Form 8-K/A

8-K/A — Snap Inc

Accession: 0001193125-26-212461

Filed: 2026-05-07

Period: 2026-05-05

CIK: 0001564408

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

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

Item: Financial Statements and Exhibits

Documents

8-K/A — d135064d8ka.htm (Primary)

EX-10.1 (d135064dex101.htm)

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8-K/A

8-K/A (Primary)

Filename: d135064d8ka.htm · Sequence: 1

8-K/A

0001564408 0001564408 2026-05-05 2026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026 (May 5, 2026)

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. ☐

Explanatory Note

We are filing this Amendment No. 1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2026 (the “Original Report”) solely to provide the disclosures required by Items 5.02 and 9.01 of Form 8-K with respect to the appointment of Douglas Hott as Chief Financial Officer of Snap and the material terms of his compensation arrangement with us. Other than as set forth in this Explanatory Note, this Amendment No. 1 does not amend any other disclosures in the Original Report.

Item 5.02

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

On May 5, 2026, our board of directors appointed Douglas Hott as Chief Financial Officer and principal financial officer, effective May 9, 2026.

Mr. Hott will have an annual salary of $1,000,000. In addition, effective May 9, 2026, Mr. Hott was awarded restricted stock units with an aggregate value of at least $14,900,000 in shares of our Class A common stock subject to time-based vesting in quarterly installments over thirty-three months (the “Promotion RSUs”). Mr. Hott will also be eligible to receive annual equity awards with an initial target annual grant value of $6,000,000, to be granted in the form of restricted stock units subject to vesting conditions to be determined at the time of grant. The vesting of any such annual equity awards will commence following the full vesting of the Promotion RSUs. The foregoing description of Mr. Hott’s offer letter is qualified in its entirety by reference to the full text of the agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Offer Letter, by and between Snap Inc. and Douglas Hott, dated May 5, 2026.

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 hereunto duly authorized.

SNAP INC.

Date: May 7, 2026

By:

/s/ Zachary Briers

Zachary Briers

General Counsel

EX-10.1

Filename: d135064dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

May 5, 2026

Douglas Hott

Via personal email

Dear Doug,

Congratulations! We are thrilled to offer you a change in position at Snap Inc. (the “Company” or “Snap”). As part of your new role,

you will be eligible for the following starting total rewards package:

Role Summary:

Initial Title: Chief Financial Officer

Effective

Date: May 9, 2026

Work Location and Office Address: Santa Monica - 2950 31st St

Job Classification: Full time, exempt

Annual

Salary: $1,000,000

You will be paid biweekly, subject to applicable payroll deductions and withholdings.

Snap offers a full range of benefits to support you and your qualified dependents.

You may be eligible to receive discretionary equity awards pursuant to the Company’s compensation program. Please note that whether or not you are

eligible to receive discretionary equity awards, as well as the form, amount, and terms of the award, will be determined by the Company in its sole discretion. Please see below for more information about our equity plan and equity awards.

Under the Snap Inc. 2017 Equity Incentive Plan or any successor equity plan (the “Plan”), and subject to approval by the Company’s Board of

Directors (the “Board”), the Company will grant you an award of restricted stock units (“RSUs”) as promotion RSUs (“Promotion RSUs”) with an aggregate value of at least $14,900,000. So long as you remain an

employee, the Promotion RSUs will vest quarterly over 33 months approximately as follows: 24% in the first 9 months following your vest start date, then 38% in the second 12 months, and 38% in the remaining 12 months.

Subject to your performance, you also will be eligible to receive ongoing equity awards with an initial target annual value of $6,000,000 issued in RSUs

subject to vesting. Such ongoing equity will begin vesting after the full vesting of your Promotion RSUs.

For any of the equity awards described above,

the number of RSUs granted will be determined by using the fair market value of the Company’s Common Stock, based on the methodology adopted by the Board for such awards. The vesting date and grant price for each award will be set by the Board

and you will be notified of the same.

For all RSUs, the Company may, in its sole discretion, elect to hold back a number of vested shares required to

cover the taxes, withholdings, and other similar obligations due upon the issuance of the vested RSU shares to you. In all cases, all RSUs will be subject to the terms and conditions of the Plan and the applicable grant agreement.

All equity grants are subject to approval by the Board and will be awarded pursuant to the Plan and any Company compensation program.

Snap Inc. is a dynamic and iterative company and as such, our programs and practices may change from time to

time at the Company’s sole discretion. This includes changes to the total rewards package described above. The Company may change your position, duties, and work location from time to time at its discretion. As a Snap Inc. 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. This means you

may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying us. Likewise, the Company may terminate your employment at any time or change the terms and conditions of your employment, with or without

cause or notice. By signing below, you agree to the at-will nature of your employment and acknowledge that this paragraph describing the at-will nature of your

employment supersedes any other agreements or promises made to you by anyone, whether written or oral. Your employment at-will status can be modified only in a written agreement signed by an officer of Snap

Inc.

If you accept our offer, we would like you to start your new role on the start date stated in the offer summary above. This offer letter supersedes

any other agreements or promises made to you by anyone, whether oral or written.

Sincerely,

/s/ Scott Withycombe

Scott Withycombe, Chief People Officer

Accepted and agreed:

/s/ Douglas Hott

Douglas Hott

Date: May 5, 2026

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