Spiegel

Name: Evan Spiegel

Title: Chief Executive Officer

-3-

Exhibit 10.1

Execution Version

CO-FOUNDER’S AGREEMENT

This Co-Founder’s Agreement (this “Agreement”) is made as of July 21, 2022 (the “Effective Date”), among Snap Inc., a Delaware corporation (the “Company”), Evan Spiegel (“Co-Founder”), and the other Holders signatory hereto (each, a “Party” and collectively the “Parties”). Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.

RECITALS

WHEREAS, as of the Effective Date, the Amended and Restated Certificate of Incorporation authorizes the Company to issue up to 3,000,000,000 shares of the Company’s Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”);

WHEREAS, the Company’s Dividend Policy as set forth in its Registration Statement on Form S-1 related to its initial public offering of Class A Common Stock and in its subsequent Annual Reports on Form 10-K states that the Company, from time to time, may pay a special stock dividend in the form of newly issued shares of Class A Common Stock, which per the terms of the Amended and Restated Certificate of Incorporation shall be paid equally to all stockholders;

WHEREAS, the Company’s Board of Directors (the “Board”) intends to declare, no earlier than June 30, 2023, a dividend of one (1) newly issued share of Class A Common Stock (such dividend, the “Stock Dividend”, and such shares of Class A Common Stock issued pursuant to the Stock Dividend, the “Dividend Shares”) on each share of the Company’s Class A Common Stock, each share of the Company’s Class B Common Stock, par value $0.00001 per share (the “Class B Common Stock”) and each share of the Company’s Class C Common Stock, par value $0.00001 per share (the “Class C Common Stock”, and together with the Class A Common Stock and the Class B Common Stock, the “Common Stock”); provided, however, that the Board has determined that, as conditions to its declaring the Stock Dividend, the Holders shall have entered into this Agreement with the Company and the Dividend Declaration Condition shall have been satisfied; and

WHEREAS, in order to facilitate implementation of the Stock Dividend, the Holders and the Company desire to agree to certain matters with respect to the declaration and payment of the Stock Dividend and the ownership and transfer of shares of Common Stock by the Holders, including a requirement that, under certain circumstances described herein and subject to the terms and conditions of this Agreement, a Holder must convert a share of Class B Common Stock or Class C Common Stock, as the case may be, into a share of Class A Common Stock if such Holder were to Sell (as defined below) a Dividend Share received on such share of Class B Common Stock or Class C Common Stock.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, agreements and covenants set forth herein, and for other good and valuable consideration the receipt and adequacy of which the Parties acknowledge, the Parties hereby agree as follows:

48846036.12

1.Certain Definitions. As used in this Agreement, the following terms have the following respective meanings:

“Amended and Restated Certificate of Incorporation” shall mean the Company’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on the Effective Date.

“Base Class C Common Stock” shall have the meaning set forth in Article V, Section 1.4 of the Amended and Restated Certificate of Incorporation.

“Cause” shall mean (i) the Co-Founder’s conviction of a felony, or crime of moral turpitude, under United States law; (ii) the Co-Founder’s intentional, material violation of any of his obligations to Company under his Confidential Information and Inventions Assignment Agreement with the Company, his letter of employment with the Company or this Agreement; or (iii) the Co-Founder’s willful misconduct in the performance of his duties as Chief Executive Officer; in each case under the foregoing clauses (i), (ii) and (iii), only (x) if such Cause event results in material damage to the Company and its subsidiaries, taken as a whole and (y) after the Board of Directors provides the Co-Founder with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) and the Co-Founder fails to cure the same (to the extent capable of cure) within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, if the Co-Founder’s act or failure to act was done, or omitted to be done, in good faith with the reasonable belief that such act or omission was in or not opposed to the best interests of the Company, such act or failure to act shall not be the basis of a Cause event. Any act or failure to act based on authority given by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Co-Founder in good faith with the reasonable belief that such act or omission was in or not opposed to the best interests of the Company.

“Conversion Period” shall mean either of the below periods of time:

(i)beginning on June 30, 2023 and ending on January 1, 2027; or

(ii)beginning on the date (if any) on which the Co-Founder has neither been a director nor an employee of the Company for the Applicable Number of Years (except if he has been terminated by the Company without Cause, has resigned for Good Reason, has died or has suffered a Disability Event), and ending on the date (if any) on which the Co-Founder resumes service with the Company as a director or employee. For purposes of this definition, the “Applicable Number of Years” shall mean a continuous period of two (2) years, except that if the Co-Founder is primarily engaged in public service or philanthropic endeavors (including, without limitation, being primarily engaged in activity as (A) a director, executive or employee of one or more Tax-Exempt Organizations or (B) a public servant or a candidate or nominee for such position) while separated from the Company, the Applicable Number of Years shall mean a continuous period of five (5) years; provided that the Applicable Number of Years may be extended with the approval of a majority of the Independent Directors;

provided, however, no Conversion Period shall commence prior to the declaration and payment of the Stock Dividend.

“DGCL” shall mean the General Corporation Law of the State of Delaware, as the same shall be in effect from time to time.

“Disability Event” shall have the meaning set forth in Article V, Section 1.6 of the Amended and Restated Certificate of Incorporation with respect to the Co-Founder.

“Dividend Declaration Condition” shall mean that, as of any determination date, the 65-Day VWAP calculated as of such date equals or exceeds $40 per share (as adjusted to take into account any stock split, stock dividend or similar event occurring from the date of this Agreement to such determination date). As used herein, “65-Day VWAP” shall mean the average of the volume weighted average price per share of Class A Common Stock traded on the New York Stock Exchange, or any other national securities exchange on which the shares of Class A Common Stock are then traded, for each of the sixty-five (65) trading days ending on, and including, the first trading day immediately preceding the date of determination of the 65-Day VWAP.

“Dividend Declaration Date” shall mean the later of (i) June 30, 2023 and (ii) the first business day following the date on which the Dividend Declaration Condition has been satisfied, or, if the Board of Directors so determines, a date that is within five (5) business days after the later of such two dates.

“Good Reason” shall mean, without the Co-Founder’s prior written consent, (i) material reduction in the perquisites or other compensation provided for or to the Co-Founder; (ii) a diminution in the Co-Founder’s title or a material diminution in the Co-Founder’s authorities, duties or responsibilities; (iii) a change in the Co-Founder’s reporting relationship such that the Co-Founder is no longer reporting directly to the Board of Directors; (iv) a material breach by the Company of any of its obligations to the Co-Founder under the Confidential Information and Inventions Assignment Agreement between the Co-Founder and the Company, the Co-Founder’s letter of employment with the Company or this Agreement; (v) failure or refusal of a successor to the Company to materially assume the Company’s obligations under the Confidential Information and Inventions Assignment Agreement between the Co-Founder and the Company, the Co-Founder’s letter of employment with the Company or this Agreement; or (vi) relocation of the Co-Founder’s principal place of employment to a facility more than twenty-five (25) miles from the Company’s current Santa Monica, California offices (other than any relocation caused or agreed to by such Co-Founder); in each case under the foregoing clauses (i) through (vi), that is not cured within thirty (30) days of written notice to the Chairperson of the Board of Directors of the Company, and the Co-Founder actually terminates the Co-Founder’s employment with the Company within ninety (90) days after the end of such thirty (30)-day cure period.

“Holder” means the Co-Founder and the other signatories to this Agreement (other than the Company), and any other person or entity that is required to be a party to this Agreement.

“Independent Directors” shall have the meaning set forth in Article V, Section 1.9 of the Amended and Restated Certificate of Incorporation.

“Liquidation Event” shall have the meaning set forth in Article V, Section 1.11 of the Amended and Restated Certificate of Incorporation.

“Parties” shall mean the Company and the Holders.

“Permitted Transfer” shall have the meaning set forth in Article V, Section 1.14 of the Amended and Restated Certificate of Incorporation (it being understood and agreed that references therein (or in defined terms used therein) to shares of “Class B Common Stock” or “Class C Common Stock” shall be deemed to refer also to shares of Class A Common Stock for purposes of the term “Permitted Transfer” as used in this Agreement).

“Permitted Transferee” shall have the meaning set forth in Article V, Section 1.15 of the Amended and Restated Certificate of Incorporation (it being understood and agreed that references therein (or in defined terms used therein) to shares of “Class B Common Stock” or “Class C Common Stock” shall be deemed to refer also to shares of Class A Common Stock for purposes of the term “Permitted Transferee” as used in this Agreement).

“person” shall mean any individual, general or limited partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

“Qualified Trustee” shall have the meaning set forth in Article V, Section 1.17 of the Amended and Restated Certificate of Incorporation (it being understood and agreed that references therein (or in defined terms used therein) to shares of “Class B Common Stock” or “Class C Common Stock” shall be deemed to refer also to shares of Class A Common Stock for purposes of the term “Qualified Trustee” as used in this Agreement).

“Robert Murphy Related Party” shall mean (i) Robert Murphy, (ii) any person who meets the requirements of any of clauses (a) through (f) of Article V, Section 1.14 of the Amended and Restated Certificate of Incorporation with respect to Robert Murphy, and (iii) Robert Murphy’s Qualified Trustees.

“Sell,” “Sold” or “Sale” with respect to a share of Common Stock by a Holder shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of a pecuniary interest in such share by such Holder, whether or not for value and whether voluntary or involuntary or by operation of law; provided, however that none of the events which are exempt from the definition of “Transfer” under Article V, Section 1.18 of the Amended and Restated Certificate of Incorporation shall be considered a “Sale” within the meaning of this Agreement (it being understood and agreed that any references in the aforesaid Article V, Section 1.18 (or in defined terms used therein) to shares of “Class B Common Stock” or “Class C Common Stock” shall be deemed to refer also to shares of Class A Common Stock for purposes of determining events that shall not be considered a “Sale” as used in this Agreement by reason of their being exempt from the definition of “Transfer” under Article V, Section 1.18 of the Amended and Restated Certificate of Incorporation).

“Tax-Exempt Organization” shall mean any organization that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code of 1986, as amended.

“Transfer” shall have the meaning set forth in Article V, Section 1.18 of the Amended and Restated Certificate of Incorporation (it being understood and agreed that any references therein (or in defined terms used therein) to shares of “Class B Common Stock” or “Class C Common Stock” shall be deemed to refer also to shares of Class A Common Stock for purposes of the term “Transfer” as used in this Agreement).

“Voting Control” shall have the meaning set forth in Article V, Section 1.19 of the Amended and Restated Certificate of Incorporation.

2.Declaration of Stock Dividend. The Company hereby agrees to declare the Stock Dividend on the Dividend Declaration Date. The Stock Dividend shall be paid within thirty (30) days after the Dividend Declaration Date to stockholders of record as of the record date for the Stock Dividend, which record date shall be set by the Board of Directors in accordance with the DGCL. The Dividend Shares shall be duly authorized, validly issued, fully paid and non-assessable. Prior to the Dividend Declaration Date, subject to the approval of a majority of the voting power of the Company’s outstanding stock, the Company shall cause to be amended the Amended and Restated Certificate of Incorporation if necessary to authorize a sufficient number of shares of Class A Common Stock to permit payment of the Stock Dividend.

3.Conversion Requirement.

(a)The Holders agree that (i) in the event a Holder Sells during any Conversion Period a Dividend Share received on a share of Class B Common Stock, such Holder shall, within ten (10) business days following such Sale, be required to convert such share of Class B Common Stock into a share of Class A Common Stock and (ii) in the event a Holder Sells during any Conversion Period a Dividend Share received on a share of Class C Common Stock, such Holder shall within ten (10) business days following such Sale be required to convert such share of Class C Common Stock into one share of Class A Common Stock, unless, in the case of clauses (i) or (ii), a majority of the Independent Directors otherwise approves upon written request of Holder provided at least five (5) business days prior to any such Dividend Share conversion (the requirement described in this Section 3(a), the “Conversion Requirement”). In the event a share of Class B Common Stock or Class C Common Stock on which a Dividend Share was received is converted into a share of Class A Common Stock (whether in connection with a Transfer that was not a Permitted Transfer or otherwise) prior to any Sale of such Dividend Share, the Conversion Requirement will be deemed satisfied with respect to any Sale of such Dividend Share. In addition, a Holder will be deemed to satisfy the Conversion Requirement with respect to a Dividend Share if such Holder or another Holder converts a share of Class B Common Stock or Class C Common Stock, as applicable, into a share of Class A Common Stock in lieu of the share of Class B Common Stock or Class C Common Stock on which such Dividend Share was received within ten (10) business days following the Sale of such Dividend Share. Notwithstanding any other provision of this Agreement to the contrary, the Conversion Requirement shall not apply to any Sale (i) that would meet the requirements of a Permitted Transfer or (ii) (x) that constitutes a donation of Dividend Shares to a Tax-Exempt Organization or (y) the net proceeds of which are donated to a

Tax-Exempt Organization. Furthermore, a Holder shall be deemed for purposes of this Agreement to have converted a share of Class B Common Stock or Class C Common Stock into a share of Class A Common Stock if such Holder shall have submitted an irrevocable election to the Company or its transfer agent to effectuate such conversion.

(b)Except as expressly set forth in this Section 3, this Agreement shall not limit or restrict any Holder’s ability to Transfer any shares of Class A Common Stock, Class B Common Stock or Class C Common Stock (subject to the terms and conditions of the Amended and Restated Certificate of Incorporation).

(c)For all purposes of this Agreement, a Holder who Sells any shares of Class A Common Stock during the term of this Agreement shall be deemed for purposes of this Agreement, unless, in any case, the applicable Holder otherwise instructs in writing (and a copy of such instruction shall be provided to the Company following any such Sale), to Sell (i) first, shares of Class A Common Stock other than the Dividend Shares, (ii) second, Dividend Shares received on such Holder’s shares of Class A Common Stock pursuant to the Stock Dividend, (iii) third, Dividend Shares received on such Holder’s shares of Class B Common Stock pursuant to the Stock Dividend, and (iv) fourth, Dividend Shares that were received on such Holder’s shares of Class C Common Stock pursuant the Stock Dividend. In the event of any Transfer of shares of Class A Common Stock by a Holder not addressed by this Section 3(c), such Holder shall notify the Company in writing which shares of Class A Common Stock have been Transferred, such notice to be provided following any such Transfer.

4.Conditions Requiring Conversion of All Class C Common Stock. Notwithstanding Article V, Section 6(a)(iii) of the Amended and Restated Certificate of Incorporation, subject to the payment of and after giving effect to the Stock Dividend, each share of Class C Common Stock held by the Co-Founder and the Co-Founder’s Permitted Transferees and Qualified Trustees will be convertible into Class B Common Stock at such time as such Class C Common Stock represents in the aggregate less than 60% of the Co-Founder’s Base Class C Common Stock (as defined in the Amended and Restated Certificate of Incorporation); provided, however, for purposes of determining the percentage of such Co-Founder’s Base Class C Common Stock under this Section 4, the number of shares of Class C Common Stock held by the Co-Founder and the Co-Founder’s Permitted Transferees and Qualified Trustees shall exclude any shares of Class C Common Stock that have been Sold by the Co-Founder or the Co-Founder’s Permitted Transferees or Qualified Trustees to a Robert Murphy Related Party at the applicable time of determination, unless the Co-Founder retains Voting Control over such shares of Class C Common Stock at the applicable time of determination.

5.Equal Status . Notwithstanding anything to the contrary in Article V, Section 4 of the Amended and Restated Certificate of Incorporation, the Company shall not approve any Liquidation Event, and the Holders shall not vote in favor of any Liquidation Event, unless the shares of Class A Common Stock, Class B Common Stock, and Class C Common Stock are treated equally and ratably, on a per share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed in respect of such shares to stockholders of the Company, unless different treatment of each such class is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class treated adversely, voting separately as a class, excluding, in the case of any adverse

treatment of the Class A Common Stock, any shares of Class A Common Stock held by the Holders and any Robert Murphy Related Party; provided, however, that for the avoidance of doubt, consideration to be paid or received by a holder of Common Stock in connection with any Liquidation Event pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be “consideration” for purposes of this Section 5.

6.Scope of this Agreement. This Agreement shall not in any way constitute an amendment, modification, supplement or waiver of any right, preference, privilege, term or provision set forth or contained in the Amended and Restated Certificate of Incorporation.

7.Effectiveness; Termination.

(a)Section 1, Section 2, Section 6, Section 7 and Section 8 of this Agreement shall become effective on the Effective Date. Section 3, Section 4 and Section 5 of this Agreement shall only become effective if the Stock Dividend is paid on the terms and subject to the conditions of this Agreement, including that it has been paid on each share of Common Stock outstanding as of the record date for determining the holders of Common Stock entitled to payment of the Stock Dividend. Unless earlier terminated as set forth in Section 7(b) or Section 7(c) below, this Agreement shall terminate automatically and without further action by any Party at such time as the Co-Founder and his Permitted Transferees and Qualified Trustees cease to own any shares of Class C Common Stock or Class B Common Stock following the payment of the Stock Dividend (including as a result of the occurrence of the Final Conversion Date (as defined in the Amended and Restated Certificate of Incorporation)).

(b)This Agreement may be terminated at any time, by a written instrument executed by each of the Holders and that has been approved by a majority of the Independent Directors and executed on behalf of the Company.

(c)This Agreement shall terminate automatically and without further action by any Party if the Dividend Declaration Condition has not been satisfied on or before the tenth (10^th) anniversary of the Effective Date.

8.Miscellaneous.

(a)Joinder. During the term of this Agreement, in the event a Holder Transfers shares of Common Stock to a person that meets the requirements of a Permitted Transferee or Qualified Trustee, the Holder shall cause such person to become a party to this Agreement as a “Holder” and shall deliver to the Company a duly executed counterpart signature page in connection with such Transfer.

(b)Successors and Assigns; No Third Party Beneficiaries. Except as expressly provided in Section 8(a) with respect to a Transfer of shares of Common Stock by a Holder to a person that meets the requirements of a Permitted Transferee or Qualified Trustee, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or transferred (whether by operation of law or otherwise) by the Company, on the one hand, or any Holder, on the other hand, without the prior written consent of the Holders or the Company, respectively, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that the Company may assign or transfer this agreement to

a successor entity in connection with any merger, consolidation, reorganization or business combination transaction. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.

(c)Entire Agreement. This Agreement, together with the Amended and Restated Certificate of Incorporation, constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof.

(d)Amendment and Waiver. This Agreement may be amended, modified or supplemented only by a written instrument that has been executed by each of the Holders and that has been approved by a majority of the Independent Directors and executed on behalf of the Company. Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, has been approved by a majority of the Independent Directors. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(e)Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (i) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (ii) if sent by nationally recognized overnight air courier, one (1) business day after mailing; (iii) if otherwise actually personally delivered, when delivered; and (iv) if sent by email (without receipt of any delivery failure notice), upon sending (provided that a confirmation copy is also given by another method of delivery prescribed herein within two (2) business days after transmission), provided, however, that such notices, requests, demands and other communications are delivered (or in the case of email, addressed) to the address set forth below, or to such other address as any Party shall provide by like notice to the other Party:

If to the Company, to:

Snap Inc.
3000 31^st Street, Santa Monica, CA 90405
Email: legalnotice@snap.com
Attention: General Counsel

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52^nd Street, New York, NY 10019
Email: mgordon@wlrk.com and azpreiss@wlrk.com
Attention: Mark Gordon and Alison Zieske Preiss

If to a Holder, to:

Evan Spiegel

c/o Snap Inc.
3000 31^st Street, Santa Monica, CA 90405
Email:

with a copy (which shall not constitute notice) to:

Munger, Tolles & Olson LLP
350 South Grand Avenue, 50^th Floor, Los Angeles, CA 90071
Email: jennifer.broder@mto.com
Attention: Jennifer M. Broder

(f)Governing Law; WAIVER OF JURY TRIAL. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to the conflict of laws principles thereof which would result in the application of the laws of any other jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent neither of the aforesaid courts have jurisdiction, the Superior Court of the State of Delaware, and any appellate court therefrom, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the Parties hereby agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 8(e). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by applicable law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g)Equitable Remedies. Each Party acknowledges and agrees that the other Party would be irreparably damaged in the event that any of the terms or provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Therefore, notwithstanding anything to the contrary set forth in this Agreement, each Party hereby agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of any of the terms or provisions of this Agreement, and to enforce specifically the performance by such first Party under this Agreement, and each Party hereby agrees to waive the defense in any such suit that the other Party has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and hereby agrees to waive any requirement to post any bond in connection with obtaining such relief. The equitable remedies described in this Section 8(g) shall be in addition to, and not in lieu of, any other remedies at law or in equity that the Parties may elect to pursue. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any other rights or remedies which the Parties may have hereunder or may otherwise have at law or in equity.

(h)Severability. In the event that any one or more of the terms or provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement so long as the absence by reason of invalidity, illegality or unenforceability of such terms or provisions does not materially adversely affect any Party, and the Parties shall use their commercially reasonable efforts to substitute one or more valid, legal and enforceable terms or provisions into this Agreement which, insofar as practicable, implement the purposes and intent of this Agreement and which are not materially adverse to any Party. Any term or provision of this Agreement held invalid or unenforceable only in part, degree or within certain jurisdictions shall remain in full force and effect to the extent not held invalid or unenforceable to the extent consistent with the intent of the Parties as reflected by this Agreement and not materially adverse to any Party. To the extent permitted by applicable law, each Party waives any term or provision of law which renders any term or provision of this Agreement to be invalid, illegal or unenforceable in any respect.

(i)Interpretation. The Section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and have been advised by counsel in connection therewith. In the event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the terms or provisions of this Agreement. For all purposes of and under this Agreement, (i) the word “including” shall be deemed to be immediately followed by the words “without limitation;” (ii) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; and (iii) the terms “hereof,” “herein,” “hereto,” “herewith” and any other words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular term or provision of this Agreement, unless otherwise specified.

(j)Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic signature and by electronic mail or PDF), each

of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

(k)Other Agreements. Notwithstanding anything to the contrary herein, this Agreement shall not supersede or in any way change or modify the proxy agreement between the Co-Founders.

* * * * *

(Signature Pages Follow)

IN WITNESS WHEREOF, the Company and the Co-Founder have executed this Agreement as of the date first above written.


Snap Inc.

By:	/s/ Darcie Henry
	Name: Darcie Henry
	Title: Chief Human Resources Officer


Co-Founder


/s/ Evan Spiegel

Evan Spiegel

Exhibit 10.2

Execution Version

CO-FOUNDER’S AGREEMENT

This Co-Founder’s Agreement (this “Agreement”) is made as of July 21, 2022 (the “Effective Date”), among Snap Inc., a Delaware corporation (the “Company”), Robert Murphy (“Co-Founder”), and the other Holders signatory hereto (each, a “Party” and collectively the “Parties”). Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.

RECITALS

AGREEMENT

49554262.1

1.Certain Definitions. As used in this Agreement, the following terms have the following respective meanings:

“Base Class C Common Stock” shall have the meaning set forth in Article V, Section 1.4 of the Amended and Restated Certificate of Incorporation.

“Cause” shall mean (i) the Co-Founder’s conviction of a felony, or crime of moral turpitude, under United States law; (ii) the Co-Founder’s intentional, material violation of any of his obligations to Company under his Confidential Information and Inventions Assignment Agreement with the Company, his letter of employment with the Company or this Agreement; or (iii) the Co-Founder’s willful misconduct in the performance of his duties as Chief Technology Officer; in each case under the foregoing clauses (i), (ii) and (iii), only (x) if such Cause event results in material damage to the Company and its subsidiaries, taken as a whole and (y) after the Board of Directors provides the Co-Founder with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) and the Co-Founder fails to cure the same (to the extent capable of cure) within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, if the Co-Founder’s act or failure to act was done, or omitted to be done, in good faith with the reasonable belief that such act or omission was in or not opposed to the best interests of the Company, such act or failure to act shall not be the basis of a Cause event. Any act or failure to act based on authority given by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Co-Founder in good faith with the reasonable belief that such act or omission was in or not opposed to the best interests of the Company.

“Conversion Period” shall mean either of the below periods of time:

(i)beginning on June 30, 2023 and ending on January 1, 2027; or

provided, however, no Conversion Period shall commence prior to the declaration and payment of the Stock Dividend.

“DGCL” shall mean the General Corporation Law of the State of Delaware, as the same shall be in effect from time to time.

“Disability Event” shall have the meaning set forth in Article V, Section 1.6 of the Amended and Restated Certificate of Incorporation with respect to the Co-Founder.

“Evan Spiegel Related Party” shall mean (i) Evan Spiegel, (ii) any person who meets the requirements of any of clauses (a) through (f) of Article V, Section 1.14 of the Amended and Restated Certificate of Incorporation with respect to Evan Spiegel, and (iii) Evan Spiegel’s Qualified Trustees.

“Holder” means the Co-Founder and the other signatories to this Agreement (other than the Company), and any other person or entity that is required to be a party to this Agreement.

“Independent Directors” shall have the meaning set forth in Article V, Section 1.9 of the Amended and Restated Certificate of Incorporation.

“Liquidation Event” shall have the meaning set forth in Article V, Section 1.11 of the Amended and Restated Certificate of Incorporation.

“Parties” shall mean the Company and the Holders.

“person” shall mean any individual, general or limited partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

“Tax-Exempt Organization” shall mean any organization that is exempt from taxation under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code of 1986, as amended.

“Voting Control” shall have the meaning set forth in Article V, Section 1.19 of the Amended and Restated Certificate of Incorporation.

3.Conversion Requirement.

4.Conditions Requiring Conversion of All Class C Common Stock. Notwithstanding Article V, Section 6(a)(iii) of the Amended and Restated Certificate of Incorporation, subject to the payment of and after giving effect to the Stock Dividend, each share of Class C Common Stock held by the Co-Founder and the Co-Founder’s Permitted Transferees and Qualified Trustees will be convertible into Class B Common Stock at such time as such Class C Common Stock represents in the aggregate less than 60% of the Co-Founder’s Base Class C Common Stock (as defined in the Amended and Restated Certificate of Incorporation); provided, however, for purposes of determining the percentage of such Co-Founder’s Base Class C Common Stock under this Section 4, the number of shares of Class C Common Stock held by the Co-Founder and the Co-Founder’s Permitted Transferees and Qualified Trustees shall exclude any shares of Class C Common Stock that have been Sold by the Co-Founder or the Co-Founder’s Permitted Transferees or Qualified Trustees to a Evan Spiegel Related Party at the applicable time of determination, unless the Co-Founder retains Voting Control over such shares of Class C Common Stock at the applicable time of determination.

treatment of the Class A Common Stock, any shares of Class A Common Stock held by the Holders and any Evan Spiegel Related Party; provided, however, that for the avoidance of doubt, consideration to be paid or received by a holder of Common Stock in connection with any Liquidation Event pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be “consideration” for purposes of this Section 5.

7.Effectiveness; Termination.

8.Miscellaneous.

If to the Company, to:

Snap Inc.
3000 31^st Street, Santa Monica, CA 90405
Email: legalnotice@snap.com
Attention: General Counsel

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52^nd Street, New York, NY 10019
Email: mgordon@wlrk.com and azpreiss@wlrk.com
Attention: Mark Gordon and Alison Zieske Preiss

If to a Holder, to:

Robert Murphy

c/o Snap Inc.
3000 31^st Street, Santa Monica, CA 90405
Email:

with a copy (which shall not constitute notice) to:

Ross Aronstam & Moritz LLP
1313 North Market Street, Suite 1001

Wilmington, Delaware 19801
Email: dross@ramllp.com
Attention: David E. Ross

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j)Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic signature and by electronic mail or PDF), each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

(k)Other Agreements. Notwithstanding anything to the contrary herein, this Agreement shall not supersede or in any way change or modify the proxy agreement between the Co-Founders.

* * * * *

(Signature Pages Follow)

IN WITNESS WHEREOF, the Company and the Co-Founder have executed this Agreement as of the date first above written.


Snap Inc.

By:	/s/ Darcie Henry
	Name: Darcie Henry
	Title: Chief Human Resources Officer


Co-Founder


/s/ Robert Murphy

Robert Murphy

Exhibit 10.3

Execution Version

July 21, 2022

Evan Spiegel

Dear Evan,

Snap Inc. (the “Company”) is pleased to confirm the terms of your full-time exempt employment as Chief Executive Officer of the Company on the following terms:

You will receive an annual salary of $1. While your employment is and will continue to be “at-will” (as discussed below), you intend to be employed by the Company, and the Company intends to employ you, as the Chief Executive Officer of the Company for at least five (5) years from January 1, 2022 (such initial five (5)-year period, the “Commitment Period”). Upon the expiration of the Commitment Period, this letter will automatically renew for successive five (5)-year periods (each subsequent period, a “Renewal Period”), unless either you or the Company gives written notice to the other not less than thirty (30) days prior to the commencement of such Renewal Period. During the Commitment Period or any Renewal Period, for so long as you continue to be employed by the Company as the Chief Executive Officer, with substantially the same duties as you currently have, you will devote substantially all of your professional time to the Company, which will comprise a majority of your time during normal working hours, subject to exceptions specifically approved by the Company’s Board of Directors (the “Board of Directors”). Notwithstanding anything to the contrary herein, it is understood and agreed that you have personal and philanthropic interests, which you are entitled to pursue without violating the foregoing, so long as your devotion to those interests comprises less than a majority of your time during normal working hours on a monthly basis and such interests are not competitive with the business of the Company.

During the Commitment Period, subject to unexpected changes in the Company’s business or other factors that the Board of Directors determines would merit providing additional compensation to you and to the terms of this letter, the Board of Directors intends to refrain from making any compensatory grants of equity or equity-based awards, or paying any non-perquisite compensation to you. Notwithstanding the foregoing, nothing in this letter shall limit your receipt of (A) existing base salary payments, (B) perquisites, including those available to the Company’s senior executive officers, or (C) any other compensation of a type reportable in the “All Other Compensation” column of the Company’s Summary Compensation Table in its Form 10-K.

In addition, Company employees qualify for a range of welfare and retirement benefits. The Company may change its employee benefit plans and programs at its discretion. You will be eligible for paid time off in accordance with the Company’s policies as such policies are in effect from time to time and that are at least as generous as those offered to other Company senior executive officers. The Company will also pay or reimburse you for reasonable travel, entertainment or other expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder in accordance with the Company’s established policies. In furtherance of the foregoing, from the date hereof through at least the expiration of the Commitment Period, provided you are employed by the Company and/or are serving as a

Execution Version

member of the Board of Directors (or, if you are not employed by the Company and not serving on the Board of Directors, where the separation of service was for “Good Reason” (as defined below) or a “Disability Event” (as defined in the Company’s Amended and Restated Certificate of Incorporation as of the date hereof)), the Company will: (a) continue to operate and maintain, at the Company’s sole expense, private aircraft for your business and personal use, which use the Company currently requires pursuant to its aircraft policy and executive security policy and, in the event such aircraft is leased to the Company by you or any of your affiliates, pay for all operating, maintenance and insurance costs and taxes associated with such aircraft; and (b) continue to provide, at the Company’s sole expense, security for or to you (including to or for any of your immediate family members (within the meaning of Item 404(a) of Regulation S-K)) of at least substantially the same level of security (including duration, number of security personnel, lodging and transportation arrangements) as the level of security currently being provided for or to you, or, if greater, the level of security recommended by any third-party security study commissioned by the Company. The Company shall commission a new third-party security study in the event either of your working or living arrangement materially changes from the date hereof.

For purposes of this letter, “Good Reason” means, without your prior written consent, (i) a material reduction in the perquisites or other compensation provided for or to you; (ii) a diminution in your title or material diminution in your authorities, duties or responsibilities; (iii) a change in your reporting relationship such that you are no longer reporting directly to the Board of Directors; (iv) a material breach by the Company of any of its obligations to you under this letter, that certain Co-Founder’s Agreement between you, the Company and the other parties signatory thereto, or that certain Confidential Information and Inventions Assignment Agreement between you and the Company; (v) failure or refusal of a successor to the Company to materially assume the Company’s obligations under this letter, that certain Co-Founder’s Agreement between you, the Company and the other parties signatory thereto, or that certain Confidential Information and Inventions Assignment Agreement between you and the Company; or (vi) relocation of your principal place of employment to a facility more than twenty-five (25) miles from the Company’s current Santa Monica, California offices (other than any relocation caused or agreed to by you); in each case under the foregoing clauses (i) through (vi), that is not cured within thirty (30) days of written notice to the Chairperson of the Board of Directors, and you actually terminate your employment with the Company within ninety (90) days after the end of such thirty (30)-day cure period.

As a Company employee, you will be expected to follow Company policies and acknowledge in writing that you have read our Employee Handbook. With the exception of the “employment at-will” policy discussed below, the Company may modify or eliminate its policies at its discretion.

Your employment with the Company is at-will, notwithstanding anything to the contrary herein. This means you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Board of Directors. Likewise, the Company, by act of the Board of Directors, may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can be modified only in a written agreement signed by you and by the Board of Directors.

Execution Version

As an employee of the Company, you may learn about confidential, proprietary, or trade-secret information related to the Company and its clients. Other than in your work for the Company, we do not want you to use or disclose any such confidential, proprietary, or trade-secret information. By signing this letter, you reaffirm the terms and conditions of the Confidential Information and Inventions Assignment Agreement, which you signed when you joined the Company.

You and the Company agree that, to the fullest extent permitted by law, any dispute, claim or controversy between you and the Company relating in any manner to your employment with the Company, including but not limited to any future equity-based awards that may be granted to you as an employee or director of the Company or the breach, termination (whether voluntary or involuntary), enforcement, interpretation or validity of this letter, including without limitation the determination of the existence, scope, validity or applicability of this agreement to arbitrate, will be determined by arbitration in Los Angeles, California. The arbitration will be administered by JAMS pursuant to its Employment Arbitration Rules and Procedures (“Rules”), unless otherwise agreed to by the parties. A copy of the Rules may be obtained online at www.jamsadr.com/rules- employment-arbitration. You acknowledge that you have read and reviewed the Rules to the extent so desired before signing this letter agreement. The arbitration will be determined before one neutral arbitrator selected in accordance with Rule 15 of the Employment Arbitration Rules and Procedures. In arbitration, both you and the Company may conduct discovery to the same extent as would be permitted in a court of law, and both parties may be represented by an attorney. The arbitrator will issue a reasoned, written award that explains the legal and factual basis for the arbitrator’s decision on all claims and defenses presented to the arbitrator. The arbitrator will have the full authority to award all relief and remedies which would otherwise be available in a court of law, including, but not limited to, legal and equitable relief, monetary damages, attorneys’ fees, costs, and exemplary damages when authorized by applicable law. The award issued by the arbitrator will be final and binding upon the parties. Judgment on the award may be entered in any court having jurisdiction. This clause will not preclude you or the Company from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. BY AGREEING TO BINDING AND MUTUAL ARBITRATION OF OUR CLAIMS UNDER THIS AGREEMENT, BOTH YOU AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY.

You and the Company further agree that each party will pay its own costs and attorneys’ fees, if any; provided, however, that the Company will pay any costs and expenses that you would not otherwise have incurred if the dispute had been adjudicated in a court of law, rather than through arbitration, including but not limited to the arbitrator’s fee, any administrative fee, and any filing fee in excess of the maximum court filing fee in the jurisdiction in which the arbitration is commenced.

You and the Company agree that each party will maintain the confidential nature of the arbitration proceeding and the award, including but not limited to the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Execution Version

This letter (together with the agreements referenced herein) is the complete and exclusive statement of all of the terms and conditions of your employment with the Company, and supersedes and replaces any and all prior agreements or representations with regard to the subject matter hereof, whether written or oral, including without limitation the original offer letter, dated April 19, 2012, the amendment to the original offer letter dated July 17, 2015, and the amended and restated offer letter, dated October 27, 2016. It is entered into without reliance on any promise or representation other than those expressly contained herein, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives, and (except for changes reserved to the Company’s discretion) cannot be modified or amended except in a writing signed by you and a duly authorized officer of the Company. This letter is governed by the laws of California without regard to its conflict of laws provisions.

Sincerely,

Snap Inc.

/s/ Darcie Henry

Name: Darcie Henry

Title: Chief Human Resources Officer

Agreed and accepted
as of the date first set forth above:

/s/ Evan Spiegel

Evan Spiegel

Exhibit 10.4

Execution Version

July 21, 2022

Robert Murphy

Dear Robert,

Snap Inc. (the “Company”) is pleased to confirm the terms of your full-time exempt employment as Chief Technology Officer of the Company on the following terms:

You will receive an annual salary of $1. While your employment is and will continue to be “at-will” (as discussed below), you intend to be employed by the Company, and the Company intends to employ you, as the Chief Technology Officer of the Company for at least five (5) years from January 1, 2022 (such initial five (5)-year period, the “Commitment Period”). Upon the expiration of the Commitment Period, this letter will automatically renew for successive five (5)-year periods (each subsequent period, a “Renewal Period”), unless either you or the Company gives written notice to the other not less than thirty (30) days prior to the commencement of such Renewal Period. During the Commitment Period or any Renewal Period, for so long as you continue to be employed by the Company as the Chief Technology Officer, with substantially the same duties as you currently have, you will devote substantially all of your professional time to the Company, which will comprise a majority of your time during normal working hours, subject to exceptions specifically approved by the Company’s Board of Directors (the “Board of Directors”). Notwithstanding anything to the contrary herein, it is understood and agreed that you have personal and philanthropic interests, which you are entitled to pursue without violating the foregoing, so long as your devotion to those interests comprises less than a majority of your time during normal working hours on a monthly basis and such interests are not competitive with the business of the Company.

Execution Version

Sincerely,

Snap Inc.

/s/ Darcie Henry

Name: Darcie Henry

Title: Chief Human Resources Officer

Agreed and accepted
as of the date first set forth above:

/s/ Robert Murphy

Robert Murphy

Exhibit 99.1

Snap Inc. Announces Second Quarter 2022 Financial Results

Daily Active Users increased 18% year-over-year to 347 million

Revenue increased 13% year-over-year to $1,111 million

Operating cash flow was $(124) million and Free Cash Flow was $(147) million

SANTA MONICA, Calif. – July 21, 2022 – Snap Inc. (NYSE: SNAP) today announced financial results for the quarter ended June 30, 2022.

“While the continued growth of our community increases the long-term opportunity for our business, our financial results for Q2 do not reflect our ambition," said Evan Spiegel, CEO. "We are evolving our business and strategy to reaccelerate revenue growth, including innovating on our products, investing heavily in our direct response advertising business, and cultivating new sources of revenue to help diversify our topline growth."

Snap Inc. also announced today its Board of Directors has authorized a stock repurchase program of up to $500 million of its Class A common stock. Repurchases of the Class A common stock may be made on a discretionary basis from time to time, either through open market transactions (including through Rule 10b5-1 trading plans) or through privately negotiated transactions in accordance with applicable securities laws. The timing and actual number of shares repurchased will depend on a variety of factors, including stock price, trading volume, market and economic conditions, and other general business considerations. Repurchases under the program have been authorized for the next 12 months but the program may be modified, suspended, or terminated at any time.

The goal of the program is to utilize the company’s strong balance sheet to offset a portion of the dilution related to the issuance of restricted stock units to employees as part of the overall compensation program designed to foster an ownership culture.

Repurchases under this program will be funded from existing cash and cash equivalents. As of June 30, 2022, Snap had $4.9 billion in cash and cash equivalents, restricted cash, and marketable securities.

Q2 2022 Financial Summary

•

Revenue increased 13% to $1,111 million, compared to the prior year.

•

Net loss was $422 million, compared to $152 million in the prior year.

•

Adjusted EBITDA was $7 million, compared to $117 million in the prior year.

•

Operating cash flow was $(124) million, compared to $(101) million in the prior year.

•

Free Cash Flow was $(147) million, compared to $(116) million in the prior year.

	Three Months Ended June 30,						Percent			Six Months Ended June 30,						Percent
	2022			2021			Change			2022			2021			Change
(Unaudited)	(in thousands, except per share amounts)
Revenue	$	1,110,909		$	982,108			13	%	$	2,173,636		$	1,751,692			24	%
Operating loss	$	(400,940	)	$	(192,512	)		(108	)%	$	(672,467	)	$	(496,118	)		(36	)%
Net loss	$	(422,067	)	$	(151,664	)		(178	)%	$	(781,691	)	$	(438,546	)		(78	)%
Adjusted EBITDA⁽¹⁾	$	7,190		$	117,403			(94	)%	$	71,658		$	115,694			(38	)%
Net cash provided by (used in) operating activities	$	(124,081	)	$	(101,086	)		(23	)%	$	3,378		$	35,800			(91	)%
Free Cash Flow⁽²⁾	$	(147,451	)	$	(115,709	)		(27	)%	$	(41,167	)	$	10,326			(499	)%
Diluted net loss per share attributable to common stockholders	$	(0.26	)	$	(0.10	)		(164	)%	$	(0.48	)	$	(0.29	)		(67	)%
Non-GAAP diluted net (loss) income per share⁽³⁾	$	(0.02	)	$	0.10			(118	)%	$	(0.04	)	$	0.10			(144	)%
Common shares outstanding plus shares underlying stock-based awards		1,737,079			1,681,260			3	%		1,737,079			1,681,260			3	%

(1)	See page 11 for reconciliation of net loss to Adjusted EBITDA.

(2)	See page 11 for reconciliation of net cash provided by operating activities to Free Cash Flow.

(3)	See page 12 for reconciliation of diluted net (loss) income per share to non-GAAP diluted net (loss) income per share.

Q2 2022 Summary & Key Highlights

The Snapchat community is active, engaged, and growing:

•

DAUs were 347 million in Q2 2022, an increase of 54 million, or 18%, year-over-year.

•

DAUs increased sequentially and year-over-year in each of North America, Europe, and Rest of World.

We invested in our augmented reality platform:

•

We released our latest version of Lens Studio, which introduces several features to improve Lens capabilities around ray tracing, lighting, shadows, reflections, and depth and expands our API library and Lens Analytics offerings.

•

We launched Lens Cloud, a collection of backend services that expands the types of AR experiences developers can create.

•

We introduced the Snap 3D Asset Manager, a web content management platform for businesses to manage their 3D product catalog, facilitating the AR Lens creation process.

•

We released Dress Up, the newest AR destination on Snapchat where users can discover and browse personalized AR fashion and try-on experiences from creators, retailers, and fashion brands like Dior, Gucci, and Louis Vuitton.

•

We added AR Shopping to our Camera Kit offering, allowing businesses like Puma to integrate try-on Lenses into their own mobile applications.

•

We partnered with Vogue to launch a new AR Landmarker Lens and exhibition, Vogue x Snapchat: Redefining the Body – Snapchatters visiting La Malmaison in Cannes, and around the world, browsed and virtually tried on clothing from leading fashion brands like Balenciaga and Versace.

•

We partnered with Tiffany & Co. to create AR try-on Lenses, making it possible for anyone to wear and experience some of their most iconic heritage pieces. They used Camera Kit to bring Lenses into their own mobile application, which enriched the experience of their Vision & Virtuosity exhibition at the Saatchi Gallery in London.

We grew our content offerings:

•

Total time spent watching Spotlight content grew 59% year-over-year.

•

The daily average number of Snapchatters aged 25 and older engaging with shows and publisher content increased by more than 40% year-over-year.

•

Over 10 million Snapchatters have watched “The Fight Inside,” our new Snap Original featuring Ryan Garcia and his struggles with mental health and professional boxing.

•

We renewed our partnerships with the NFL, WNBA, and NBA with content deals covering Discover Shows, Spotlight Challenges, AR experiences, and Cameos.

•

We launched Director Mode, our latest set of camera and editing tools for content creators and users that includes exciting features like our new Dual Camera capability, Green Screen mode to manage video backgrounds, and Quick Edit to combine multiple Snaps.

•

We announced our latest slate of Snap Originals, starring well-known personalities like gymnast Simone Biles, Indigenous creators Marika Sila and Kairyn Potts, and returning sister-duo Dixie and Charli D’Amelio.

We expanded our product and partner ecosystem:

•

We partnered with Live Nation to develop interactive AR Lens experiences for attendees at music festivals including EDC in Las Vegas, Governors Ball Music Festival in New York, and Wireless Festival in London, with more AR experiences to come at Rolling Loud in Miami, Lollapalooza in Chicago, and Austin City Limits Music Festival.

•

We rolled out Snapchat+, a paid subscription service that offers exclusive, experimental, and pre-release features such as Snapchat for Web, which is currently available for subscribers in the United States, United Kingdom, and Canada.

•

We released Pixy, our pocket-sized camera that can float, orbit, and follow your lead to capture the perfect picture or video, all without a controller or any set-up.

•

We rolled out our newest Map Layer from restaurant review site The Infatuation, allowing Snapchatters from over 10 major cities to discover popular nearby restaurants and read reviews, right from the Snap Map.

•

We released our new Minis Private Components System, giving developers the ability to securely add social elements like reviews and ratings to their Minis, thus leveraging their communities’ friends graphs on Snapchat.

•

We introduced our eBay integration that allows users to share eBay product listings directly with their friends via the Snapchat Camera.

•

We introduced Shared Stories, making it even easier for groups of friends to collaborate and share Stories.

We expanded our offering for advertisers:

•

We rolled out our new AR Image Processing technology for businesses, which transforms existing 2D product photography into AR-ready assets for try-on Lenses, further simplifying the AR Lens workflow.

•

We rolled out Dynamic Travel Ads, the first category expansion outside e-commerce of our current Dynamic Ads offering, specifically serving hotels, airlines, tours, and online travel agencies.

•

We added native actions as a reporting option in Ads Manager, allowing businesses to understand how their advertising impacts their store and organic engagement on Snapchat.

•

We expanded multi-format delivery of ad creatives by supporting Lenses as an available option, further allowing Snap to optimize delivery across multiple ad formats.

•

Public Profiles are now enabled by default for all new advertisers, which allows users to reach businesses organically on Snapchat.

•

We partnered with MAGNA to release their latest study, “The Augmented Reality Playbook: Understanding the Role of AR in the Purchase Journey,” which highlights how AR represents a differentiated opportunity for brands to build connections with consumers and drive meaningful business results.

•

We rolled out the Snap Ramadan Mall, our first AR-powered virtual mall in the MENA region, where Snapchatters can browse virtual stores from brands such as L’Oreal, IKEA, and Samsung right from the Snap Camera.

Financial Guidance

Given uncertainties related to the operating environment, we are not providing our expectations for revenue or adjusted EBITDA for the third quarter of 2022.

Conference Call Information

Snap Inc. will host a conference call to discuss the results at 2:00 p.m. Pacific / 5:00 p.m. Eastern today. The live audio webcast along with supplemental information will be accessible at investor.snap.com. A recording of the webcast will also be available following the conference call.

Snap Inc. uses its websites (including snap.com and investor.snap.com) as means of disclosing material non-public information and for complying with its disclosure obligation under Regulation FD.

Definitions

Free Cash Flow is defined as net cash provided by (used in) operating activities, reduced by purchases of property and equipment.

Common shares outstanding plus shares underlying stock-based awards includes common shares outstanding, restricted stock units, restricted stock awards, and outstanding stock options.

Adjusted EBITDA is defined as net income (loss), excluding interest income; interest expense, other income (expense), net; income tax benefit (expense); depreciation and amortization; stock-based compensation expense and other payroll related tax expense; and certain other non-cash or non-recurring items impacting net income (loss) from time to time.

A Daily Active User (DAU) is defined as a registered Snapchat user who opens the Snapchat application at least once during a defined 24-hour period. We calculate average DAUs for a particular quarter by adding the number of DAUs on each day of that quarter and dividing that sum by the number of days in that quarter.

Average revenue per user (ARPU) is defined as quarterly revenue divided by the average DAUs.

A Monthly Active User (MAU) is defined as a registered Snapchat user who opens the Snapchat application at least once during the 30-day period ending on the calendar month-end. We calculate average Monthly Active Users for a particular quarter by calculating the average of the MAUs as of each calendar month-end in that quarter.

Note: For adjustments and additional information regarding the non-GAAP financial measures and other items discussed, please see “Non-GAAP Financial Measures,” “Reconciliation of GAAP to Non-GAAP Financial Measures,” and “Supplemental Financial Information and Business Metrics.”

About Snap Inc.

Snap Inc. is a camera company. We believe that reinventing the camera represents our greatest opportunity to improve the way people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together. For more information, visit snap.com.

Contact

Investors and Analysts:

ir@snap.com

Press:

press@snap.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release, including statements regarding guidance, our future results of operations or financial condition, our stock repurchase program, future stock dividends, business strategy and plans, user growth and engagement, product initiatives, objectives of management for future operations, and advertiser and partner offerings, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this press release.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this press release primarily on our current expectations and projections about future events and trends, including our financial outlook, geo-political conflicts, and the COVID-19 pandemic, that we believe may continue to affect our business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: our financial performance; our ability to attain and sustain profitability; our ability to generate and sustain positive cash flow; our ability to attract and retain users, publishers, and advertisers; competition and new market entrants; managing our international expansion and our growth and future expenses; compliance with new laws, regulations, and executive actions; our ability to maintain, protect, and enhance our intellectual property; our ability to succeed in existing and new market segments; our ability to attract and retain qualified and key personnel; our ability to repay outstanding debt; future acquisitions, divestitures or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, and war or other armed conflict, as well as risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in our most recent periodic report filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website at www.sec.gov. Additional information will be made available in Snap Inc.’s periodic report that will be filed with the SEC for the period covered by this press release and other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, including future developments related to geo-political conflicts, the COVID-19 pandemic, and macroeconomic conditions, except as required by law.

Non-GAAP Financial Measures

We use the non-GAAP financial measure of Free Cash Flow, which is defined as net cash provided by (used in) operating activities, reduced by purchases of property and equipment. We believe Free Cash Flow is an important liquidity measure of the cash that is available, after capital expenditures, for operational expenses and investment in our business and is a key financial indicator used by management. Additionally, we believe that Free Cash Flow is an important measure since we use third-party infrastructure partners to host our services and therefore we do not incur significant capital expenditures to support revenue generating activities. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss); excluding interest income; interest expense; other income (expense), net; income tax benefit (expense); depreciation and amortization; stock-based compensation expense and other payroll related tax expense; and certain other non-cash or non-recurring items impacting net income (loss) from time to time. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in Adjusted EBITDA.

We use the non-GAAP financial measure of non-GAAP net income (loss), which is defined as net income (loss); excluding amortization of intangible assets; stock-based compensation expense and other payroll related tax expense; certain other non-cash or non-recurring items impacting net income (loss) from time to time; and related income tax adjustments. Non-GAAP net income (loss) and weighted average diluted shares are then used to calculate non-GAAP diluted net income (loss) per share. Similar to Adjusted EBITDA, we believe these measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses we exclude in the measure.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, please see “Reconciliation of GAAP to Non-GAAP Financial Measures.”

Snap Inc., “Snapchat,” and our other registered and common law trade names, trademarks, and service marks are the property of Snap Inc. or our subsidiaries.

SNAP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Cash flows from operating activities
Net loss	$	(422,067	)	$	(151,664	)	$	(781,691	)	$	(438,546	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		79,291			28,270			117,391			51,768
Stock-based compensation		318,810			256,600			594,254			493,673
Amortization of debt issuance costs		1,780			1,148			3,193			2,192
Losses (gains) on debt and equity securities, net		12,210			(79,940	)		91,337			(102,451	)
Other		3,079			34,856			4,204			41,685
Change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net of allowance		(81,001	)		(174,452	)		45,026			(45,136	)
Prepaid expenses and other current assets		(11,980	)		1,065			(39,158	)		(11,371	)
Operating lease right-of-use assets		18,299			12,549			35,283			23,747
Other assets		(7,230	)		(338	)		(7,538	)		(1,236	)
Accounts payable		(3,919	)		(50,159	)		51,061			6,346
Accrued expenses and other current liabilities		(14,392	)		27,690			(77,220	)		33,039
Operating lease liabilities		(16,499	)		(8,059	)		(34,315	)		(21,354	)
Other liabilities		(462	)		1,348			1,551			3,444
Net cash provided by (used in) operating activities		(124,081	)		(101,086	)		3,378			35,800
Cash flows from investing activities
Purchases of property and equipment		(23,370	)		(14,623	)		(44,545	)		(25,474	)
Purchases of strategic investments		(6,200	)		(31,425	)		(6,350	)		(32,775	)
Sales of strategic investments		63,276			36,250			63,276			36,435
Cash paid for acquisitions, net of cash acquired		(11,220	)		(30,304	)		(12,008	)		(139,216	)
Purchases of marketable securities		(568,055	)		(764,371	)		(1,910,436	)		(1,287,590	)
Sales of marketable securities		2,982			239,500			12,759			347,556
Maturities of marketable securities		554,026			696,892			896,571			1,513,823
Other		—			(50	)		(5,493	)		(335	)
Net cash provided by (used in) investing activities		11,439			131,869			(1,006,226	)		412,424
Cash flows from financing activities
Proceeds from issuance of convertible notes, net of issuance costs		—			1,137,227			1,483,500			1,137,227
Purchase of capped calls		—			(86,825	)		(177,000	)		(86,825	)
Proceeds from the exercise of stock options		1,388			3,257			3,654			7,710
Payments of debt issuance costs		(3,006	)		—			(3,006	)		—
Net cash provided by (used in) financing activities		(1,618	)		1,053,659			1,307,148			1,058,112
Change in cash, cash equivalents, and restricted cash		(114,260	)		1,084,442			304,300			1,506,336
Cash, cash equivalents, and restricted cash, beginning of period		2,413,283			968,437			1,994,723			546,543
Cash, cash equivalents, and restricted cash, end of period	$	2,299,023		$	2,052,879		$	2,299,023		$	2,052,879
Supplemental disclosures
Cash paid for income taxes, net	$	4,848		$	3,280		$	7,484		$	14,288
Cash paid for interest	$	551		$	1,614		$	4,005		$	6,741

SNAP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts, unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	1,110,909		$	982,108		$	2,173,636		$	1,751,692
Costs and expenses:
Cost of revenue		446,377			445,021			867,274			857,622
Research and development		505,037			370,671			960,600			719,251
Sales and marketing		311,374			179,724			553,260			330,010
General and administrative		249,061			179,204			464,969			340,927
Total costs and expenses		1,511,849			1,174,620			2,846,103			2,247,810
Operating loss		(400,940	)		(192,512	)		(672,467	)		(496,118	)
Interest income		8,331			1,251			11,454			2,388
Interest expense		(5,549	)		(4,564	)		(10,722	)		(9,595	)
Other income (expense), net		(16,910	)		42,282			(94,447	)		64,340
Loss before income taxes		(415,068	)		(153,543	)		(766,182	)		(438,985	)
Income tax benefit (expense)		(6,999	)		1,879			(15,509	)		439
Net loss	$	(422,067	)	$	(151,664	)	$	(781,691	)	$	(438,546	)
Net loss per share attributable to Class A, Class B, and Class C common stockholders:
Basic	$	(0.26	)	$	(0.10	)	$	(0.48	)	$	(0.29	)
Diluted	$	(0.26	)	$	(0.10	)	$	(0.48	)	$	(0.29	)
Weighted average shares used in computation of net loss per share:
Basic		1,632,140			1,547,234			1,625,663			1,524,560
Diluted		1,632,140			1,547,234			1,625,663			1,524,560

SNAP INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

	June 30, 2022			December 31, 2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	2,298,122		$	1,993,809
Marketable securities		2,574,354			1,699,076
Accounts receivable, net of allowance		1,015,607			1,068,873
Prepaid expenses and other current assets		127,151			92,244
Total current assets		6,015,234			4,854,002
Property and equipment, net		232,476			202,644
Operating lease right-of-use assets		416,169			322,252
Intangible assets, net		234,261			277,654
Goodwill		1,634,085			1,588,452
Other assets		258,566			291,302
Total assets	$	8,790,791		$	7,536,306
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	184,146		$	125,282
Operating lease liabilities		48,978			52,396
Accrued expenses and other current liabilities		830,843			674,108
Total current liabilities		1,063,967			851,786
Convertible senior notes, net		3,739,092			2,253,087
Operating lease liabilities, noncurrent		416,501			325,509
Other liabilities		127,472			315,756
Total liabilities		5,347,032			3,746,138
Commitments and contingencies
Stockholders’ equity
Class A non-voting common stock, $0.00001 par value. 3,000,000 shares authorized, 1,390,709 shares issued and outstanding at June 30, 2022, and 3,000,000 shares authorized, 1,364,887 shares issued and outstanding at December 31, 2021.		14			14
Class B voting common stock, $0.00001 par value. 700,000 shares authorized, 22,638 shares issued and outstanding at June 30, 2022, and 700,000 shares authorized, 22,769 shares issued and outstanding at December 31, 2021.		—			—
Class C voting common stock, $0.00001 par value. 260,888 shares authorized, 231,627 shares issued and outstanding at June 30, 2022, and 260,888 shares authorized, 231,627 shares issued and outstanding at December 31, 2021.		2			2
Additional paid-in capital		12,529,743			12,069,097
Accumulated other comprehensive income (loss)		(19,843	)		5,521
Accumulated deficit		(9,066,157	)		(8,284,466	)
Total stockholders’ equity		3,443,759			3,790,168
Total liabilities and stockholders’ equity	$	8,790,791		$	7,536,306

SNAP INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Free Cash Flow reconciliation:
Net cash provided by operating activities	$	(124,081	)	$	(101,086	)	$	3,378		$	35,800
Less:
Purchases of property and equipment		(23,370	)		(14,623	)		(44,545	)		(25,474	)
Free Cash Flow	$	(147,451	)	$	(115,709	)	$	(41,167	)	$	10,326

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Adjusted EBITDA reconciliation:
Net loss	$	(422,067	)	$	(151,664	)	$	(781,691	)	$	(438,546	)
Add (deduct):
Interest income		(8,331	)		(1,251	)		(11,454	)		(2,388	)
Interest expense		5,549			4,564			10,722			9,595
Other (income) expense, net		16,910			(42,282	)		94,447			(64,340	)
Income tax (benefit) expense		6,999			(1,879	)		15,509			(439	)
Depreciation and amortization		79,291			28,270			117,391			51,768
Stock-based compensation expense		318,810			256,600			594,254			493,673
Payroll and other tax expense related to stock-based compensation		10,029			25,045			32,480			66,371
Adjusted EBITDA	$	7,190		$	117,403		$	71,658		$	115,694

Total depreciation and amortization expense by function:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Depreciation and amortization expense:
Cost of revenue	$	5,061	$	4,727	$	10,573	$	10,003
Research and development		22,362		14,358		44,485		25,394
Sales and marketing		49,061		5,162		56,453		8,348
General and administrative		2,807		4,023		5,880		8,023
Total	$	79,291	$	28,270	$	117,391	$	51,768

SNAP INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)

(in thousands, except per share amounts, unaudited)

Total stock-based compensation expense by function:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock-based compensation expense:
Cost of revenue	$	2,849	$	2,847	$	5,295	$	5,503
Research and development		221,650		174,491		404,516		338,284
Sales and marketing		48,577		37,491		90,648		66,575
General and administrative		45,734		41,771		93,795		83,311
Total	$	318,810	$	256,600	$	594,254	$	493,673

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Non-GAAP net (loss) income reconciliation:
Net loss	$	(422,067	)	$	(151,664	)	$	(781,691	)	$	(438,546	)
Amortization of intangible assets		64,134			14,363			86,639			24,808
Stock-based compensation expense		318,810			256,600			594,254			493,673
Payroll and other tax expense related to stock-based compensation		10,029			25,045			32,480			66,371
Income tax adjustments		(504	)		(199	)		(565	)		390
Non-GAAP net (loss) income	$	(29,598	)	$	144,145		$	(68,883	)	$	146,696

Weighted-average common shares - Diluted		1,632,140			1,547,234			1,625,663			1,524,560

Non-GAAP diluted net (loss) income per share reconciliation:
Diluted net loss per share	$	(0.26	)	$	(0.10	)	$	(0.48	)	$	(0.29	)
Non-GAAP adjustment to net loss		0.24			0.20			0.44			0.39
Non-GAAP diluted net (loss) income per share	$	(0.02	)	$	0.10		$	(0.04	)	$	0.10

SNAP INC.

SUPPLEMENTAL FINANCIAL INFORMATION AND BUSINESS METRICS

(dollars and shares in thousands, except per user amounts, unaudited)

	Q1 2021			Q2 2021			Q3 2021			Q4 2021			Q1 2022			Q2 2022
Cash Flows and Shares
Net cash provided by (used in) operating activities	$	136,886		$	(101,086	)	$	71,552		$	185,528		$	127,459		$	(124,081	)
Net cash provided by (used in) operating activities - YoY (year-over-year)		(2079	)%		(52	)%		231	%		453	%		(7	)%		23	%
Net cash provided by (used in) operating activities - TTM (trailing twelve months)	$	(37,041	)	$	(71,573	)	$	54,807		$	292,880		$	283,453		$	260,458
Purchases of property and equipment	$	(10,851	)	$	(14,623	)	$	(19,836	)	$	(24,565	)	$	(21,175	)	$	(23,370	)
Purchases of property and equipment - YoY		—			(7	)%		35	%		49	%		95	%		60	%
Purchases of property and equipment - TTM	$	(57,792	)	$	(56,648	)	$	(61,757	)	$	(69,875	)	$	(80,199	)	$	(88,946	)
Free Cash Flow	$	126,035		$	(115,709	)	$	51,716		$	160,963		$	106,284		$	(147,451	)
Free Cash Flow - YoY		2835	%		(41	)%		174	%		333	%		(16	)%		27	%
Free Cash Flow - TTM	$	(94,833	)	$	(128,221	)	$	(6,950	)	$	223,005		$	203,254		$	171,512
Common shares outstanding		1,519,001			1,576,744			1,605,153			1,619,283			1,632,563			1,644,974
Common shares outstanding - YoY		6	%		8	%		8	%		8	%		7	%		4	%
Shares underlying stock-based awards		110,190			104,516			92,726			82,814			75,066			92,105
Shares underlying stock-based awards - YoY		(26	)%		(31	)%		(33	)%		(34	)%		(32	)%		(12	)%
Total common shares outstanding plus shares underlying stock-based awards		1,629,191			1,681,260			1,697,879			1,702,097			1,707,629			1,737,079
Total common shares outstanding plus shares underlying stock-based awards - YoY		3	%		4	%		5	%		4	%		5	%		3	%

Results of Operations
Revenue	$	769,584		$	982,108		$	1,067,471		$	1,297,885		$	1,062,727		$	1,110,909
Revenue - YoY		66	%		116	%		57	%		42	%		38	%		13	%
Revenue - TTM	$	2,813,732		$	3,341,682		$	3,730,485		$	4,117,048		$	4,410,191		$	4,538,992
Revenue by region⁽¹⁾
North America	$	552,972		$	701,735		$	786,917		$	932,077		$	758,261		$	785,681
North America - YoY		75	%		129	%		60	%		41	%		37	%		12	%
North America - TTM	$	2,011,803		$	2,406,798		$	2,700,787		$	2,973,701		$	3,178,990		$	3,262,936
Europe	$	113,619		$	152,268		$	153,121		$	208,912		$	162,132		$	170,097
Europe - YoY		49	%		94	%		49	%		48	%		43	%		12	%
Europe - TTM	$	436,342		$	509,975		$	560,616		$	627,920		$	676,433		$	694,262
Rest of World	$	102,993		$	128,105		$	127,433		$	156,896		$	142,334		$	155,131
Rest of World - YoY		46	%		86	%		53	%		42	%		38	%		21	%
Rest of World - TTM	$	365,587		$	424,909		$	469,082		$	515,427		$	554,768		$	581,794
Operating loss	$	(303,606	)	$	(192,512	)	$	(180,824	)	$	(25,127	)	$	(271,527	)	$	(400,940	)
Operating loss - YoY		(6	)%		38	%		(8	)%		74	%		11	%		(108	)%
Operating loss - Margin		(39	)%		(20	)%		(17	)%		(2	)%		(26	)%		(36	)%
Operating loss - TTM	$	(879,314	)	$	(761,218	)	$	(774,178	)	$	(702,069	)	$	(669,990	)	$	(878,418	)
Net (loss) income	$	(286,882	)	$	(151,664	)	$	(71,959	)	$	22,550		$	(359,624	)	$	(422,067	)
Net (loss) income - YoY		6	%		53	%		64	%		120	%		(25	)%		(178	)%
Net (loss) income - TTM	$	(925,785	)	$	(751,498	)	$	(623,604	)	$	(487,955	)	$	(560,697	)	$	(831,100	)
Adjusted EBITDA	$	(1,709	)	$	117,403		$	174,199		$	326,793		$	64,468		$	7,190
Adjusted EBITDA - YoY		98	%		223	%		209	%		97	%		3872	%		(94	)%
Adjusted EBITDA - Margin⁽²⁾		—			12	%		16	%		25	%		6	%		1	%
Adjusted EBITDA - TTM	$	124,691		$	337,664		$	455,502		$	616,686		$	682,863		$	572,650

(1)	Total revenue for geographic reporting is apportioned to each region based on our determination of the geographic location in which advertising impressions are delivered, as this approximates revenue based on user activity. This allocation is consistent with how we determine ARPU.

(2)	We define Adjusted EBITDA margin as Adjusted EBITDA divided by GAAP revenue.

SNAP INC.

SUPPLEMENTAL FINANCIAL INFORMATION AND BUSINESS METRICS (continued)

(dollars and shares in thousands, except per user amounts, unaudited)

	Q1 2021			Q2 2021			Q3 2021			Q4 2021			Q1 2022			Q2 2022
Other
DAU (in millions)		280			293			306			319			332			347
DAU - YoY		22	%		23	%		23	%		20	%		18	%		18	%
DAU by region (in millions)
North America		93			95			96			97			98			99
North America - YoY		5	%		6	%		7	%		6	%		5	%		4	%
Europe		77			78			80			82			84			86
Europe - YoY		9	%		10	%		11	%		11	%		10	%		10	%
Rest of World		111			120			130			140			150			162
Rest of World - YoY		57	%		55	%		49	%		41	%		36	%		35	%
ARPU	$	2.74		$	3.35		$	3.49		$	4.06		$	3.20		$	3.20
ARPU - YoY		36	%		76	%		28	%		18	%		17	%		(4	)%
ARPU by region
North America	$	5.94		$	7.37		$	8.20		$	9.58		$	7.77		$	7.93
North America - YoY		66	%		116	%		49	%		33	%		31	%		8	%
Europe	$	1.48		$	1.95		$	1.92		$	2.54		$	1.93		$	1.98
Europe - YoY		36	%		76	%		34	%		33	%		30	%		2	%
Rest of World	$	0.93		$	1.07		$	0.98		$	1.12		$	0.95		$	0.96
Rest of World - YoY		(7	)%		20	%		3	%		1	%		2	%		(11	)%
Employees (full-time; excludes part-time, contractors, and temporary personnel)		4,043			4,667			5,190			5,661			6,131			6,446
Employees - YoY		18	%		31	%		40	%		47	%		52	%		38	%

Depreciation and amortization expense
Cost of revenue	$	5,276		$	4,727		$	4,876		$	4,832		$	5,512		$	5,061
Research and development		11,036			14,358			17,321			19,444			22,123			22,362
Sales and marketing		3,186			5,162			6,306			7,118			7,392			49,061
General and administrative		4,000			4,023			4,007			3,469			3,073			2,807
Total	$	23,498		$	28,270		$	32,510		$	34,863		$	38,100		$	79,291
Depreciation and amortization expense - YoY		11	%		35	%		49	%		53	%		62	%		180	%

Stock-based compensation expense
Cost of revenue	$	2,656		$	2,847		$	9,132		$	2,586		$	2,446		$	2,849
Research and development		163,793			174,491			198,893			202,953			182,866			221,650
Sales and marketing		29,084			37,491			51,675			45,991			42,071			48,577
General and administrative		41,450			41,771			41,198			46,034			48,061			45,734
Total	$	237,073		$	256,600		$	300,898		$	297,564		$	275,444		$	318,810
Stock-based compensation expense - YoY		38	%		38	%		57	%		35	%		16	%		24	%

Investor Letter Q2 2022 July 21, 2022 This Investor Letter contains forward-looking statements and non-GAAP financial measures, please see Appendix for additional information. Exhibit 99.2

The second quarter of 2022 proved more challenging than we expected. Revenue grew 13% year-over-year to $1.11 billion, which resulted in adjusted EBITDA of $7 million and free cash flow of negative $147 million. Daily active users (DAU) grew to 347 million, an increase of 54 million or 18% year-over-year in Q2. We also observed a number of encouraging engagement trends across our platform, including growth in overall content engagement. While the continued growth of our community increases the long-term opportunity for our business, our financial results for Q2 do not reflect the scale of our ambition. We are not satisfied with the results we are delivering, regardless of the current headwinds. From 2018 — our first full year as a public company — through the end of 2021, our revenue grew at an average compound annual rate of more than 50%. The rapid growth of our top line has been fueled by our fast-growing community, deep engagement with our platform, and a robust advertising business that has driven measurable returns for our advertising partners. However, over the past year, a series of significant headwinds have emerged that have disrupted this momentum. Platform policy changes have upended more than a decade of advertising industry standards, and macroeconomic challenges have disrupted many of the industry segments that have been most critical to the growing demand for our advertising solutions. We are also seeing increasing competition for advertising dollars that are now growing more slowly. Our revenue growth has substantially slowed, and we are evolving our business and strategy to adapt. We are working to reaccelerate growth and take share, but we believe it will likely take some time before we see significant improvements. To return to a higher rate of long-term revenue growth, we are focusing on three priorities. First, we will continue to invest in our products and platforms to sustain the growth of our community. Second, we will invest heavily in our direct-response advertising business to deliver measurable returns on advertising spending. Lastly, we will cultivate new sources of revenue that will help diversify our top-line growth to build a more resilient business. We also intend to recalibrate our investment levels to build a path to free cash flow break-even or better, even with reduced rates of revenue growth. We will continue to invest with a long-term perspective, especially in areas that are critical to realizing the long-term opportunity of augmented reality, but we are taking a hard look at how to better drive productivity across our teams. This will include a substantially reduced rate of hiring and a strict reprioritization of goals and initiatives across the company. We will also implement a stock repurchase program designed to offset the impact of dilution from our stock-based compensation program to protect the long-term value of our business for our investors. We expect to emerge from this recalibration as a more focused and more productive organization that is well positioned to capture the long-term growth opportunity we see ahead. SNAP INC. | Q2 2022 | INVESTOR LETTER 2

Snap’s co-founders, Bobby Murphy and Evan Spiegel, have each entered into new long-term employment agreements with the company to serve in their respective roles as CTO and CEO through at least January 1, 2027, in exchange for $1 per year and no equity compensation. The Board of Directors has also agreed to issue a stock split in the form of a dividend of one Class A share for each then-outstanding share if the Class A share price reaches $40 within the next ten years. The effect of the stock dividend, if paid, would allow Snap’s co-founders to donate or sell additional Class A shares instead of donating or selling Class B or Class C shares. The co-founders currently control over 99.5% of the company’s voting rights. Community We have remained focused on expanding our product offering and deepening engagement with our global community, and these efforts are reflected in DAU growth of 18% year-over-year. We are pleased to see elevated growth rates in the Rest of World region, which grew by 35% year-over-year to reach 162 million, providing further evidence that our international expansion strategy is working. We continue to invest in localizing our product offerings and improving application performance across a wide range of devices. Our communities in North America and Europe also continued to grow: DAU in North America grew by 4% year-over- year to reach 99 million, and DAU in Europe grew by 10% year-over- year to reach 86 million. We currently reach over 90% of 13- to 24-year-olds and 75% of 13- to 34-year-olds in over 20 countries. Product Over 250 million Snapchatters engage with augmented reality (AR) every day, on average, and we continue to make investments in both our core technology platform and community-facing AR experiences. In Q2, we released our latest version of Lens Studio to help creators build Lenses that are more personalized, immersive, and connected to the world. For example, with ML Environment Matching and Ray Tracing, AR objects render lighting and shadows realistically, and reflections shine in a way that is true to life. We DAILY ACTIVE USERS SNAP INC. | Q2 2022 | INVESTOR LETTER 3 Our community grew 18% year over year to reach 347 million On average, 250 Million+ Snapchatters engage with augmented reality every day.

THE INFATUATION The Infatuation’s Map Layer enables Snapchatters to browse restaurant recommendations directly on the Snap Map. now offer creators insight into how their Lenses are performing with Lens Analytics, providing creators with richer information around audience, engagement, events and camera metrics, all in a privacy-safe manner. SNAP INC. | Q2 2022 | INVESTOR LETTER 4 We are also excited about the growing demand from businesses who want to bring Snap’s AR capabilities into their own apps and websites. Camera Kit enables partners to easily integrate our AR technology and creator ecosystem. In Q2, we launched a collaboration with Smule, a popular music app for singing your favorite songs solo, with friends, or with top artists around the world. Smule’s Camera Kit integration brings the fun of AR to their community, and performances featuring Snap AR Lenses in Smule drove nearly 50% more views and 30% more “loves”' on average. In Q2, overall time spent watching content globally grew on a year-over-year basis, driven primarily by growth in total time spent with content on Discover and Spotlight. While still early in its growth and evolution, we are excited about the long-term potential of Spotlight and pleased with the engagement we’re seeing. Total time spent watching Spotlight content grew 59% year-over-year, and Spotlight monthly active users (MAU) grew 46% year-over-year to reach more than 270 million in Q2. Our Discover content partners continued to find success on our platform in Q2, with more than 40 Discover channels reaching over 25 million global viewers each. We renewed our partnerships with the NFL, WNBA, and NBA through content deals covering Discover Shows, Spotlight Challenges, and AR experiences. We also expanded our international content offerings by partnering with Axel Springer globally, ITV in the UK, Viacom 18 in India, and Paramount in Australia. Engagement with our Map continues to grow, with over 300 million Snapchatters engaging with the Map each month1. In Q2, we launched The Infatuation’s Map Layer, which enables Snapchatters to browse The Infatuation’s many restaurant

THREE PRIORITIES to improve our Direct-Response business: SNAP INC. | Q2 2022 | INVESTOR LETTER 5 1) Improve first-party measurement tools 2) Offer advertisers their preferred third-party measurement solutions 3) Continue our investment in ranking and personalization recommendations directly on our Map. We believe that new Map Layers add utility for Snapchatters while also driving organic engagement with local businesses, which we aim to convert into advertising partners over time. Minis allow developers to provide innovative experiences on Snapchat that incorporate friends while respecting user privacy. We released our new Minis Private Components System, offering developers the ability to securely add social elements like reviews and ratings to their Minis, thus leveraging their communities’ friend graphs on Snapchat in a privacy-safe manner. Since HBO Max launched their Stream Club feature powered by the Private Components System, Snapchatters have spent more time on average using the HBO Max Mini and inviting their friends to check out the Mini with them. Similarly, mobile service Ding has leveraged the Private Components System, leading to a higher percentage of Snapchatters sharing the Mini with friends. Monetization While we are excited about the progress we have made in terms of community growth and engagement, demand growth on our advertising platform has slowed significantly. The combination of macroeconomic headwinds, platform policy changes, and increased competition have limited the growth of campaign budgets. In some cases, advertisers have lowered their bids per action to reflect their current willingness to pay. For example, in some industries where topline growth remains strong, but businesses are experiencing input cost pressure due to inflation, we have observed reduced marketing spending and lower bids per action. In certain high-growth sectors, businesses are reassessing investment levels amid the rising cost of capital, which is further reflected in campaign budgets and the level of bids per action. We continue to see significant room to drive growth via our direct- response advertising platform because digital advertising provides a measurable return on spend. Even amid current headwinds, there are several verticals finding success at scale on our platform,

and we believe they can serve as a blueprint as we prioritize our roadmaps to support our advertising partners. This will involve three core priorities: improving our privacy-preserving first-party (1P) measurement tools including Advanced Conversions (AC) and Estimated Conversions (EC); ensuring our advertising performance is represented well in advertisers’ preferred third-party (3P) measurement solutions; and, finally, continuing our investment in ranking and personalization. We believe that our work against these priorities, along with the scale and engagement of our audience and rapid product innovation, provides a path to regain momentum and drive performance at scale for businesses globally. In response to ongoing platform policy changes, we have seen many advertisers adapt their strategies. We are working to scale our first-party attribution solutions through more partner integrations, increased solutions engineering support, and by making these integrations easier and less costly. These integrations bring additional signals into our optimization models and enhance our first party measurement solutions including AC and EC. Many advertisers who have recently integrated with our attribution solutions are already seeing success. For example, luxury footwear brand Level Shoes was able to accurately capture the cross-platform impact of its Snap Ads campaign after recently integrating with our Conversions API (CAPI). Their campaign resulted in a 171% increase in return on ad spend on web after implementing CAPI. We want to ensure that our advertising performance is easily measured via advertisers’ preferred third-party solutions. For web-based advertisers, our near-term focus is on web analytics tools like Google Analytics. We are working to increase in-session conversions by improving the technical performance and user experience of our ad products, which will make these conversions easier to measure by increasing their observability. Our work here includes reducing load times, allowing intelligent preloading of assets, improving form autofill, and deep-linking to external browsers. For app-based advertisers, our near-term focus is on The Level Shoes campaign achieved a 171% increase in ROAS on web after implementing CAPI. LEVEL SHOES SNAP INC. | Q2 2022 | INVESTOR LETTER 6

both SKAdNetwork and mobile measurement partners. In Q3, this will primarily involve preparing to support SKAN 4.0. We are still early in the journey of adjusting our core ranking models to properly incorporate SKAN-based signals and seeing significant gains from each incremental model release. SKAN 4.0 adds more granularity for lower-funnel goals, which we believe will provide even more headroom for improvement. Our third priority is continuing to invest in improving ranking and personalization. We are focused on cultivating new models that leverage privacy-safe signals in order to deliver the optimal ad to the optimal Snapchatter at the optimal moment. In order to improve signal capture and utilization we will leverage privacy- preserving signals from CAPI and increase the utilization of organic signals from our AR Shopping Lenses as well as from Public Profiles for Businesses. The use of these first-party interactions on our platform will provide new signals to inform improved ranking and relevance. We believe there is already significant marginal return available to advertisers who invest holistically in our products. In the first half of the year, we began to scale our Multi-Format Delivery offering between Story Ads and Snap Ads, with a small set of goals to make it easier to manage, optimize, and measure campaign performance across all formats. We will expand the availability of this solution, particularly AR, over the course of this year. This is because we know our products work better together. For example, Domino’s leveraged Snap Ads, Story Ads, Commercials, and a Reaction Lens to launch a multi-cell test targeting their broad audience to support their Mind Ordering campaign. The Reaction Lens helped extend the reach of their video creative by putting their content in the Snap camera and inviting users to participate in the Mind Ordering storyline via AR. The campaign helped drive an increase in brand association and incremental purchase lift for Domino’s while providing a fun and relevant way to connect with Gen Z and millennial audiences. DOMINO'S Domino’s campaign helped increase brand association and incremental purchase lift while providing a fun way to connect with their audience. SNAP INC. | Q2 2022 | INVESTOR LETTER 7

60M 42% Try-Ons Higher ROAS ZENNI We are also working hard to deliver new revenue-generating opportunities, including Spotlight, augmented reality advertising, our Snapchat+ subscription service, and, over time, by monetizing the Snap Map. SNAP INC. | Q2 2022 | INVESTOR LETTER 8 We see a massive opportunity for AR-driven product innovation in e-commerce. Since January of 2021, more than 250 million Snapchatters have engaged with AR shopping Lenses more than 5 billion times, and we intend to focus on translating this AR engagement into AR revenue. Over the past year, we have made significant progress in driving real-world results using AR shopping tools. For example, Zenni Optical’s AR Lenses have been tried on over 60 million times by Snapchatters, and Lenses that used our true-size technology drove a 42% higher return on ad spend compared to Lenses without. Similarly, last quarter, we provided our commerce partners with an opportunity to bring Snap’s AR try- on technology into their own apps and websites using Camera Kit for Shopping. Puma is our first global brand partner to adopt this technology, bringing AR footwear try-on to their brand new mobile app, and we are excited to work with more partners to build out incredible AR experiences. We also recently launched Snapchat+, a new way for our community to access exclusive, experimental, and pre-release features for $3.99 per month. This service launched less than one month ago, and we are excited about the long-term potential for this service to deliver compelling experiences for the most passionate members of our community. This week, we released Snapchat for Web starting with Snapchat+ subscribers in the US, UK, and Canada, as well as for Snapchatters across Australia and New Zealand. Finally, we will expand our average revenue per user (ARPU) opportunity on the Snap Map by driving organic engagement with Places on our Map and, ultimately, providing location-based advertising products. To that end, we have begun experimenting

REVENUE ($) +13% Year over Year Q2 ‘21 982M Q2 ‘22 1,111M GAAP GROSS MARGIN ($) Q2 ‘21 537M Q2 ‘22 665M ADJUSTED GROSS MARGIN ($)2 61% Adjusted Gross Margin +5% Adjusted Gross Margin Expansion Q2 ‘21 545M Q2 ‘22 SNAP INC. | Q2 2022 | INVESTOR LETTER 9 673M with highlighting Promoted Places on the Map. For select advertisers running Snap Ads that direct users to a location on the Map, we also promote the Places directly on the Map during the campaign. While this was a small early test, it is a notable milestone in our explorations of the Map as an advertising surface. Financials Our revenue grew 13% year-over-year to reach $1.11 billion in Q2. We observed a 25 percentage point deceleration in revenue growth quarter-over-quarter, with revenue decelerating as we moved through the quarter. The deceleration in revenue growth was observed across both our direct-response and brand advertising businesses, even as direct-response advertising grew modestly faster. Additionally, we continued to see demand grow faster for mid and upper-funnel objectives while growing relatively slower for lower-funnel app-based goal-based bidding (GBB) that have been most directly impacted by platform policy changes. In Q2, eCPM increased by 4% year-over-year, while 9% impression growth delivered the balance of year-over-year revenue growth, with impression growth driven primarily by growth in content engagement. We continue to work diligently to improve measurement and optimization for our partners, and we have observed a quarter-over-quarter decline in CPA across all of our GBB objectives, even as the volume of actions driven has risen in aggregate and for nearly all of our GBBs. Adjusted gross margin was 61% in Q2, an increase of approximately 5 percentage points year-over-year. Infrastructure cost per DAU was $0.58 in Q2, down from $0.62 the prior year, and equal to the record low as a public company of $0.58 that we reported in the prior quarter. We believe the progress we have made in driving down our unit costs over time provides validation for our asset-light infrastructure model, which has, in turn, enabled us to hold CapEx investment at less than 2% of revenue over the trailing 12 months.

ADJUSTED OPERATING EXPENSES ($)3 Q2 ‘21 427M Q2 ‘22 665M GAAP OPERATING EXPENSES ($) Q2 ‘21 730M Q2 ‘22 1,065M ADJUSTED EBITDA ($)4 Q2 ‘21 117M Q2 ‘22 7M GAAP NET INCOME ($) Q2 ‘21 -152M Q2 ‘22 SNAP INC. | Q2 2022 | INVESTOR LETTER 10 -422M Adjusted operating expenses were $665 million in Q2, up 56% year-over-year. Total personnel costs were up 44% year-over-year, driven by a 38% increase in full-time head count as well as the impact of acquisitions completed over the last year. Marketing was the next-largest driver of year-over-year adjusted operating expense growth, with total marketing spend increasing 86% year- over-year in Q2, due in part to the timing of marketing campaigns and activations relative to the prior year. Additionally, we continue to see costs return to our cost structure that were otherwise diminished during the pandemic period, which collectively contributed approximately 4 percentage points to the year over year growth rate in Q2. Adjusted EBITDA was $7 million in Q2, compared to $117 million in Q2 of the prior year, reflecting the revenue and cost growth noted earlier. Net loss was $422 million in Q2, compared to a net loss of $152 million in Q2 of the prior year. The $270 million higher net loss reflects the flow-through of the $110 million decline in adjusted EBITDA; a $91 million unfavorable change in investment income due to a combination of prior-year quarter gains and current quarter net losses on investments; $51 million higher depreciation and amortization largely reflecting accelerated amortization of intangible assets resulting from our initial efforts to reprioritize and refocus our operations; $47 million higher stock- based compensation due largely to growth in headcount; and $9 million in higher taxes, partially offset by the impact of $37 million in expenses related to the early conversion of convertible notes in the prior year. Total fully diluted shares grew 3.3% year-over-year in Q2, down from 4.0% in the prior year when dilution was elevated by the impact of early conversions of our convertible notes that contributed 2.3% to the dilution rate. The portion of our year-over- year share count growth driven by stock-based compensation was 2.5% in Q2, up from 1.7% in the prior year. Q2 is the quarter during which we have historically issued ongoing grants to existing team members and the year-over-year decline in our stock price —

OPERATING CASH FLOW ($) Q2 ‘21 -101M Q2 ‘22 -124M We’re announcing a stock repurchase program of up to $500 million to protect shareholder value from the impact of dilution. CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES ($) Q2 ‘21 3,467M Q2 ‘22 4,872M FREE CASH FLOW ($)5 Q2 ‘21 -116M Q2 ‘22 SNAP INC. | Q2 2022 | INVESTOR LETTER 11 -147M combined with the growth of our team — were the primary drivers of the increase in dilution related to stock-based compensation in the current period. To protect shareholder value from the impact of dilution, we are announcing a stock repurchase program of up to $500 million. If executed at our trailing 30-day average stock price, this stock repurchase program would be sufficient to offset the vast majority of the dilution from stock-based compensation over the trailing 12 months. Given the strength of our balance sheet — with approximately $4.9 billion in cash and marketable securities on hand and total outstanding convertible debt of $3.7 billion with no debt maturing prior to 2025 — we believe this is a responsible investment to minimize the impact of stock-based compensation on our share count. Free cash flow for Q2 was negative $147 million, reflecting the collection of seasonally lower revenue generated in the prior quarter, while trailing twelve-month free cash flow was $172 million. Operating cash flow was negative $124 million, similarly reflecting the impact of collecting seasonally low revenue generated in the prior quarter, while trailing twelve month operating cash flow was $260 million. As we look toward Q3, we are pleased with the momentum we have observed in our community, and we estimate that DAU will be approximately 360 million in Q3. Thus far in Q3, revenue is approximately flat on a year-over-year basis. Forward-looking visibility remains incredibly challenging, and it is unclear how the headwinds we observed in Q2 will evolve as we move through Q3. Given this, we do not intend to provide financial guidance for Q3. That said, it is clear that our rate of revenue growth has slowed considerably and we must adapt our investment strategy. We intend to substantially slow our rate of hiring, as well as the rate of operating expense growth. We will reprioritize our investments and drive a renewed focus on productivity. As we implement these changes, we will focus on sustaining the investments we believe are most critical to capitalizing on the future of AR and executing on the priorities we have articulated above. We may incur transition

costs in the near term as we execute on these changes, but we expect to emerge with a more focused cost structure as a result. While our Q2 financial results do not reflect our ambition for our business, we will meet the challenges of the current operating environment by prioritizing the needs of our community and partners who are essential to our success, investing heavily in our direct-response advertising business to deliver measurable return on investment for our advertising partners, and executing against our enormous opportunity in augmented reality as we work to accelerate our road map and deliver against our long-term plans for computing overlaid on the world. We are deeply grateful for the continued support of our team members, customers, partners, and investors as we continue to innovate and work towards our business goals. We define a Map Active User as a registered Snapchat user who opens the map at least once during the period of interest. Prior to June 2022, we reported Map Active Users using a different methodology. As a result, Map Active Users are not comparable to those in prior periods. We define adjusted gross margin as GAAP revenue less adjusted cost of revenue, and as a percentage, divided by GAAP revenue. Adjusted cost of revenue excludes stock- based compensation expense and other payroll related tax expense, depreciation and amortization, and certain other non-cash or nonrecurring items impacting net income (loss) from time to time of $8 million and $8 million for the three months ended June 30, 2022 and 2021, respectively. Adjusted operating expenses excludes stock-based compensation expense and other payroll related tax expense, depreciation and amortization, and certain other non-cash or non-recurring items impacting net income (loss) from time to time of $400 million and $302 million for the three months ended June 30, 2022 and 2021, respectively. We define Adjusted EBITDA as net income (loss), excluding interest income; interest expense; other income (expense), net; income tax benefit (expense); depreciation and amortization; stockbased compensation expense and other payroll related tax expense; and certain other non-cash or non-recurring items impacting net income (loss) from time to time. See Appendix for reconciliation of net loss to Adjusted EBITDA. We define Free Cash Flow as net cash provided by (used in) operating activities, reduced by purchases of property and equipment. See Appendix for reconciliation of net cash provided by (used in) operating activities to Free Cash Flow. SNAP INC. | Q2 2022 | INVESTOR LETTER 12

Appendix

This letter contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this letter, including statements regarding guidance, our future results of operations or financial condition, our stock repurchase program, future stock dividends, business strategy and plans, user growth and engagement, product initiatives, objectives of management for future operations, and advertiser and partner offerings, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this letter. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this letter primarily on our current expectations and projections about future events and trends, including our financial outlook, geo-political conflicts, and the COVID-19 pandemic, that we believe may continue to affect our business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: our financial performance; our ability to attain and sustain profitability; our ability to generate and sustain positive cash flow; our ability to attract and retain users, publishers, and advertisers; competition and new market entrants; managing our international expansion and our growth and future expenses; compliance with new laws, regulations, and executive actions; our ability to maintain, protect, and enhance our intellectual property; our ability to succeed in existing and new market segments; our ability to attract and retain qualified and key personnel; our ability to repay outstanding debt; future acquisitions, divestitures or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, and war or other armed conflict, as well as risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in our most recent periodic report filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website at www.sec.gov. Additional information will be made available in Snap Inc.’s periodic report that will be filed with the SEC for the period covered by this letter and other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this letter are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this letter or to reflect new information or the occurrence of unanticipated events, including future developments related to geo-political conflicts, the COVID-19 pandemic, and macroeconomic conditions, except as required by law. SNAP INC. | Q2 2022 | INVESTOR LETTER 14 Forward Looking Statements

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use the non-GAAP financial measure of Free Cash Flow, which is defined as net cash provided by (used in) operating activities, reduced by purchases of property and equipment. We believe Free Cash Flow is an important liquidity measure of the cash that is available, after capital expenditures, for operational expenses and investment in our business and is a key financial indicator used by management. Additionally, we believe that Free Cash Flow is an important measure since we use third-party infrastructure partners to host our services and therefore we do not incur significant capital expenditures to support revenue generating activities. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth. We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss); excluding interest income; interest expense; other income (expense), net; income tax benefit (expense); depreciation and amortization; stock-based compensation expense and other payroll related tax expense; and certain other non-cash or non-recurring items impacting net income (loss) from time to time. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in Adjusted EBITDA. We use the non-GAAP financial measure of non-GAAP net income (loss), which is defined as net income (loss); excluding amortization of intangible assets; stock-based compensation expense and other payroll related tax expense; certain other non- cash or non-recurring items impacting net income (loss) from time to time; and related income tax adjustments. Non-GAAP net income (loss) and weighted average diluted shares are then used to calculate non-GAAP diluted net income (loss) per share. Similar to Adjusted EBITDA, we believe these measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses we exclude in the measure. We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, please see “Reconciliation of GAAP to Non-GAAP Financial Measures” included as an Appendix to this letter. Snap Inc., “Snapchat,” and our other registered and common law trade names, trademarks, and service marks are the property of Snap Inc. or our subsidiaries. SNAP INC. | Q2 2022 | INVESTOR LETTER 15 Non-GAAP Financial Measures

Three Months Ended SNAP INC. | Q2 2022 | INVESTOR LETTER 16 Three Months Ended Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, unaudited) We define Adjusted EBITDA as net income (loss), excluding interest income; interest expense; other income (expense), net; income tax benefit (expense); depreciation and amortization; stock-based compensation expense and other payroll related tax expense; and certain other non-cash or non-recurring items impacting net income (loss) from time to time. We define Free Cash Flow as net cash provided by (used in) operating activities, reduced by purchases of property and equipment.