Snap : Unregistered Sale of Equity Securities (Form 8-K)

Unregistered Sale of Equity Securities

On August 30, 2021, we entered into various exchange agreements (collectively, the 'Exchange Agreements') with certain holders of our outstanding 0.25% Convertible Senior Notes due 2025 (the '2025 Notes') pursuant to which we will exchange approximately $302.4 million principal amount of the 2025 Notes for aggregate consideration of 14,011,617 shares of our Class A common stock (the 'Exchange Shares'). We will issue the Exchange Shares in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the 'Securities Act'). The transactions are expected to close on September 1, 2021, subject to customary closing conditions.

In addition, on July 16, 2021, we issued a total of 84,174 shares of our Class A common stock (the 'Acquisition Shares') as consideration in connection with our acquisition of a technology company, in a private transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2), Regulation D, or Regulation S under the Securities Act.

The Exchange Shares and the Acquisition Shares have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K doesnot constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.

Forward-Looking Statements

This Current Report on Form 8-K containsforward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, expectations regarding the expected closing of the transactions contemplated by the Exchange Agreements. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as 'anticipates,' 'believes,' 'could,' 'estimates,' 'expects,' 'intends,' 'may,' 'plans,' 'potential,' 'will,' or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include market risks, trends, and conditions. These and other risks are more fully described in our filings with the Securities and Exchange Commission, including in the section titled 'Risk Factors' in our Quarterly Report on Form 10-Q forthe quarter ended June 30, 2021. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this Current Report on Form 8-K. Wedisclaim any obligation to update forward-looking statements.