Snap : Information Statement

3000 31st Street

Santa Monica, California 90405

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 20, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 annual meeting of stockholders of Snap Inc., which will be held online on Wednesday, July 20, 2022 at 1:00 p.m. Pacific time. The purpose of the meeting is to present the results of the following pending matters before stockholders by written consent:

1. To elect the ten nominees for director named in the information statement to serve until the next annual meeting or their successors are duly elected and qualified; and
2. To ratify the selection by the audit committee of our board of directors of Ernst & Young LLP as Snap's independent registered public accounting firm for the fiscal year ending December 31, 2022.

These items of business are more fully described in the information statement.

All holders of Class B common stock and Class C common stock as of the close of business on June 10, 2022 may vote on any matters pending before stockholders. Holders of Class A common stock are not entitled to vote on the pending matters.

All stockholders, including holders of Class A common stock, can access the meeting at investor.snap.com. Stockholders may submit any

questions to management in advance of the meeting by sending them to [e-mail] on or before July 14, 2022. Stockholders can also access copies of this information statement and annual report at investor.snap.com and with our filings with the U.S. Securities and Exchange Commission.

By order of the board of directors,

/s/ Michael O'Sullivan

Michael O'Sullivan

General Counsel, Interim Chief Compliance Officer, and

Secretary

Santa Monica, California

June 24, 2022

Important Notice Regarding the Internet Availability of our Information Statement for the 2022 Annual Meeting of Stockholders to be held on

July 20, 2022 at: investor.snap.com.

Our 2021 annual report is available at: investor.snap.com.

Stockholders holding a majority of the voting power of the shares entitled to vote have indicated that they intend to act by written consent to vote FOR

each of the proposals identified above.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

3000 31st Street

Santa Monica, California 90405

INFORMATION STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

July 20, 2022

INFORMATION REGARDING THE MEETING

This information statement is being made available to our stockholders to provide information regarding our 2022 annual meeting of stockholders to be held on Wednesday, July 20, 2022 at 1:00 p.m. Pacific time. The meeting will be held online. The record date for the meeting is June 10, 2022, or the "Record Date." Additional information about the meeting is included below under "Questions and Answers about this Information Statement and the Meeting."

As of the close of business on June 10, 2022, we had 1,386,562,899 shares of Class A common stock, 22,638,471 shares of Class B common stock, and 231,626,943 shares of Class C common stock outstanding. Holders of our Class A common stock are not entitled to vote on any pending matters. Holders of our Class B common stock as of the Record Date are entitled to one vote per share and holders of Class C common stock as of the Record Date are entitled to ten votes per share. Holders of shares of Class B common stock and Class C common stock will vote together as a single class on all matters submitted to a vote of stockholders.

As a result of the Class B common stock and Class C common stock that they hold and have voting power to as of the Record Date, Evan Spiegel, our co-founder and Chief Executive Officer, and Robert Murphy, our co-founder and Chief Technology Officer, will be able to exercise voting rights with respect to over 99.5% of the voting power of our outstanding capital stock entitled to vote. As a result, Mr. Spiegel and Mr. Murphy, or Mr. Spiegel acting alone, have the ability to control the outcome of all matters submitted to our stockholders for approval.

We have been informed that Mr. Spiegel and Mr. Murphy intend to act by written consent to vote their shares of Class C common stock:

1. "FOR" the election of each of the named nominees for director; and (2) "FOR" ratification of the appointment of our independent public accounting firm for fiscal year 2022. Accordingly, we expect Proposals 1 and 2 to be approved by written consent prior to the meeting.

Because our directors will be elected by written consent, and not at the meeting, our 2022 meeting of stockholders may not be an annual meeting of stockholders under the Delaware General Corporation Law. For all other purposes, we treat the meeting as our annual meeting of stockholders.

Stockholders may submit any questions to management in advance of the meeting by sending them to [e-mail] on or before July 14, 2022.

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QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT

AND THE MEETING

Q: Why is this information statement being provided?

We are holding our annual meeting of stockholders on July 20, 2022 to present the results of the action by written consent to approve the matters described in this information statement. This information statement contains information about the matters pending before stockholders. This information statement is being made available to you for informational purposes only.

All stockholders will have the ability to access the information statement at investor.snap.com or request to receive a printed copy of the information statement by mail. Instructions on how to access the information statement over the Internet or to request a printed copy may be found below.

Q: How do I attend the meeting?

This meeting will be a completely virtual meeting of stockholders, which will be conducted through an audio webcast. All stockholders are invited to attend our meeting by visiting investor.snap.com. Stockholders, including Class A stockholders, may submit any questions to management in advance of the meeting by sending them to [e-mail] on or before July 14, 2022.

The meeting webcast will begin promptly at 1:00 p.m. Pacific Time. We encourage you to access the meeting prior to the start time.

Q: Who can act by written consent to vote on stockholder matters?

No vote will be held at the meeting. Instead, our management, at the direction of our board of directors, will solicit approval of the pending matters by written consent of the holders of voting stock.

Class A Common Stock: Holders of Class A common stock will not be entitled to vote on any matter before stockholders.

Class B Common Stock & Class C Common Stock: Only holders of Class B common stock and Class C common stock as of the close of business on June 10, 2022 will be able to vote their shares for matters pending before stockholders. Holders of our Class B common stock are entitled to one vote per share held at the Record Date. Holders of Class C common stock are entitled to ten votes per share held at the Record Date. Holders of shares of Class B common stock and Class C common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders. On the Record Date, there were 22,638,471 shares of Class B common stock and 231,626,943 shares of Class C common stock outstanding and entitled to vote.

Q: Is the board of directors of Snap Inc. soliciting my proxy?

No. Snap's board of directors is not asking you for a proxy or consent in connection with the pending matters and you are requested not to send us a proxy. Stockholders holding a majority of the voting power of the shares entitled to vote have already indicated that they intend to act by written consent to vote (1) "FOR" the election of each of the named nominees for director; and (2) "FOR" ratification of the appointment of our independent public accounting firm for fiscal year 2022. Accordingly, we expect Proposals 1 and 2 to be approved by written consent prior to the meeting.

1. What are the pending matters to be approved by written consent? The matters to be approved by written consent are:
   • Election of ten directors; and

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1. • Ratification of the selection by the audit committee of our board of directors of Ernst & Young LLP as Snap's independent registered public accounting firm for the fiscal year ending December 31, 2022.
2. How many votes are needed to approve each proposal?

As a result of the Class B common stock and Class C common stock that they hold and have voting power to as of the Record Date, Evan Spiegel, our co-founder and Chief Executive Officer, and Robert Murphy, our co-founder and Chief Technology Officer, will be able to exercise voting rights with respect to over 99.5% of the voting power of our outstanding capital stock entitled to vote. We have been informed that Mr. Spiegel and

Mr. Murphy intend to act by written consent to vote their shares of Class C common stock: (1) "FOR" the election of each of the named nominees for director; and (2) "FOR" ratification of the appointment of Ernst & Young LLP as our independent public accounting firm for fiscal year 2022. Accordingly, we expect Proposals 1 and 2 to be approved by written consent prior to the meeting.

Q: What if another matter is properly brought before the meeting?

Our board of directors knows of no other matters that will be presented for consideration at the meeting. If any new matter is properly brought before the stockholders, it will be announced at the meeting or included in a filing with the U.S. Securities and Exchange Commission, or the SEC, within four business days after the effective date of the written consent.

Q: How do the majority stockholders of Snap Inc. intend to vote?

We have been informed that Mr. Spiegel and Mr. Murphy, who together hold over 99.5% of the voting power of our outstanding capital stock entitled to vote, intend to act by written consent to vote their shares of Class C common stock: (1) "FOR" the election of each of the named nominees for director; and (2) "FOR" ratification of the appointment of Ernst & Young LLP as our independent public accounting firm for fiscal year 2022. Accordingly, we expect Proposals 1 and 2 to be approved by written consent prior to the meeting.

Q: When are stockholder proposals and director nominations due for next year's annual meeting?

To be considered for inclusion in next year's annual meeting, your proposal must be submitted in writing no earlier than the close of business on the 120th day nor later than the 90th day prior to the first anniversary of the action by written consent contemplated by this information statement to our Corporate Secretary at 3000 31st Street, Santa Monica, California 90405, and must comply with all applicable requirements. The actual date of the consent will be disclosed in a filing with the SEC within four business days after the effective date of the written consent. You are also advised to review our bylaws, which include additional requirements about advance notice of stockholder proposals and director nominations.

Q: What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting where business will be transacted. A quorum will be present if stockholders holding at least a majority of the voting power of the shares entitled to vote are present at the meeting in person or represented by proxy. On the Record Date, there were 22,638,471 shares of Class B common stock and 231,626,943 shares of Class C common stock outstanding and entitled to vote.

Q: How can I find out the results of the action by written consent?

We expect to announce the results of the action by written consent at the meeting. In addition, final results will be published in a filing with the SEC within four business days after the effective date of the written consent.

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PROPOSAL 1

ELECTION OF DIRECTORS

As recommended by our nominating and corporate governance committee, our board of directors has nominated, and recommended that our stockholders approve, the re-election of the current directors.

Each of the nominees listed below is currently a director of Snap. Each director to be elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or, if sooner, until the director's death, resignation, or removal. Each person nominated for election has agreed to serve if elected. Snap's management has no reason to believe that any nominee will be unable to serve. It is Snap's policy to encourage nominees for directors to attend the annual meeting.

In accordance with Delaware law and our certificate of incorporation, stockholders may act by written consent to elect directors. However, if the consent is less than unanimous, an action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by that action. As a result, the written consent will first remove each director and then immediately elect the nominated directors.

Nominees

The nominating and corporate governance committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct Snap's business. To that end, the committee has identified and evaluated nominees in the broader context of the board's overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, sound business judgment, and other qualities that the committee views as critical to effective functioning of a board of directors.

The name and age of each nominee for director as of December 31, 2021, his or her position with us, the year in which he or she first became a director, if applicable, and certain biographical information is listed below. For more information about our board of directors, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Name	Age	Position	Director Since
Evan Spiegel	31	Co-Founder, Chief Executive Officer, and Director	2012
Robert Murphy	33	Co-Founder, Chief Technology Officer, and Director	2012
Michael Lynton(1)(2)	62	Director and Chairman of the board of directors	2013
Kelly Coffey(3)	56	Director	2020
Joanna Coles(2)	57	Director	2015
Liz Jenkins(3)	44	Director	2020
Stanley Meresman(3)	75	Director	2015
Scott D. Miller(1)(3)	69	Director	2016
Poppy Thorpe(1)(3)	37	Director	2018
Fidel Vargas(2)	53	Director	2021

1. Member of the compensation committee.
2. Member of the nominating and corporate governance committee.
3. Member of the audit committee.

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led the nominating and corporate governance committee to recommend that person as a nominee for director.

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