Snap Inc

1. Description of Business and Summary of Significant Accounting Policies

Snap Inc. is a technology company.

Snap Inc. (“we,” “our,” or “us”), a Delaware corporation, is headquartered in Santa Monica, California. Our flagship product, Snapchat, is a visual messaging application that was created to help people communicate through short videos and images called “Snaps.”

Basis of Presentation

The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Our consolidated financial statements include the accounts of Snap Inc. and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) in February 2026 (the “Annual Report”).

In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position, results of operations, and cash flows. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026.

There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our consolidated financial statements and related notes.

Use of Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts in the consolidated financial statements. Management’s estimates and judgments are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates.

Key estimates and judgments relate primarily to determining the recoverability of long-lived assets, evaluation of contingencies, uncertain tax positions, and the fair value of strategic investments. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

2. Revenue

We determine revenue recognition by first identifying the contract or contracts with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when, or as, we satisfy a performance obligation.

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We determine collectability by performing ongoing credit evaluations and monitoring customer accounts receivable balances. Sales tax, including value added tax, is excluded from reported revenue.

In arrangements where another party is involved in providing specified services to a customer, we evaluate whether we are the principal or agent. In this evaluation, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.

Advertising Revenue

We generate the substantial majority of our revenue through the sale of our advertising products on Snapchat, which include Snap Ads and AR Ads, referred to as advertising revenue. AR Ads include Sponsored Lenses, which allow users to interact with an advertiser’s brand by enabling branded augmented reality experiences.

Advertising revenue is primarily generated from the display of advertisements on Snapchat through contractual agreements that are either based on the number of advertising impressions delivered or on a fixed fee basis over a period of time. Revenue related to agreements based on the number of impressions delivered is recognized when the advertisement is served. Revenue related to fixed fee arrangements is recognized ratably over the service period, typically less than 30 days in duration, and such arrangements do not contain minimum impression guarantees.

For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis. For the periods presented, revenue for arrangements where we are the agent was not material.

Other Revenue

Other revenue primarily consists of revenue from subscriptions, which include Snapchat+, Lens+, and Snapchat Platinum. These services provide subscribers access to exclusive, experimental, and pre-release features, as well as an ad-free experience for Snapchat Platinum subscribers. We also generate subscription revenue from Memories Storage Plans, which provide subscribers with the ability to purchase cloud storage. Subscription revenue is initially deferred and then recognized ratably over the term of the subscription, which is generally one year or less. We report subscription revenue gross of transaction processing fees, which are recognized within cost of revenue on our consolidated statements of operations.

Other revenue also includes amounts earned from partnerships. These agreements are typically structured as fixed-fee arrangements with contract terms that may exceed one year, with revenue recognized ratably over the service period.

We also generate revenue from subscriptions and sales of physical products. Sales of physical products are reported net of allowances for returns. For the periods presented, all such revenue was not material.

The following table represents our revenue disaggregated by source:

The following table represents our revenue disaggregated by geography based on the billing address of the customer:

(1)North America includes Mexico, the Caribbean, and Central America.

(2)United States revenue was $945.4 million and $2,614.6 million for the three and nine months ended September 30, 2026, respectively, and $841.0 million and $2,395.6 million for the three and nine months ended September 30, 2025, respectively.

(3)Europe includes Turkey. Europe also includes Russia and Belarus; however, we maintain a policy prohibiting sales to entities in these countries.

Deferred revenue, included in accrued expenses and other current liabilities on our consolidated balance sheets, was $246.6 million and $145.2 million as of September 30, 2026 and December 31, 2025, respectively.

3. Net Income (Loss) per Share

We compute net income (loss) per share using the two-class method required for multiple classes of common stock. Although shares of our Class A, Class B, and Class C common stock have different voting and conversion rights, they have identical economic rights. Accordingly, basic and diluted net income (loss) per share is the same for each class of common stock and therefore is presented on a combined basis.

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of stock outstanding during the period, adjusted forrestricted stock awards (“RSAs”) for which the risk of forfeiture has not yet lapsed.

Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of diluted common shares outstanding during the period. To calculate diluted common shares outstanding, we use the if-converted method for our convertible senior notes and the treasury stock method for stock options, RSAs, and restricted stock units (“RSUs”).

The numerators and denominators of the basic and diluted net income (loss) per share computations for our common stock are calculated as follows:

(1)Includes 1,439 million and 1,442 million shares of Class A common stock for the three months ended September 30, 2026 and 2025, respectively; and 1,427 million and 1,435 million shares of Class A common stock for the nine months ended September 30, 2026 and 2025, respectively. Includes 23 million shares of Class B common stock and 232 million shares of Class C common stock for each of the periods presented.

(2)Dilutive effect of RSUs and RSAs relate to shares of Class A common stock.

The following potentially dilutive shares were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive:

4. Stockholders’ Equity

We maintainone active share-based employee compensation plan: the 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, RSAs, RSUs, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates.

Restricted Stock Units and Restricted Stock Awards

The following table summarizes the RSU and RSA activity for the nine months ended September 30, 2026:

All RSUs and RSAs vest on the satisfaction of a service-based condition. Total unrecognized compensation cost related to outstanding RSUs and RSAs was $1.4 billion as of September 30, 2026 and is expected to be recognized over a weighted-average period of 2.2 years. The service condition for RSUs and RSAs is generally satisfied in equal monthly or quarterly installments over three tofour years.

Stock Options

For the three and nine months ended September 30, 2026, stock option forfeitures were immaterial and there were no stock option grants or exercises. As of September 30, 2026, all outstanding options were fully vested, and there wasno unrecognized compensation cost related to stock options.

Stock-Based Compensation Expense

Total stock-based compensation expense by function was as follows:

Stock Repurchases

In February 2026, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock. During the nine months ended September 30, 2026, we repurchased and retired 68.5 million shares of our Class A common stock for $350.7 million, including costs associated with the repurchases. As of September 30, 2026, the remaining availability under the stock repurchase authorization was $150.0 million.

In November 2025, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock. We completed this program in January 2026. Under the program, we repurchased and retired 59.4 million shares of our Class A common stock for $500.6 million, including costs associated with the repurchases, representing the entire amount approved by our board of directors in November 2025.

In October 2024, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock. We completed this program in May 2025. Under the program, we repurchased and retired 57.3 million shares of our Class A common stock for $500.6 million, including costs associated with the repurchases, representing the entire amount approved by our board of directors in October 2024.

5. Business Acquisitions

In the nine months ended September 30, 2026, the aggregate purchase consideration for business acquisitions was$88.1 million, which primarily consisted of $68.3 million in cash and $13.6 million recorded in other liabilities in our consolidated balance sheet as of the date of acquisition. Of the aggregate purchase consideration, $60.8 million was allocated to goodwill and the remainder primarily to identifiable intangible assets. The acquired assets are expected to enhance our existing platform, technology, and workforce. The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforce. Of the acquired goodwill and intangible assets, $10.0 million is deductible for tax purposes.

Refer to Note 1 in our consolidated financial statements in the Annual Report for additional details related to our accounting policies for business combinations.

6. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended September 30, 2026 were as follows:

Intangible assets consisted of the following:

Amortization of intangible assets was $7.9 million and $29.5 million for the three and nine months ended September 30, 2026, respectively, and $11.5 million and $35.1 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, the estimated intangible asset amortization expense for the next five years and thereafter is as follows:

7. Debt

Senior Notes

2034 Notes

In August 2025, we entered into a purchase agreement for the sale of $550.0 million principal amount of senior notes due in 2034 (the “2034 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The proceeds from the issuance of the 2034 Notes, net of $8.9 million in debt issuance costs, were $541.1 million and primarily used for the August 2025 repurchase transactions, as discussed below. In connection with the August 2025 repurchase transactions, $1.4 million of the debt issuance costs were expensed in the third quarter of 2025, with the remainder to be amortized to interest expense using the effective interest rate method. The 2034 Notes are unsecured and unsubordinated obligations.

2033 Notes

In February 2025, we entered into a purchase agreement for the sale of $1.50 billion principal amount of senior notes due in 2033 (the “2033 Notes” and collectively with the 2034 Notes, the “Senior Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The proceeds from the issuance of the 2033 Notes, net of $26.9 million in debt issuance costs, were $1.47 billion and primarily used for the February 2025 repurchase transactions, as discussed below. In connection with the February 2025 repurchase transactions, $6.5 million of the debt issuance costs were expensed in the first quarter of 2025, with the remainder to be amortized to interest expense using the effective interest rate method. The 2033 Notes are unsecured and unsubordinated obligations.

Additional terms related to the 2033 Notes and 2034 Notes (collectively, the “Senior Notes”) are as follows:

(1)We may redeem for cash all or any portion of the Senior Notes, at our option, at any time prior to the redemption dates at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed plus any accrued and unpaid interest and a “make-whole” premium as provided in the respective indentures. Until the redemption dates, we may redeem up to 40% of the original aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a redemption price of 106.875% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest. In addition, we may redeem all or any portion of the Senior Notes at any time on or after the redemption dates at the redemption prices set forth in the respective indentures, plus any accrued and unpaid interest.

(2)Interest is payable in cash semi-annually in arrears.

The Senior Notes include customary terms and covenants, including certain events of default, after which the Senior Notes may be due and payable immediately. In addition, if we experience certain change of control events, as described in the respective indentures, we will be required to make an offer to repurchase some or all of the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes to be repurchased plus accrued and unpaid interest.

Convertible Senior Notes

2030 Notes

In May 2024, we entered into a purchase agreement for the sale of an aggregate of $750.0 million principal amount of convertible senior notes due in 2030 (the “2030 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2030 Notes were $671.5 million, net of debt issuance costs and cash used to purchase the capped call transactions (the “2030 Capped Call Transactions”) discussed below. The 2030 Notes are unsecured and unsubordinated obligations.

2028 Notes

In February 2022, we entered into a purchase agreement for the sale of an aggregate of $1.50 billion principal amount of convertible senior notes due in 2028 (the “2028 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2028 Notes were $1.31 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2028 Capped Call Transactions”) discussed below. The 2028 Notes are unsecured and unsubordinated obligations.

2027 Notes

In April 2021, we entered into a purchase agreement for the sale of an aggregate of $1.15 billion principal amount of convertible senior notes due in 2027 (the “2027 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2027 Notes were $1.05 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2027 Capped Call Transactions”) discussed below. The 2027 Notes are unsecured and unsubordinated obligations.

2026 Notes

In August 2019, we entered into a purchase agreement for the sale of an aggregate of$1.265 billion principal amount of convertible senior notes due in 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2026 Notes were $1.15 billion, net of debt issuance costs and cash used to purchase the capped call transactions (the “2026 Capped Call Transactions”) discussed below. The 2026 Notes were unsecured and unsubordinated obligations. The outstanding balance of the 2026 Notes was repaid in accordance with its contractual terms.

Additional terms related to the 2026 Notes, 2027 Notes, 2028 Notes, and 2030 Notes (collectively, the “Convertible Notes”) are as follows:

(1)We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after the redemption dates based on certain circumstances as described in the respective indentures governing the Convertible Notes.

(2)Holders of the Convertible Notes may convert all or a portion of their notes at their option prior to the optional conversion date, in multiples of $1,000 principal amounts, under certain circumstances as described in the respective indentures governing the Convertible Notes. On or after the optional conversion date, the Convertible Notes are convertible at any time until the close of business on the business day immediately preceding the respective maturity date.

(3)The Convertible Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at the initial conversion rates of Class A common stock per $1,000 principal amount of the respective Convertible Note. The initial conversion rates specified above represent an initial conversion price of $22.81, $89.25, $56.34, and $22.18 per share of our Class A common stock for the 2026 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The initial conversion rates are subject to customary adjustments for certain events as described in the respective indentures governing the Convertible Notes. Additionally, holders of the Convertible Notes who convert their notes in connection with a make-whole fundamental change or a redemption are entitled to an increase in the conversion rates, as described in the indentures governing the Convertible Notes. In the event of a fundamental change, holders of the Convertible Notes may require us to repurchase all or a portion of the Convertible Notes at a price equal to 100% of the principal amount, plus any accrued and unpaid interest, if any.

(4)Interest is payable in cash semi-annually in arrears, except for the 2027 Notes, which do not bear regular interest.

(5)The outstanding balance of the 2026 Notes was repaid in accordance with its contractual terms.

As of September 30, 2026, the if-converted value of the outstanding Convertible Notes didnot exceed the principal amount. The sale price for conversion was not satisfied as of September 30, 2026 for the Convertible Notes, and as a result, the Convertible Notes will not be eligible for optional conversion during the fourth quarter of 2026. No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire them periodically.

Refer to Note 7 in our consolidated financial statements in the Annual Report for additional details.

2025 Note Repurchases

In February 2025, we entered into various privately negotiated repurchase transactions (the “February 2025 Note Repurchases”) with certain holders of the 2026 Notes, 2027 Notes, and 2028 Notes, pursuant to which we repurchased $45.3 million in aggregate principal amount of the 2026 Notes, $797.4 million in aggregate principal amount of the 2027 Notes, and $800.0 million in aggregate principal amount of the 2028 Notes. The total cash repurchase price was $1.4 billion, which was $190.1 million below the carrying value of the repurchased notes. The February 2025 Note Repurchases were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $66.9 million gain on extinguishment in the first quarter of 2025. The portion accounted for as a debt modification resulted in a $128.3 million increase to the carrying value of the 2033 Notes, offset by $5.1 million of debt issuance costs carried over from the repurchased notes.

In August 2025, we entered into various privately negotiated repurchase transactions (the “August 2025 Note Repurchases,” and collectively with the February 2025 Note Repurchases, the “2025 Note Repurchases”) with certain holders of the 2026 Notes, 2027 Notes, and 2028 Notes, pursuant to which we repurchased $157.4 million in aggregate principal amount of the 2026 Notes, $246.3 million in aggregate principal amount of the 2027 Notes, and $185.8 million in aggregate principal amount of the 2028 Notes. The total cash repurchase price was $549.9 million, which was $37.7 million below the carrying value of the repurchased notes. The August 2025 Note Repurchases were accounted for as both a debt modification and a partial debt extinguishment, which resulted in a $29.8 million gain on extinguishment in the third quarter of 2025. The portion accounted for as a debt modification resulted in a $8.3 million increase to the carrying value of the 2034 Notes, offset by $0.4 million of debt issuance costs carried over from the repurchased notes.

Gains and losses on extinguishment are included within other income (expense), net on our consolidated statements of operations.

The Senior Notes and the Convertible Notes (collectively, the “Notes”) rank equally with each other and consist of the following:

The following table summarizes interest expense related to our Notes:

Cash paid for interest was $71.4 million and $148.7 million for the three and nine months ended September 30, 2026, respectively, and $58.1 million and $62.7 million for the three and nine months ended September 30, 2025, respectively.

Capped Call Transactions

In connection with the pricing of the 2026 Notes, the 2027 Notes, the 2028 Notes, and the 2030 Notes, we entered into the 2026 Capped Call Transactions, the 2027 Capped Call Transactions, the 2028 Capped Call Transactions, and the 2030 Capped Call Transactions (collectively, the “Capped Call Transactions”), respectively, with certain counterparties at a net cost of $102.1 million, $86.8 million, $177.0 million, and $68.9 million, respectively. The cap price of the 2026 Capped Call Transactions, the 2027 Capped Call Transactions, the 2028 Capped Call Transactions, and the 2030 Capped Call Transactions is initially $32.58, $121.02, $93.90, and $33.48 per share of our Class A common stock, respectively. All are subject to certain adjustments under the terms of the Capped Call Transactions. Conditions that cause adjustments to the initial strike price of the Capped Call Transactions mirror conditions that result in corresponding adjustments for the Convertible Notes.

The Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock beyond the conversion prices up to the cap prices on any conversion of the Convertible Notes or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification.

In August 2026, the 2026 Capped Call Transactions expired in connection with the maturity of the 2026 Notes. As of September 30, 2026, the remaining Capped Call Transactions were out-of-the-money.

Credit Facility

In May 2022, we entered into afive-year senior unsecured revolving credit facility (the “Credit Facility”) with certain lenders that allows us to borrow up to $1.05 billion to fund working capital and general corporate-purpose expenditures. Loans bear interest, at our option, at a rate equal to (i) a term secured overnight financing rate (“SOFR”) plus 0.85% or the base rate, if selected by us, for loans made in U.S. dollars, (ii) the Sterling overnight index average plus 0.7826% for loans made in Sterling, or (iii) foreign indices as stated in the credit agreement plus 0.75% for loans made in other permitted foreign currencies. The base rate is defined as the greatest of (i) the Wall Street Journal prime rate, (ii) the greater of the (a) federal funds rate and (b) the overnight bank funding rate, plus 0.50%, and (iii) the applicable SOFR for a period ofone month (but not less than zero) plus 1.00%. The Credit Facility also contains an annual commitment fee of 0.10% on the daily undrawn balance of the facility.

In February 2025, we amended the Credit Facility to extend the term of $800.0 million of the $1.05 billion to February 12, 2030, with the remaining $250.0 million of the Credit Facility maturing on the existing maturity date of May 6, 2027. In addition, the amendment increased the minimum liquidity covenant (defined as unrestricted cash and cash equivalents) from $300.0 million to $800.0 million. As of September 30, 2026, we had $111.4 million in the form of outstanding standby letters of credit, withno amounts outstanding under the Credit Facility.

8. Commitments and Contingencies

Commitments

We have non-cancelable contractual agreements primarily related to the hosting of our data processing, storage, and other computing services, as well as lease, content and developer partner, and other commitments. We had $2.6 billion in commitments as of September 30, 2026, largely due within three years. For additional discussion on leases, see Note 9 to our consolidated financial statements.

Contingencies

We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Many legal and tax contingencies can take years to be resolved.

Securities-Related Matters

On August 21, 2025, we, and certain of our officers, were named as defendants in a federal securities class action lawsuit filed in the U.S. District Court for the Central District of California. The lawsuit was purportedly brought on behalf of purchasers of our Class A common stock. The lawsuit alleges that we and certain of our officers made false or misleading statements concerning an ad platform change that impacted revenue in the first half of 2025. Plaintiffs seek monetary damages and other relief. In December 2025, the plaintiffs voluntarily dismissed the case which may be refiled in the future. We believe we have meritorious defenses to the claims, and will defend it vigorously, but litigation is inherently uncertain, and an unfavorable outcome could seriously harm our business. For this pending matter, it is not possible to reasonably estimate the amount or range of loss.

Platform-Related Matters

Beginning on January 20, 2022, we were named as a defendant in various federal and state courts by plaintiffs alleging that the design and use of our platform, and those of our competitors, is addictive and harmful to users, with most of the cases focused on mental health harms and users under 18-years old. Thousands of plaintiffs are pursuing such claims. The majority of cases have been consolidated in either a federal Multi-District Litigation pending in the U.S. District Court for the Northern District of California, or MDL, or a California Judicial Council Coordinated Proceeding, or JCCP, pending in the Complex Division of the Los Angeles County Superior Court. Trials for the individual plaintiff bellwether cases in the JCCP started in January 2026. Snap reached confidential settlements resolving the first four JCCP bellwether trials. The next bellwether trials are scheduled for March 2027. A putative class action asserting similar allegations was also filed in Canada and Israel.

Numerous school districts, municipalities and tribal nations have filed public nuisance and other claims based on similar allegations, which also were consolidated in either the MDL or JCCP. In the JCCP proceeding, the court dismissed the school district and municipality plaintiffs’ claims without prejudice, which ruling is now on appeal. Some of those dismissed plaintiffs have refiled their claims in the MDL or other venues. In June 2026, Snap reached a settlement agreement resolving the first school district case set for trial. The trial date for the next school district trials including Snap is scheduled for February 2027. We have received similar claims in Canada.

Beginning on January 30, 2024, certain U.S. state attorneys general have filed lawsuits against us making similar allegations as well as allegations regarding harmful and mature content, child safety concerns, sexual exploitation of minors, misuse by bad actors, unlawful data collection, privacy violations, and allegedly misleading safety and marketing campaigns. These lawsuits assert various legal claims, including violations of state consumer protection laws, unfair and deceptive business practices, product liability, negligence, public nuisance, and unjust enrichment. Trials are scheduled to begin in the Nevada and New Mexico attorneys general actions in August 2027.

On October 13, 2022, we were named as a defendant in a lawsuit in Los Angeles Superior Court alleging that we should be responsible for the deaths of young people who died from ingesting fatal doses of fentanyl after allegedly communicating on Snapchat with drug dealers concerning drug transactions. Other similar lawsuits were filed on behalf of other families, which were coordinated with the first-filed case and assigned to the same judge. On January 2, 2024, the judge granted in part and overruled in part our demurrer to the lawsuit, allowing several of the claims to proceed. Trials are scheduled to begin in late 2027.

On July 24, 2025, a lawsuit was filed against Roblox and Snap alleging that a minor had met a stranger on Roblox and became an alleged victim of sexual exploitation occurring on both Roblox and Snapchat. Similar lawsuits have been filed by additional families, including against other platforms. In December 2025, a federal Multi-District Litigation proceeding was formed to coordinate similar cases that had been filed in federal court. There are separate cases proceeding in state court that have been consolidated into a JCCP. In all of these matters, the victim is alleged to have met a stranger on Roblox followed by exploitation allegedly occurring on Roblox or another platform, such as Snapchat, Instagram, or Discord. Other cases concerning sexual exploitation of a minor, where the minor is not alleged to have met the bad actor on Roblox, have also been filed; these cases are not currently consolidated. In some instances, those cases are only against Snap. In other cases, Snap is sued alongside other platforms and defendants.

On September 15, 2025, Snap filed a complaint against its insurance carriers in San Francisco Superior Court seeking declaratory relief regarding Snap’s entitlement to insurance coverage for claims alleging that use of Snapchat has caused bodily injury or property damage. On March 26, 2026, the insurance carriers filed answers and many carriers filed cross-complaints alleging that they have no duty to defend or indemnify Snap for some or all of these claims. Snap filed a motion to stay the case pending litigation of the underlying claims implicating coverage, which the Court denied. Several carriers have filed a motion for summary adjudication on the duty to defend point, and this motion is set to be heard on December 10, 2026.

On June 9, 2026 and September 7, 2026, two Dutch claim foundations filed related collective actions against Snap in the Amsterdam District Court purportedly on behalf of Snapchat users in the Netherlands, with one foundation also asking the court to allow users across the European Union to opt into the proceedings. The lawsuits allege violations of European Union and Dutch privacy, digital services, artificial intelligence, consumer protection, product liability, tort, and other laws, including in connection with personalized advertising, allegedly addictive features, minor safety, allegedly illegal content, and our My AI chatbot. The lawsuits seek declaratory and injunctive relief and monetary damages.

We believe we have meritorious defenses to these lawsuits, and plan to continue to defend them vigorously, but litigation is inherently uncertain and an unfavorable outcome, including substantial potential damages, penalties, fines and injunctive relief, could seriously harm our business. For the pending platform-related matters discussed above, it is not possible to reasonably estimate the amount or range of loss. Any settlements related to the matters above were not material for the periods presented.

Regulatory-Related Matters

We are also subject to government investigations, inquiries, and notifications of potential litigation from multiple regulators in various jurisdictions globally concerning the use of our products and features, and the alleged mental and physical health and safety impacts on users, in particular younger users. For example, on March 26, 2026, the European Commission initiated proceedings under the European Union Digital Services Act, or DSA, to investigate Snap’s compliance with certain obligations applicable to very large online platforms, including with respect to systemic risk assessments and mitigation measures and protections for minors in the European Union. The proceedings are at an early stage and we are cooperating with the European Commission. At this time, we are unable to predict the outcomes of these matters or reasonably estimate a range of possible loss, if any. The proceedings could, however, result in findings that we have not complied with the DSA, the imposition of significant fines, and orders or otherwise requiring us to implement additional or different measures, modify or cease certain product features or practices in the European Union, or otherwise change our business practices. We plan to continue to engage with the regulators productively and believe we have meritorious defenses to any legal proceedings that may arise out of these investigations and inquiries, but any legal proceedings that may arise are inherently uncertain and an unfavorable outcome, including substantial potential damages, penalties, fines and injunctive relief, could seriously harm our business. Any violation of existing or future regulatory orders or consent decrees, or new regulatory investigations or proceedings, could subject us to substantial monetary fines and other penalties that could seriously harm our business. For this pending matter, it is not possible to reasonably estimate the amount or range of loss.

We are currently involved in, and may in the future be involved in, legal proceedings, claims, inquiries, and investigations in the ordinary course of our business, including claims for infringing intellectual property rights related to our products and the content contributed by our users and partners and claims by consumer advocacy and privacy groups in international jurisdictions alleging violations of consumer protection, privacy, data localization, and minor safety laws. The outcomes of these legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period. Although the results of these proceedings, claims, inquiries, and investigations cannot be predicted with certainty, we do not believe that the final outcome of these matters is reasonably likely to have a material adverse effect on our business, financial condition, or results of operations. Regardless of final outcomes, however, any such proceedings, claims, inquiries, and investigations may nonetheless impose a significant burden on management and employees and may come with costly defense costs or unfavorable preliminary and interim rulings.

Indemnifications

In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters. Indemnification may include losses from our breach of such agreements, services we provide, or third-party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap. We have not incurred material costs to defend lawsuits or settle claims related to these indemnifications as of September 30, 2026. We believe the fair value of these liabilities is immaterial and accordingly haveno liabilities recorded for these agreements at September 30, 2026.

9. Leases

We have non-cancelable lease agreements for certain of our offices with original lease terms expiring between 2026 and 2042. Total operating lease costs were $29.4 million and $87.2 million for the three and nine months ended September 30, 2026, respectively, and $26.5 million and $78.8 million for the three and nine months ended September 30, 2025, respectively.

The weighted-average remaining lease term (in years) and discount rate related to our operating leases were as follows:

The maturities of our operating lease liabilities as of September 30, 2026 were as follows:

As of September 30, 2026, we had additional operating leases that have not yet commenced for facilities with lease obligations of $391.5 million. These operating leases will commence between 2026 and 2027 with lease terms of approximatelytwo years toseventeen years.

Cash payments included in the measurement of our operating lease liabilities, net of lease incentives received, were $24.1 million and $67.0 million for the three and nine months ended September 30, 2026, respectively, and $27.6 million and $82.6 million for the three and nine months ended September 30, 2025, respectively.

Lease liabilities arising from obtaining operating lease right-of-use assets were $1.7 million and $109.3 million for the three and nine months ended September 30, 2026, respectively, and $0.6 million and $29.4 million for the three and nine months ended September 30, 2025, respectively.

10. Strategic Investments

We hold strategic investments primarily in privately held companies, which consist of equity securities without readily determinable fair values, and to a lesser extent, debt securities. These strategic investments are primarily recorded at fair value on a non-recurring basis. The estimation of fair value for these privately held strategic investments requires the use of significant unobservable inputs, such as the issuance of new equity by the company, and as a result, we deem these assets as Level 3 financial instruments within the fair value measurement framework.

The following table summarizes our strategic investments held as of September 30, 2026 and December 31, 2025:

Gains and losses recognized during the periods presented were as follows:

Gains and losses on all strategic investments are included within other income (expense), net on our consolidated statements of operations and included as an adjustment to reconcile net income (loss) to net cash provided by operating activities in our consolidated statements of cash flows. Strategic investments are included within other assets on our consolidated balance sheets.

11. Fair Value Measurements

Assets and liabilities measured at fair value are classified into the following categories:

•Level 1: Quoted market prices in active markets for identical assets or liabilities.

•Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

•Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

We classify our cash equivalents and marketable securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing observable market-based inputs to determine their fair value.

The following tables set forth our financial assets that are measured at fair value on a recurring basis, excluding publicly traded equity securities, as of September 30, 2026 and December 31, 2025:

Gross unrealized losses on marketable debt securities were not material as of September 30, 2026 and December 31, 2025. As of September 30, 2026 and December 31, 2025, we considered any decreases in fair value on our marketable debt securities to be driven by factors other than credit risk, including market risk. As of September 30, 2026, $0.9 billion of our total $1.7 billion in marketable debt securities have contractual maturities betweenone andfive years. All other marketable debt securities have contractual maturities less than one year.

We carry the Notes at face value less any unamortized debt issuance costs and discounts, plus unamortized premiums on our consolidated balance sheets, and present the fair value for disclosure purposes only. As of September 30, 2026, the fair value of the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, and the 2034 Notes was $103.1 million, $477.6 million, $627.5 million, $1,418.4 million, and $516.2 million, respectively. As of December 31, 2025, the fair value of the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes, the 2033 Notes, and the 2034 Notes was $45.8 million, $99.1 million, $467.9 million, $655.4 million, $1,553.8 million, and $566.2 million, respectively. The estimated fair value of the Notes, which are classified as Level 2 financial instruments, was determined based on actual quoted or bid prices of the Notes in an over-the-counter market on the last business day of the period.

Schedule of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total of the amounts in the consolidated statements of cash flows.

12. Income Taxes

Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. Our effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on our deferred tax assets as it is more likely than not that some or all of our deferred tax assets will not be realized. Income tax expense was $9.8 million and $15.4 million for the three and nine months ended September 30, 2026, respectively, and $0.5 million and $16.6 million for the three and nine months ended September 30, 2025, respectively.

13. Accumulated Other Comprehensive Income (Loss)

The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component and the reclassifications out of AOCI:

(1)Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in our consolidated statements of operations.

14. Restructuring

In the second quarter of 2026, we announced a plan to reduce our global headcount by approximately 16% of our global full-time employees. For the three months ended September 30, 2026, there were no significant changes to total restructuring charges. The following table summarizes the restructuring charges included in our consolidated statement of operations for the nine months ended September 30, 2026:

(1)Severance and related charges include cash severance expenses and other termination benefits. The majority of cash paid for the restructuring was related to severance and benefits.

(2)Other primarily includes lease exit and related charges.

The liabilities related to the restructuring were immaterial as of September 30, 2026.

15. Segments and Geographic Information

Our CEO is our chief operating decision maker (“CODM”). Our CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, accompanied by information about revenue disaggregated by geographic region. Because our CODM evaluates financial performance on a consolidated basis, we have determined that we have a single operating segment composed of the consolidated financial results of Snap Inc.

The measure used by our CODM to assess performance and make operating decisions is net income (loss) as reported on our consolidated statements of operations. Net income (loss) is used by our CODM to identify underlying trends in the performance of our business and make comparisons with the financial performance of our competitors. Our CODM also reviews total assets, as reported on our consolidated balance sheets, and purchases of property and equipment, as reported on our consolidated statements of cash flows.

Our CODM also utilizes expense information in order to assess our financial performance. Infrastructure costs primarily consist of payments to third-party infrastructure partners for hosting our products, which include expenses related to storage, computing, and bandwidth. Content and developer partner costs primarily consist of fees paid to our content creators and publisher partners who share content on our platform through revenue sharing arrangements. Advertising partner and other costs primarily consist of payments to third-party partners for fulfillment services, transaction processing fees, and other expenses directly related to providing our services. Operating expenses include all remaining costs necessary to operate our business, which primarily include personnel expenses, facilities and related costs, promotional and marketing expenses, external professional services, and other administrative expenses. Operating expenses include charges recognized as research and development, selling and marketing, and general and administrative expenses within our consolidated statements of operations, but exclude stock-based compensation and related payroll and other tax expenses, depreciation and amortization, and restructuring charges, which are independently reviewed by our CODM.

The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM:

(1)Other segment items primarily include interest income; interest expense; other income (expense), net; andincome tax expense as reported in our consolidated statements of operations. Other segment items also include restructuring charges of$128.5 million for thenine months ended September 30, 2026.

The following table represents our long-lived assets, which includes property and equipment, net and operating lease right-of-use assets, by geography:

(1)No individual country other than the United States and the United Kingdom exceeded 10% of our total long-lived assets for any period presented.