Snap Inc. Files IPO Analysis $18 Billion Valuation

Review the Snap Inc filing for IPO below. Snap Inc. formerly known as SnapChat just officially filed it’s IPO for it’s mobile social messaging and data network. This year Snap Inc. will generate about $370 million in revenue but that’s expected to rise significantly to $1 Billion by 2018 with video advertising and GeoFilter location based e-commerce says James Dean @ iHumanMobile.com.

SnapChat users are generally age 18 to 34 years old. About 170 million daily users on mobile Internet devices use SnapChat. It’s a young consumer base, highly sought after by retailers and brand marketers added Mr. Dean. Google Android development is key to growth for Snap Inc. 

Overall, we value the Snap Inc. IPO at $18 Billion. Top investment banks such as Morgan Stanley and Goldman Sachs are handling the Snap Inc. IPO.

SnapChat is the leading mobile storytelling and messaging app, which lets users watch videos, apply filters, send photos and messages to friends.

The company launched sunglasses called Spectacles that are equipped with a video camera. This may provide a unique streaming video advertising platform for many retailers. Gaming applications are also expected soon.

Read Article Insights and Review IPO filing below. 

readCOMPANY DATA:
COMPANY CONFORMED NAME: Snap Inc
CENTRAL INDEX KEY: 0001564408
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
IRS NUMBER: 455452795
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
SEC FILE NUMBER: 333-215866
FILM NUMBER: 17568738

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As filed with the Securities and Exchange Commission on February 2, 2017.

Registration No. 333-

UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION
STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Snap Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 7370 45-5452795

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

63 Market Street

Venice, California 90291

(310) 399-3339

(Address,
Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

Evan Spiegel

Chief
Executive Officer

Snap Inc.

63 Market Street

Venice,
California 90291

(310) 399-3339

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies to:

Eric C. Jensen

David Peinsipp

Seth J.
Gottlieb

Alex K. Kassai

Cooley LLP

3175 Hanover
Street

Palo Alto, California 94304

(650) 843-5000

Chris Handman

Atul Porwal

Snap
Inc.

63 Market Street

Venice, California 90291

(310) 399-3339

Richard A. Kline

Anthony J. McCusker

An-Yen E. Hu

Goodwin
Procter LLP

135 Commonwealth Drive

Menlo Park, California 94025

(650) 752-3100

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.


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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

  ☐

Accelerated filer

  ☐

Non-accelerated filer

  ☒

(Do not check if a smaller reporting company) Smaller reporting company

  ☐

CALCULATION OF REGISTRATION FEE

Title of each Class of

Securities to be Registered

Proposed Maximum
Aggregate Offering
Price(1)(2)

Amount of

Registration Fee

Class A common stock, par value $0.00001 per
share

$3,000,000,000 $347,700.00
(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the
Securities Act of 1933, as amended.

(2)

Includes the aggregate offering price of additional shares that the underwriters have the option to purchase,
if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective
date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Dated February 2, 2017

                    Shares

LOGO

Class A Common Stock

This is an initial public offering of shares of non-voting Class A common stock of Snap Inc.

Snap Inc. is offering to sell              shares of Class A common stock in
this offering. The selling stockholders identified in this prospectus are offering an additional              shares of Class A common stock. We will not receive any of the proceeds
from the sale of the shares being sold by the selling stockholders.

We have three
classes of common stock: Class A common stock, Class B common stock, and Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting,
conversion, and transfer rights. Class A common stock is non-voting. Anyone purchasing Class A common stock in this offering will therefore not be entitled to any votes. Each share of Class B common stock is entitled to one vote and is
convertible into one share of Class A common stock. Each share of Class C common stock is entitled to ten votes and is convertible into one share of Class B common stock. The holders of our outstanding Class C common stock, each of whom is a
founder, an executive officer, and a director of the company, will hold approximately             % of the voting power of our outstanding capital stock following this offering.

Before this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public
offering price will be between $             and $             per share. We have applied to list our Class A common stock
on the New York Stock Exchange under the symbol “SNAP.”

We are an
“emerging growth company” under the Jumpstart Our Business Startups Act of 2012, have elected to comply with reduced public company reporting requirements, and may elect to comply with reduced public company reporting requirements in
future filings.

See “Risk Factors” beginning on page 12 to read about factors you
should consider before buying our Class A common stock.

Price to Public

Underwriting
Discounts
and
Commissions (1)

Proceeds to

Snap Inc.

Proceeds
to
Selling
Stockholders

Per share

$                     $                     $                     $                    

Total

$                     $                     $                     $                    
(1)

See “Underwriting” for a description of the compensation payable to the underwriters.

At our request, the underwriters have reserved up to 7.0% of the shares of Class A common stock offered by
this prospectus for sale, at the initial public offering price, to certain individuals associated with us. See “Underwriting—Directed Share Program.”

To the extent that the underwriters sell more than             shares of
Class A common stock, the underwriters have the option to purchase up to an additional             shares of Class A common stock from certain of the selling stockholders at the
initial public offering price less the underwriting discount.

The Securities and Exchange Commission and state securities
regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on
, 2017.

Morgan Stanley   Goldman, Sachs & Co.   J. P. Morgan Deutsche Bank Securities
                Barclays         Credit Suisse Allen & Company LLC        

Prospectus
dated                     , 2017


Lenses 

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TABLE OF CONTENTS

Neither we, the selling stockholders, nor any of the underwriters have authorized anyone to provide you with any information
or to make any representations other than as contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders, nor the underwriters take responsibility for, and provide no assurance about the
reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since
that date.

Unless otherwise indicated, all references in this prospectus to “Snap,” the “company,”
“we,” “our,” “us,” or similar terms refer to Snap Inc. and its subsidiaries.

No action is
being taken in any jurisdiction outside the United States to permit a public offering of our Class A common stock or possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in
jurisdictions outside the United States are required to inform themselves about and to observe any restrictions about this offering and the distribution of this prospectus applicable to those jurisdictions.

Through and including
, 2017 (the 25th day after the date of this prospectus), all dealers
effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with
respect to an unsold allotment or subscription.


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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the
information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

Unless otherwise stated, statistical information regarding our users and their activities is determined by calculating the
daily average of the selected activity for the most recently completed quarter included in this prospectus.

SNAP INC.

Snap Inc. is a camera company.

We believe that reinventing the camera represents our greatest opportunity to improve the way that people live and
communicate. Our products empower people to express themselves, live in the moment, learn about the world, and have fun together.

In the way that the flashing cursor became the starting point for most products on desktop computers, we believe that the
camera screen will be the starting point for most products on smartphones. This is because images created by smartphone cameras contain more context and richer information than other forms of input like text entered on a keyboard. This means that we
are willing to take risks in an attempt to create innovative and different camera products that are better able to reflect and improve our life experiences.

Our Products

Snapchat

Our flagship product, Snapchat, is a camera application that was created to help people communicate through short
videos and images. We call each of those short videos or images a Snap. On average, 158 million people use Snapchat daily, and over 2.5 billion Snaps are created every day.

Camera. Snapchat opens directly into the Camera, making it easy to create a Snap and send it to friends. Snaps are
deleted by default, so there is a lot less pressure to look pretty or perfect when creating and sending images on Snapchat. We offer lots of fun Creative Tools like Lenses, Geofilters, and Bitmojis that allow our community to express themselves
through Snaps. Lenses are interactive animations that are overlaid on a person’s face or the world around them. Geofilters are artistic filters that can be applied after a Snap is taken at pre-defined times and locations. Bitmojis are cartoon
likenesses of a user that are created in the Bitmoji application. On average, more than 60% of our Daily Active Users create Snaps with our Camera every day. This means that our Chat Service and Storytelling Platform products are always full of new,
unique, and expressive Snaps.

Chat Service. The first version of our application was a Chat Service that
made it easy to send Snaps back and forth with friends—hence the name “Snapchat.” Our Chat Service has since been reimagined to include text-based Chat, video and voice calling, stickers, Bitmojis, and Group Chat. On average, more
than 60% of our Daily Active Users use our Chat Service every day to send Snaps and talk with friends. We benefit from the frequency with which our user base communicates with one another because each message invites a user back to the application
when they receive a push notification. On average, our Daily Active Users visit Snapchat more than 18 times each day.

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Storytelling Platform. Stories are collections of Snaps that play in
chronological order and are deleted within 24 hours. Different types of Stories are told from different perspectives. We started with My Story for each individual user, expanded to community Live Stories, and then introduced Publisher
Stories created by our experienced publisher partners. On average, over 25% of our Daily Active Users post to their Story every day. Our Storytelling Platform provides a unique variety of personal and professional content for our
community to enjoy. Our community spends an average of 25 to 30 minutes on Snapchat every day.

Memories. We
introduced Memories to give each user the option of saving their Snaps in a personal collection. Users can send Snaps from Memories to friends and create new Stories from saved Snaps. We also developed our own search and privacy tools to help users
find the Snaps they are looking for and store them securely.

Publisher Tools

We offer a growing suite of content tools for partners to build, edit, and publish Snaps and attachments based on unique
editorial content. These Publisher Tools give our publishers and advertisers creative opportunities to engage with our community every day.

Spectacles

Our latest effort to reinvent the camera is Spectacles, our sunglasses that make Snaps. Spectacles connect seamlessly with
Snapchat and are the best way to make Memories because they capture video from a human perspective.

Our Strategy and Opportunity

Our strategy is to invest in product innovation and take risks to improve our camera platform. We do this in an effort to drive
user engagement, which we can then monetize through advertising. We use the revenue we generate to fund future product innovation to grow our business.

We believe that the best way to compete in a world of widely distributed mobile applications is innovating to create the most
engaging products. New mobile software is available to everyone immediately, and usually for free. While not all of our investments will pay off in the long run, we are willing to take risks in an attempt to create the best and most differentiated
products on the market.

Due to the nature of our products and business, our ability to succeed in any given country is
largely dependent on its mobile infrastructure and its advertising market. These factors influence our product performance, our hosting costs, and our monetization opportunity in each market.

Our products often require intensive processing and generate high bandwidth consumption by our users. As a result, our users
tend to come from developed countries with high-end mobile devices and high-speed cellular internet. These markets also tend to have cheaper bandwidth costs, meaning that it is less expensive to serve our community in these countries.

Substantially all of our revenue comes from advertising, so our ability to generate revenue in a particular country depends on
the size of its advertising market. Global advertising spend—especially mobile advertising spend—is extremely concentrated, with over 70% of overall advertising spend and nearly 85% of mobile advertising spend coming from the top ten
advertising markets, according to International Data Corporation, or IDC. On average, over 60% of our Daily Active Users come from countries on this list.

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We benefit greatly from the fact that many of our users are in markets where
we have the highest capital efficiency and monetization potential, allowing us to generate revenue and cash flow that we can then invest into future product innovation.

Worldwide advertising spend is expected to grow from $652 billion in 2016 to $767 billion in 2020. The fastest growing segment
is mobile advertising, which is expected to grow nearly 3x from $66 billion in 2016 to $196 billion in 2020. We believe that one of the major factors driving this growth is the shift of people’s attention from their televisions to their
mobile phones. This trend is particularly pronounced among the younger demographic, where our Daily Active Users tend to be concentrated. According to Nielsen, people between the ages of 18 and 24 spent 35% less time watching traditional (live and
time-shifted) television in an average month during the second quarter of 2016 compared to the second quarter of 2010.

Our Business

We generate revenue primarily through advertising. We help our advertising partners generate a return on their investment by
creating engaging advertising products that reach our large and desirable audience.

Advertising Products

Our advertising products are built on the same foundation that makes our consumer products successful. One way we try to
accomplish this is by having the same team that designs our consumer products also help design our advertising products. This means that we can take the things we learn while creating our consumer products and apply them to building innovative and
engaging advertising products familiar to our community.

Sponsored Creative Tools. Following the success of our Creative Tools, we built new ways to help people
express themselves using creative provided by our advertising partners. People can create Snaps using Sponsored Creative Tools, like Sponsored Lenses and Sponsored Geofilters, or view them by watching their friends’ Snaps that contain the
advertising creative.

Snap Ads with Attachments. Snap Ads are vertical full screen video advertisements in the familiar Snap
format. We play Snap Ads in Stories, and on average over 60% of Snap Ads are watched with audio on. We have also enabled interactive attachments so that a viewer can respond to an advertisement directly from a Snap Ad to watch more content or take
an action without leaving the Snapchat application.

Advertising Delivery

We show advertisements that we think will be relevant to each user. Our advertising delivery framework is designed to optimize
relevance across the entire platform, decreasing the number of wasted impressions and improving the advertising shown to our community.

We are always working to improve our delivery based on past delivery decisions. We can make better choices when we have more
options, such as more available impressions and more advertisements to fill them with. This means that we expect our advertising delivery to improve to the extent that user engagement grows and our advertising business scales.

Measuring Advertising Effectiveness

We offer a variety of third-party and in-house solutions to measure advertising effectiveness in four key areas.

We work with partners to verify that an advertisement was in fact delivered to a given user. In addition to
working with several third-party verification providers, we were a launch partner for the Moat Video

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Score, a viewability and attention standard for sight, sound, and motion that can be applied consistently across different platforms.

Advertisers want to know that an advertisement is delivered to the right audience. We work with third parties
to measure the reach and frequency of a campaign, and the demographics of the users that viewed the campaign. For example, Millward Brown measured that approximately 88% of the people who saw an advertising campaign for men’s deodorant were
males between the ages of 13 and 34—the advertiser’s target demographic for the campaign.

Some campaigns are focused on changing people’s perceptions and attitudes toward a product or a brand. We
work with partners to measure statistical lifts in ad recall, brand favorability, and purchase intent. For example, when a music streaming service ran a Snap Ad campaign, Millward Brown measured that it drove a 30% lift in subscription intent, 2x
the mobile norm, and a 24 percentage point increase in ad recall, 1.5x the mobile norm.

Many brands run advertising campaigns because they want people to take an action. We offer several solutions
to measure things like sales lift, in-store visitation, and application installations. For example, a study with Oracle Data Cloud across multiple consumer package goods, or CPG, campaigns found that 92% of the campaigns drove a positive lift in
in-store sales, with two home care campaigns resulting in over $100 in revenue per thousand impressions—a 6x return on advertising spend.

Our advertising business is still young but growing rapidly. For the year ended December 31, 2016, we recorded revenue of
$404.5 million, as compared to revenue of $58.7 million for the year ended December 31, 2015, representing a year-over-year increase of more than 6x. Our global average revenue per user, or ARPU, in the three months ended December 31, 2016 was
$1.05, compared to $0.31 for the same period in 2015. In North America, our ARPU in the three months ended December 31, 2016 was $2.15 compared to $0.65 for the same period in 2015. For the year ended December 31, 2016, we incurred a net loss of
$514.6 million, as compared to a net loss of $372.9 million for the year ended December 31, 2015. For the year ended December 31, 2016, our Adjusted EBITDA was $(459.4) million, as compared to $(292.9) million for the year ended
December 31, 2015. For the year ended December 31, 2016, net cash used in operating activities was $611.2 million as compared to $306.6 million for the year ended December 31, 2015. For the year ended December 31, 2016, our Free Cash Flow
was $(677.7) million as compared to $(325.8) million for the year ended December 31, 2015. For a description of how we calculate our revenue, ARPU, Adjusted EBITDA, and Free Cash Flow, and factors that may affect these metrics, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Capital Structure

We have three classes of common stock: Class A, Class B, and Class C. Holders of our Class A common stock—the only class
of stock being sold in this offering—are entitled to no vote on matters submitted to our stockholders. Holders of our Class B common stock are entitled to one vote per share. And holders of Class C common stock 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 (including the election of directors) submitted to a vote of stockholders.

As a result of the Class C common stock that they hold, 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 an aggregate of          shares of Class C common stock, which will represent approximately
% of the voting power of our outstanding capital stock immediately following this offering. As a result, Mr. Spiegel and Mr. Murphy, and potentially either one of them alone, have the ability to
control the outcome of all matters submitted to our stockholders for approval, including the election, removal, and replacement of

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directors and any merger, consolidation, or sale of all or substantially all of our assets. If Mr. Spiegel’s or Mr. Murphy’s employment with us is terminated, they will continue to
have the ability to exercise the same significant voting power and potentially control the outcome of all matters submitted to our stockholders for approval. Either of our co-founders’ shares of Class C common stock will automatically convert
into Class B common stock, on a one-to-one basis, nine months following his death or on the date on which the number of outstanding shares of Class C common stock held by such holder represents less than 30% of the Class C common stock, or
shares of Class C common stock, held by such holder on the closing of this offering. Should either of our co-founders’ Class C common stock be converted to Class B common
stock, the remaining co-founder will be able to exercise voting control over our outstanding capital stock.

This
concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support. Conversely, this concentrated control could allow our co-founders
to consummate a transaction that our other stockholders do not support. In addition, our co-founders may make long-term strategic investment decisions and take risks that may not be successful and may seriously harm our business.

Although other U.S.-based companies have publicly traded classes of non-voting stock, to our knowledge, no other company has
completed an initial public offering of non-voting stock on a U.S. stock exchange. We cannot predict whether this structure and the concentrated control it affords Mr. Spiegel and Mr. Murphy will result in a lower trading price or greater
fluctuations in the trading price of our Class A common stock as compared to the trading price if the Class A common stock had voting rights. Nor can we predict whether this structure will result in adverse publicity or other adverse consequences.
For a discussion regarding the rights, preferences, and privileges of our common stock, see “Description of Capital Stock.”

We do not intend to take advantage of the “controlled company” exemption to the corporate governance rules for
NYSE-listed companies.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in “Risk Factors”
immediately following this prospectus summary. These risks include:

Our ecosystem of users, advertisers, and partners depends on the engagement of our user base. We anticipate
that the growth rate of our user base will decline over time. If we fail to retain current users or add new users, or if our users engage less with Snapchat, our business would be seriously harmed.

Snapchat depends on effectively operating with mobile operating systems, hardware, networks, regulations, and
standards that we do not control. Changes in our products or to those operating systems, hardware, networks, regulations, or standards may seriously harm our user growth, retention, and engagement.

We rely on Google Cloud for the vast majority of our computing, storage, bandwidth, and other services. Any
disruption of or interference with our use of the Google Cloud operation would negatively affect our operations and seriously harm our business.

We generate substantially all our revenue from advertising. The failure to attract new advertisers, the loss
of advertisers, or a reduction in how much they spend, could seriously harm our business.

Our two co-founders have control over all stockholder decisions because they control a substantial majority of
our voting stock. The Class A common stock issued in this offering will not dilute our co-founders’ voting control because the Class A common stock has no voting rights.

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If we do not develop successful new products or improve existing ones, our business will suffer. We also
invest in new lines of business that could fail to attract or retain users or generate revenue.

Our business is highly competitive. We face significant competition that we anticipate will continue to
intensify. If we are not able to maintain or improve our market share, our business could suffer.

We have incurred operating losses in the past, expect to incur operating losses in the future, and may never
achieve or maintain profitability.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified
personnel in the future, could seriously harm our business.

We have a short operating history and a new business model, which makes it difficult to evaluate our prospects
and future financial results and increases the risk that we will not be successful.

If our security is compromised or if our platform is subjected to attacks that frustrate or thwart our
users’ ability to access our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether, which could seriously harm our business.

Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived
inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.

We are not aware of any other company that has completed an initial public offering of non-voting stock on a
U.S. stock exchange. We therefore cannot predict the impact our capital structure and the concentrated control by our founders may have on our stock price or our business.

Corporate Information

We were formed in 2010 as Future Freshman, LLC, a California limited liability company, and changed our name to Toyopa Group,
LLC in 2011. In 2012, we incorporated as Snapchat, Inc., a Delaware corporation, and changed our name to Snap Inc. in 2016.

Our principal executive offices are located at 63 Market Street, Venice, California 90291, and our telephone number is
(310) 399-3339. Our website address is http://www.snap.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part
of this prospectus. The Snap design logo, “Snapchat,” and our other registered and common law trade names, trademarks, and service marks are the property of Snap Inc. or our subsidiaries.

Additionally, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or
the JOBS Act. We may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting
firm under Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions for up to five years or until we are no longer an “emerging growth company,” whichever is earlier. In addition,
the JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until those standards apply to private companies. We have not elected to avail ourselves of this exemption and, therefore, we
will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

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The Offering

Class A common stock offered by us

shares

Class A common stock offered by the selling
stockholders

shares

Class A common stock to be outstanding after this
offering

shares

Class B common stock to be outstanding after this
offering

shares

Class C common stock to be outstanding after this
offering

shares

Total Class A common stock, Class B common stock,
and Class C common stock to be
outstanding after
this offering

shares

Option to purchase additional shares of Class A
common stock offered by certain of the
selling stockholders

shares

Use of proceeds

We estimate that our net proceeds from the sale of our Class A common stock that we are offering will be
$             billion, assuming an initial public offering price of $             per share, the midpoint of the estimated price
range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility and create a public
market for our Class A common stock. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. We may also use a portion of the net
proceeds to acquire complementary businesses, products, services, or technologies. However, we are not contemplating any material acquisitions at this time. We may also use a portion of the net proceeds to satisfy tax withholding obligations related
to the vesting of restricted stock units, or RSUs. We will not receive any of the proceeds from the sale of Class A common stock in this offering by the selling stockholders. See “Use of Proceeds” for additional information.

Voting rights

We will have three classes of common stock: Class A common stock, Class B common stock, and Class C common
stock. Class A common stock is not entitled to any votes. Class B common stock is entitled to one vote per share and Class C common stock is entitled to ten votes per
share.

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Holders of our Class A common stock are not entitled to any votes, except as required by Delaware law. Holders of
Class B common stock and Class C common stock will generally vote together as a single class, unless otherwise required by Delaware law or our amended and restated certificate of incorporation. The holders of our outstanding Class C
common stock, each of whom is a founder, an executive officer, and a director, will hold     % of the voting power of our outstanding shares following this offering and will have the ability to control the outcome of matters
submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. See “Principal and Selling Stockholders” and “Description of Capital Stock” for additional
information.

Concentration of ownership

Once this offering is completed, the holders of our outstanding Class C common stock will beneficially own
% of our outstanding shares and     % of the voting power of our outstanding shares and our executive officers, directors, and stockholders holding more than 5% of our outstanding shares, together with
their affiliates, will beneficially own, in the aggregate, approximately     % of our outstanding shares and     % of the voting power of our outstanding shares.

Proposed NYSE trading symbol

“SNAP”

The number of shares of Class A common stock, Class B common stock, and Class C
common stock that will be outstanding after this offering (which include shares of Class A common stock and Class B common stock to be net issued on the vesting of certain outstanding RSUs subject to a performance condition in connection with this
offering) is based on 512,527,443 shares of Class A common stock, 283,817,489 shares of Class B common stock, and 215,887,848 shares of Class C common stock outstanding as of December 31, 2016, and excludes:

21,185,669 shares of Class B common stock issuable on the exercise of stock options outstanding as of
December 31, 2016 under our Amended and Restated 2012 Equity Incentive Plan, or 2012 Plan, with a weighted-average exercise price of $2.33 per share and 21,185,669 shares of Class A common stock issuable on the exercise of such
options under the Class A Dividend described below;

18,068,299 shares of Class B common stock issuable on the vesting and settlement of RSUs outstanding as
of December 31, 2016 under our 2012 Plan and 18,068,299 shares of Class A common stock issuable on the vesting and settlement of such RSUs under the Class A Dividend described below;

1,266,433 shares of Class A common stock issuable on the exercise of stock options outstanding as of
December 31, 2016 under our Amended and Restated 2014 Equity Incentive Plan, or 2014 Plan, with a weighted-average exercise price of $1.00 per share and 1,266,433 shares of Class A common stock issuable on the exercise of such options
under the Class A Dividend described below;

70,099,641 shares of Class A common stock issuable on the vesting and settlement of RSUs outstanding
as of December 31, 2016 under our 2014 Plan and 49,834,987 shares of Class A common stock issuable on the vesting and settlement of such RSUs under the Class A Dividend described below;

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                     shares of Series FP
preferred stock subject to an RSU award to be granted to Evan Spiegel on the closing of this offering, which will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offering and conversion of
all Series FP preferred stock to Class C common stock;

355,522,498 shares of Class A common stock reserved for future issuance under our 2017 Equity Incentive
Plan, or 2017 Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective, including:

an aggregate of 42,653,205 shares of Class A common stock and Class B common stock reserved for issuance
under our 2012 Plan and 2014 Plan, as of December 31, 2016, which shares will be added to the shares reserved under the 2017 Plan, plus

up to 225,599,185 additional shares that may be added to the 2017 Plan on the expiration, termination,
forfeiture, or other reacquisition of any shares of Class A common stock and Class B common stock issuable on the exercise of stock options outstanding or vesting and settlement of RSUs under the 2012 Plan or 2014 Plan, plus

any automatic increases in the number of shares of Class A common stock reserved for future issuance
under the 2017 Plan;

16,484,690 shares of Class A common stock reserved for issuance under our 2017 Employee Stock Purchase
Plan, or ESPP, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective, and any automatic increases in the number of shares of Class A common stock reserved for future
issuance under our ESPP;

2,500,000 shares of our Class A common stock reserved for future issuance to our employees and consultants in
France under our 2014 Plan; and

up to an aggregate of 13,000,000 shares of our Class A common stock that we plan to donate to the Snap
Foundation after this offering over a period of 15 to 20 years.

In addition, unless we specifically
state otherwise, the information in this prospectus assumes:

the filing of our amended and restated certificate of incorporation, which will be in effect on the completion
of this offering;

the conversion of all outstanding shares of our Series FP preferred stock into an aggregate of 215,887,848
shares of Class C common stock and all other outstanding shares of preferred stock into an aggregate of 246,813,076 shares of Class B common stock, in each case immediately on the closing of this offering;

the net issuance of 7,625,096 shares of Class A common stock and 5,535,592 shares of Class B
common stock that will vest and be issued from the settlement of certain outstanding RSUs subject to a performance condition, immediately on the closing of this offering; and

no exercise of the underwriters’ option to purchase additional Class A common stock from certain of
the selling stockholders in this offering.

In October 2016, we issued a dividend of one share of
Class A common stock on all outstanding shares and securities convertible into shares of our capital stock, which we refer to as the Class A Dividend. Unless otherwise indicated, share numbers and financial data in this prospectus reflect
the Class A Dividend.

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Summary Consolidated Financial Data

The following table summarizes our consolidated financial data. We have derived the summary consolidated balance sheet data as
of December 31, 2015 and 2016 and consolidated statements of operations data for the years ended December 31, 2015 and 2016 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results
are not necessarily indicative of our results in any future period. You should read the following summary consolidated financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace our consolidated financial statements and the
related notes and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

Year Ended December 31,
2015 2016
(in thousands, except per
share amounts)

Consolidated Statements of Operations Data:

Revenue

$ 58,663 $ 404,482

Costs and expenses:

Cost of revenue

182,341 451,660

Research and development

82,235 183,676

Sales and marketing

27,216 124,371

General and administrative

148,600 165,160

Total costs and expenses

440,392 924,867

Loss from operations

(381,729 ) (520,385 )

Interest income

1,399 4,654

Interest expense

(1,424 )

Other income (expense), net

(152 ) (4,568 )

Loss before income taxes

(380,482 ) (521,723 )

Income tax benefit (expense)

7,589 7,080

Net loss

$ (372,893 ) $ (514,643 )

Net loss per share attributable to Class A and Class B common stockholders and Series D, E,
F, and FP preferred stockholders(1):

Basic

$ (0.51 ) $ (0.64 )

Diluted

$ (0.51 ) $ (0.64 )

Pro forma net loss per share attributable to Class A, Class B, and Class C common
stockholders(1):

Basic

$ (0.53 )

Diluted

$ (0.53 )
(1)

See Note 15 of the notes to our consolidated financial statements included elsewhere in this prospectus for a
description of how we compute basic and diluted net loss per share attributable to Class A and Class B common stockholders and Series D, E, F, and FP preferred stockholders and pro forma basic and diluted net loss per share
attributable to Class A, Class B, and Class C common stockholders.

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December 31,
2015
December 31, 2016
Actual Pro
Forma(1)
Pro Forma
As

Adjusted(2)(3)
(in thousands)

Consolidated Balance Sheet Data:

Cash, cash equivalents, and marketable securities

$ 640,810 $ 987,368

Working capital

536,306 1,023,241

Total assets

938,936 1,722,792

Total liabilities

174,791 203,878

Additional paid-in capital

1,467,355 2,728,823

Accumulated deficit

(693,219 ) (1,207,862 )

Total stockholders’ equity

764,145 1,518,914
(1)

The pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our
outstanding shares of convertible preferred stock other than Series FP preferred stock into shares of Class B common stock and the conversion of Series FP preferred stock into shares of Class C common stock in connection with our initial public
offering, (ii) stock-based compensation expense of approximately $1.1 billion associated with outstanding RSUs subject to a performance condition for which the service-based vesting condition was satisfied as of December 31, 2016 and
which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in
accrued expenses and other current liabilities and an equivalent decrease in additional paid-in capital of $187.2 million in connection with the withholding tax obligations, based on $16.33 per share, which is the fair value of our common stock
as of December 31, 2016, as we intend to issue shares of Class A common stock and Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million shares of Class A common stock and
5.5 million shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of
incorporation which will be in effect on the completion of this offering. The pro forma adjustment related to stock-based compensation expense of approximately $1.1 billion has been reflected as an increase to additional paid-in capital and
accumulated deficit.

On the closing of this offering, our CEO will receive an RSU award, or the CEO
award, for shares of Series FP preferred stock, which will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offering. The CEO award will represent 3.0% of all outstanding shares on the
closing of this offering, which includes shares sold by us in this offering and the employee RSUs that will vest on the effective date of this offering, as described above. The CEO award will vest immediately on the closing of this offering and such
shares will be delivered to our CEO in equal quarterly installments over three years beginning in the third full calendar quarter following this offering.

(2)

The pro forma as adjusted consolidated balance sheet data reflects (i) the items described in
footnote (1) above and (ii) our receipt of estimated net proceeds from the sale of shares of Class A common stock that we are offering at an assumed initial public offering price of
$         per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses
payable by us.

(3)

A $1.00 increase (decrease) in the assumed initial public offering price of
$         per share would increase (decrease) each of cash, cash equivalents, and marketable securities, working capital, total assets, additional paid-in capital, and total stockholders’ equity by
$         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and
commissions payable by us.

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and
uncertainties described below, together with all the other information in this prospectus, including “Management’s Discussion and Analysis of the Financial Condition and Results of Operations” and the consolidated financial statements
and the related notes included elsewhere in this prospectus, before deciding whether to invest in shares of our Class A common stock. If any of the following risks actually occurs, our business, reputation, financial condition, results of
operations, revenue, and future prospects could be seriously harmed. Unless otherwise indicated, references to our business being seriously harmed in these risk factors will include harm to our business, reputation, financial condition, results of
operations, revenue, and future prospects. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

Our ecosystem of users, advertisers, and partners depends on the engagement of our user base. We anticipate that the growth rate of our
user base will decline over time. If we fail to retain current users or add new users, or if our users engage less with Snapchat, our business would be seriously harmed.

We had 158 million Daily Active Users on average in the quarter ended December 31, 2016, and we view Daily Active Users as
a critical measure of our user engagement. Adding, maintaining, and engaging Daily Active Users have been and will continue to be necessary. We anticipate that our Daily Active Users growth rate will decline over time if the size of our active user
base increases or we achieve higher market penetration rates. If our Daily Active Users growth rate slows, our financial performance will increasingly depend on our ability to elevate user engagement or increase our monetization of users. If current
and potential users do not perceive our products to be fun, engaging, and useful, we may not be able to attract new users, retain existing users, or maintain or increase the frequency and duration of their engagement. In addition, because our
products typically require high bandwidth data capabilities, the majority of our users live in countries with high-end mobile device penetration and high bandwidth capacity cellular networks with large coverage areas. We therefore do not expect to
experience rapid user growth or engagement in countries with low smartphone penetration even if such countries have well-established and high bandwidth capacity cellular networks. We may also not experience rapid user growth or engagement in
countries where, even though smartphone penetration is high, due to the lack of sufficient cellular based data networks, consumers rely heavily on Wi-Fi and may not access our products regularly.

Snapchat is free and easy to join, the barrier to entry for new entrants is low, and the switching costs to another platform
are also low. Moreover, the majority of our users are 18-34 years old. This demographic may be less brand loyal and more likely to follow trends than other demographics. These factors may lead users to switch to another product, which would
negatively affect our user retention, growth, and engagement. Snapchat also may not be able to penetrate other demographics in a meaningful manner. For example, users 25 and older visited Snapchat approximately 12 times and spent approximately
20 minutes on Snapchat every day on average in the quarter ended December 31, 2016, while users younger than 25 visited Snapchat over 20 times and spent over 30 minutes on Snapchat every day on average during the same period. Falling
user retention, growth, or engagement could make Snapchat less attractive to advertisers and partners, which may seriously harm our business. Our Daily Active Users may not continue to grow. For example, although Daily Active Users grew by 7% from
143 million Daily Active Users for the quarter ended June 30, 2016 to 153 million Daily Active Users for the quarter ended September 30, 2016, the growth in Daily Active Users was relatively flat in the latter part of the quarter
ended September 30, 2016. There are many factors that could negatively affect user retention, growth, and engagement, including if:

users increasingly engage with competing products instead of ours;

our competitors may mimic our products and therefore harm our user engagement and growth;

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we fail to introduce new and exciting products and services or those we introduce are poorly received;

our products fail to operate effectively on the iOS and Android mobile operating systems;

we are unable to continue to develop products that work with a variety of mobile operating systems, networks,
and smartphones;

we do not provide a compelling user experience because of the decisions we make regarding the type and
frequency of advertisements that we display;

we are unable to combat spam or other hostile or inappropriate usage on our products;

there are changes in user sentiment about the quality or usefulness of our existing products;

there are concerns about the privacy implications, safety, or security of our products;

our partners who provide content to Snapchat do not create content that is engaging, useful, or relevant to
users;

our partners who provide content to Snapchat decide not to renew agreements or devote the resources to create
engaging content or do not provide content exclusively to us;

there are changes in our products that are mandated by legislation, regulatory authorities, or litigation,
including settlements or consent decrees that adversely affect the user experience;

technical or other problems frustrate the user experience, particularly if those problems prevent us from
delivering our products in a fast and reliable manner;

we fail to provide adequate service to users, advertisers, or partners;

we, our partners, or other companies in our industry are the subject of adverse media reports or other
negative publicity;

we do not maintain our brand image or our reputation is damaged; or

our current or future products reduce user activity on Snapchat by making it easier for our users to interact
directly with partners.

Any decrease to user retention, growth, or engagement could render our products
less attractive to users, advertisers, or partners, and would seriously harm our business.

Snapchat depends on effectively
operating with mobile operating systems, hardware, networks, regulations, and standards that we do not control. Changes in our products or to those operating systems, hardware, networks, regulations, or standards may seriously harm our user growth,
retention, and engagement.

Because Snapchat is used primarily on mobile devices, the application must remain
interoperable with popular mobile operating systems, Android and iOS, and related hardware, including but not limited to mobile-device cameras. The owners of such operating systems, Google and Apple, respectively, each provide consumers with
products that compete with ours. We have no control over these operating systems or hardware, and any changes to these systems or hardware that degrade our products’ functionality, or give preferential treatment to competitive products, could
seriously harm Snapchat usage on mobile devices. Our competitors that control the operating systems and related hardware our application runs on could make interoperability of our products with those mobile operating systems more difficult or
display their competitive offerings more prominently than ours. We plan to continue to introduce new products regularly and have experienced that it takes time to optimize such products to function with these operating systems and hardware,
impacting the popularity of such products, and we expect this trend to continue.

The majority of our user engagement is
on smartphones with iOS operating systems. As a result, although our products work with Android mobile devices, we have prioritized development of our products to operate with

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iOS operating systems rather than smartphones with Android operating systems. To continue growth in user engagement, we will need to prioritize development of our products to operate on
smartphones with Android operating systems. If we are unable to improve operability of our products on smartphones with Android operating systems, and those smartphones become more popular and fewer people use smartphones with iOS operating systems,
our business could be seriously harmed.

Moreover, our products require high-bandwidth data capabilities. If the costs of
data usage increase, our user growth, retention, and engagement may be seriously harmed. Additionally, to deliver high-quality video and other content over mobile cellular networks, our products must work well with a range of mobile technologies,
systems, networks, regulations, and standards that we do not control. In particular, any future changes to the iOS or Android operating systems may impact the accessibility, speed, functionality, and other performance aspects of our products, which
issues are likely to occur in the future from time to time. In addition, the adoption of any laws or regulations that adversely affect the growth, popularity, or use of the internet, including laws governing internet neutrality, could decrease the
demand for our products and increase our cost of doing business. Current Federal Communications Commission, or FCC, “open internet rules” prohibit mobile providers in the United States from impeding access to most content, or otherwise
unfairly discriminating against content providers like us. These rules also prohibit mobile providers from entering into arrangements with specific content providers for faster or better access over their data networks. The European Union similarly
requires equal access to internet content. Additionally, as part of its Digital Single Market initiative, the European Union may impose network security, disability access, or 911-like obligations on “over-the-top” services such as those
provided by us, which could increase our costs. If the FCC, Congress, the European Union, or the courts modify these open internet rules, mobile providers may be able to limit our users’ ability to access Snapchat or make Snapchat a less
attractive alternative to our competitors’ applications. Were that to happen, our business would be seriously harmed.

We may not successfully cultivate relationships with key industry participants or develop products that operate effectively
with these technologies, systems, networks, regulations, or standards. If it becomes more difficult for our users to access and use Snapchat on their mobile devices, if our users choose not to access or use Snapchat on their mobile devices, or if
our users choose to use mobile products that do not offer access to Snapchat, our user growth, retention, and engagement could be seriously harmed.

We rely on Google Cloud for the vast majority of our computing, storage, bandwidth, and other services. Any disruption of or
interference with our use of the Google Cloud operation would negatively affect our operations and seriously harm our business.

Google provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a
“cloud” computing service, and we currently run the vast majority of our computing on Google Cloud.

Any
transition of the cloud services currently provided by Google Cloud to another cloud provider would be difficult to implement and will cause us to incur significant time and expense. We have committed to spend $2 billion with Google Cloud over
the next five years and have built our software and computer systems to use computing, storage capabilities, bandwidth, and other services provided by Google, some of which do not have an alternative in the market. Given this, any significant
disruption of or interference with our use of Google Cloud would negatively impact our operations and our business would be seriously harmed. If our users or partners are not able to access Snapchat through Google Cloud or encounter difficulties in
doing so, we may lose users, partners, or advertising revenue. The level of service provided by Google Cloud may also impact the usage of and our users’, advertisers’, and partners’ satisfaction with Snapchat and could seriously harm
our business and reputation. If Google Cloud experiences interruptions in service regularly or for a prolonged basis, or other similar issues, our business would be seriously harmed. Hosting costs will also increase as our user base and user
engagement grows and may seriously harm our business if we are unable to grow our revenues faster than the cost of utilizing the services of Google or similar providers.

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In addition, Google may take actions beyond our control that could seriously harm
our business, including:

discontinuing or limiting our access to its Google Cloud platform;

increasing pricing terms;

terminating or seeking to terminate our contractual relationship altogether;

establishing more favorable relationships with one or more of our competitors; or

modifying or interpreting its terms of service or other policies in a manner that impacts our ability to run
our business and operations.

Google has broad discretion to change and interpret its terms of service
and other policies with respect to us, and those actions may be unfavorable to us. Google may also alter how we are able to process data on the Google Cloud platform. If Google makes changes or interpretations that are unfavorable to us, our
business would be seriously harmed.

We generate substantially all of our revenue from advertising. The failure to attract new
advertisers, the loss of advertisers, or a reduction in how much they spend could seriously harm our business.

Substantially all of our revenue is generated from third parties advertising on Snapchat, a trend that we expect to continue.
For the years ended December 31, 2015 and 2016, advertising revenue accounted for 98% and 96% of total revenue, respectively. Although we have recently tried to establish longer-term advertising commitments with advertisers, most advertisers do
not have long-term advertising commitments with us, and our efforts to establish long-term commitments may not succeed.

While no single advertiser or content partner accounts for more than 10% of our revenue, many of our advertisers only recently
started working with us and spend a relatively small portion of their overall advertising budget with us. In addition, advertisers may view some of our products as experimental and unproven. Advertisers will not continue to do business with us if we
do not deliver advertisements in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to other alternatives. Moreover, we rely heavily on our ability to collect and
disclose data and metrics to and for our advertisers to attract new advertisers and retain existing advertisers. Any restriction, whether by law, regulation, policy, or other reason, on our ability to collect and disclose data which our advertisers
find useful would impede our ability to attract and retain advertisers. Our advertising revenue could be seriously harmed by many other factors, including:

a decrease in the number of Daily Active Users on Snapchat;

a decrease in the amount of time spent on Snapchat or decreases in usage of our Creative Tools, Chat Service,
or Storytelling Platform;

our inability to create new products that sustain or increase the value of our advertisements;

changes in our user demographics that make us less attractive to advertisers;

decreases in usage of our Creative Tools;

lack of ad creative availability by our advertising partners;

our partners who provide content to us may not renew agreements or devote the resources to create engaging
content or do not provide content exclusively to us;

changes in our analytics and measurement solutions that demonstrate the value of our advertisements and other
commercial content;

competitive developments or advertiser perception of the value of our products that change the rates we can
charge for advertising or the volume of advertising on Snapchat;

product changes or advertising inventory management decisions we may make that change the type, size, or
frequency of advertisements displayed on Snapchat;

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adverse legal developments relating to advertising, including changes mandated by legislation, regulation, or
litigation;

adverse media reports or other negative publicity involving us, our founders, our partners, or other companies
in our industry;

the degree to which users skip advertisements and therefore diminish the value of those advertisements to
advertisers;

changes in the way advertising is priced or its effectiveness is measured;

our inability to measure the effectiveness of our advertising or target the appropriate audience for
advertisements;

our inability to collect and disclose data that new and existing advertisers may find useful;

difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply
with our guidelines; and

the macroeconomic climate and the status of the advertising industry in general.

These and other factors could reduce demand for our advertising products, which may lower the prices we receive, or cause advertisers to stop
advertising with us altogether. Either of these would seriously harm our business.

Our two co-founders have control over all
stockholder decisions because they control a substantial majority of our voting stock. The Class A common stock issued in this offering will not dilute our co-founders’ voting control because the Class A common stock has no voting
rights.

As a result of the Class C common stock that they hold, 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 an aggregate of              shares of Class C common stock,
which will represent approximately         % of the voting power of our outstanding capital stock immediately following this offering. In addition, on the closing of this offering, Mr. Spiegel will be
granted the CEO award for shares of Series FP preferred stock representing 3.0% of all outstanding shares on the closing of this offering, which will become an RSU covering an equivalent number of shares of Class C common stock on the
closing of this offering. This RSU award will vest immediately on the closing of this offering and such shares will be delivered to our CEO quarterly over the next three years beginning in the third full quarter following this offering, at which
point Mr. Spiegel alone may be able to exercise voting control over our outstanding capital stock. The Class A common stock issued in this offering will have no voting rights, and shares of Class B common stock or Class C common stock sold
by existing stockholders will lose voting rights when such shares convert into Class A common stock or Class B common stock as such shares are sold. As a result, Mr. Spiegel and Mr. Murphy, and potentially either one of them alone,
have the ability to control the outcome of all matters submitted to our stockholders for approval, including the election, removal, and replacement of directors and any merger, consolidation, or sale of all or substantially all of our assets. If
Mr. Spiegel’s or Mr. Murphy’s employment with us is terminated, they will continue to have the ability to exercise the same significant voting power and potentially control the outcome of all matters submitted to our stockholders
for approval. Either of our co-founders’ shares of Class C common stock will automatically convert into Class B common stock, on a one-to-one basis, nine months following his death or on the date on which the number of outstanding shares of
Class C common stock held by such holder represents less than 30% of the Class C common stock held by such holder on the closing of this offering, or              shares of Class C common
stock. Should either of our co-founders’ Class C common stock be converted to Class B common stock, the remaining co-founder will be able to exercise voting control over our outstanding capital stock.

In addition, in October 2016, we issued a dividend of one share of non-voting Class A common stock to all our equity
holders, which will prolong our co-founders’ voting control. As a result of such dividend, our co-

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founders will be able to liquidate their holdings of non-voting Class A common stock without diminishing their voting control. In the future, our board of directors may, from time to time,
decide to issue special or regular stock dividends in the form of Class A common stock, and if we do so, our co-founders’ control could be further prolonged. This concentrated control could delay, defer, or prevent a change of control,
merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support. Conversely, this concentrated control could allow our co-founders to consummate such a transaction that our other stockholders do not
support. In addition, our co-founders may make long-term strategic investment decisions and take risks that may not be successful and may seriously harm our business.

As our CEO, Mr. Spiegel has control over our day-to-day management and the implementation of major strategic investments
of our company, subject to authorization and oversight by our board of directors. As board members and officers, Mr. Spiegel and Mr. Murphy owe a fiduciary duty to our stockholders and must act in good faith in a manner they reasonably
believe to be in the best interests of our stockholders. As stockholders, even controlling stockholders, Mr. Spiegel and Mr. Murphy are entitled to vote their shares, and shares over which they have voting control, in their own interests,
which may not always be in the interests of our stockholders generally. For a description of the rights of our founders and the Class A common stock, Class B common stock, and Class C common stock, see “Description of Capital Stock.”
We do not currently intend to take advantage of the “controlled company” exemption to the corporate governance rules for NYSE-listed companies. Moreover, Mr. Spiegel and Mr. Murphy have entered into a proxy agreement under which
each has granted a voting proxy with respect to all shares of our Class B common stock and Class C common stock that each may beneficially own from time to time or have voting control over. The proxy would become effective on either founder’s
death or disability. Mr. Spiegel and Mr. Murphy have each initially designated the other as their respective proxies. Accordingly, on the death or incapacity of either Mr. Spiegel or Mr. Murphy, the other could individually
control nearly all of the voting power of our outstanding capital stock.

If we do not develop successful new products or improve
existing ones, our business will suffer. We also invest in new lines of business that could fail to attract or retain users or generate revenue.

Our ability to engage, retain, and increase our user base and to increase our revenue will depend heavily on our ability to
successfully create new products, both independently and together with third parties. We may introduce significant changes to our existing products or develop and introduce new and unproven products, such as Spectacles or other technologies with
which we have little or no prior development or operating experience. If new or enhanced products fail to engage our users, advertisers, or partners, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or
other value to justify our investments, any of which may seriously harm our business. For example, in mid-2016, we launched several products and released multiple updates, which resulted in a number of technical issues that diminished the
performance of our application. We believe these performance issues resulted in a reduction in growth of Daily Active Users in the latter part of the quarter ended September 30, 2016. We may encounter other issues in the future that could impact our
user engagement.

Because our products created new ways of communicating, they have often required users to learn new
behaviors to use our products. These new behaviors, such as swiping and tapping in the Snapchat application, are not always intuitive to users. This can create a lag in adoption of new products and new user additions related to new products. To
date, this has not hindered our user growth or engagement, but that may be the result of a large portion of our user base being in a younger demographic and more willing to invest the time to learn to use our products most effectively. To the extent
that future users, including those in older demographics, are less willing to invest the time to learn to use our products, and if we are unable to make our products easier to learn to use, our user growth or engagement could be affected, and our
business could be harmed. We may develop new products that increase user engagement and costs without increasing revenue. For example, we introduced Memories, our cloud storage service for Snaps, which increases our storage costs.

In addition, we have invested and expect to continue to invest in new lines of business, new products, and other initiatives
to generate revenue. The launch of Spectacles, which has not generated significant revenue for

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us, is a good example. There is no guarantee that investing in new lines of business, new products, and other initiatives will succeed. If we do not successfully develop new approaches to
monetization, we may not be able to maintain or grow our revenue as anticipated or recover any associated development costs, and our business could be seriously harmed.

Our business is highly competitive. We face significant competition that we anticipate will continue to intensify. If we are not able to
maintain or improve our market share, our business could suffer.

We face significant competition in almost every
aspect of our business both domestically and internationally. This includes larger, more established companies such as Apple, Facebook (including Instagram and WhatsApp), Google (including YouTube), Twitter, Kakao, LINE, Naver (including Snow), and
Tencent, which provide their users with a variety of products, services, content, and online advertising offerings, and smaller companies that offer products and services that may compete with specific Snapchat features. For example, Instagram, a
subsidiary of Facebook, recently introduced a “stories” feature that largely mimics our Stories feature and may be directly competitive. We may also lose users to small companies that offer products and services that compete with specific
Snapchat features because of the low cost for our users to switch to a different product or service. Moreover, in emerging international markets, where mobile devices often lack large storage capabilities, we may compete with other applications for
the limited space available on a user’s mobile device. We also face competition from traditional and online media businesses for advertising budgets. We compete broadly with the social media offerings of Apple, Facebook, Google, and Twitter,
and with other, largely regional, social media platforms that have strong positions in particular countries. As we introduce new products, as our existing products evolve, or as other companies introduce new products and services, we may become
subject to additional competition. For example, in late 2016, we launched Spectacles, our first hardware product. While we view Spectacles as an extension of Snapchat, adding hardware products and services to our product portfolio subjects us to
additional competition and new competitors.

Many of our current and potential competitors have significantly greater
resources and broader global recognition and occupy better competitive positions in certain markets than we do. These factors may allow our competitors to respond to new or emerging technologies and changes in market requirements better than we can.
Our competitors may also develop products, features, or services that are similar to ours or that achieve greater market acceptance. These products, features, and services may undertake more far-reaching and successful product development efforts or
marketing campaigns, or may adopt more aggressive pricing policies. In addition, advertisers may use information that our users share through Snapchat to develop or work with competitors to develop products or features that compete with us. Certain
competitors, including Apple, Facebook, and Google, could use strong or dominant positions in one or more markets to gain competitive advantages against us in areas where we operate, including by:

integrating competing social media platforms or features into products they control such as search engines,
web browsers, or mobile device operating systems;

making acquisitions for similar or complementary products or services; or

impeding Snapchat’s accessibility and usability by modifying existing hardware and software on which the
Snapchat application operates.

As a result, our competitors may acquire and engage users at the expense
of our user growth or engagement, which may seriously harm our business.

We believe that our ability to compete
effectively depends on many factors, many of which are beyond our control, including:

the usefulness, novelty, performance, and reliability of our products compared to our competitors;

the size and demographics of our Daily Active Users;

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the timing and market acceptance of our products, including developments and enhancements of our
competitors’ products;

our ability to monetize our products;

the effectiveness of our advertising and sales teams;

the effectiveness of our advertising products;

our ability to establish and maintain advertisers’ and partners’ interest in using Snapchat;

the frequency, relative prominence, and type of advertisements displayed on our application or by our
competitors;

the effectiveness of our customer service and support efforts;

the effectiveness of our marketing activities;

changes as a result of legislation, regulatory authorities, or litigation, including settlements and consent
decrees, some of which may have a disproportionate effect on us;

acquisitions or consolidation within our industry;

our ability to attract, retain, and motivate talented employees, particularly engineers and sales personnel;

our ability to cost-effectively manage and scale our rapidly growing operations; and

our reputation and brand strength relative to our competitors.

If we cannot effectively compete, our user engagement may decrease, which could make us less attractive to users, advertisers,
and partners and seriously harm our business.

We have incurred operating losses in the past, expect to incur operating losses in
the future, and may never achieve or maintain profitability.

We began commercial operations in 2011 and for all of
our history we have experienced net losses and negative cash flows from operations. As of December 31, 2016, we had an accumulated deficit of $1.2 billion and for the year ended December 31, 2016, we experienced a net loss of
$514.6 million. We expect our operating expenses to increase in the future as we expand our operations. Furthermore, as a public company, we will incur additional legal, accounting, and other expenses that we did not incur as a private company.
If our revenue does not grow at a greater rate than our expenses, we will not be able to achieve and maintain profitability. We may incur significant losses in the future for many reasons, including without limitation the other risks and
uncertainties described in this prospectus. Additionally, we may encounter unforeseen expenses, operating delays, or other unknown factors that may result in losses in future periods. If our expenses exceed our revenue, our business may be seriously
harmed and we may never achieve or maintain profitability.

The loss of one or more of our key personnel, or our failure to attract
and retain other highly qualified personnel in the future, could seriously harm our business.

We currently depend
on the continued services and performance of our key personnel, including Evan Spiegel and Robert Murphy. Although we have entered into employment agreements with Mr. Spiegel and Mr. Murphy, the agreements are at-will, which means that
they may resign or could be terminated for any reason at any time. Mr. Spiegel and Mr. Murphy are high profile individuals who have received threats in the past and are likely to continue to receive threats in the future. While
Mr. Spiegel, as CEO, has been responsible for our company’s strategic vision and Mr. Murphy, as CTO, developed the Snapchat application’s technical foundation, should either of them stop working for us for any reason, it is
unlikely that the other co-founder would be able to fulfill the responsibilities of the departing co-founder. Nor is it likely that we would be able to immediately find a

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suitable replacement. The loss of key personnel, including members of management and key engineering, product development, marketing, and sales personnel, could disrupt our operations and
seriously harm our business.

As we continue to grow, we cannot guarantee we will continue to attract the personnel we
need to maintain our competitive position. In particular, we intend to hire a significant number of engineering and sales personnel in Venice, California and surrounding areas, and we expect to face significant competition in hiring them and
difficulties in attracting qualified personnel to move to the Los Angeles area. As we mature, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements, such as through cash bonuses, may not be
as effective as in the past. Additionally, we have many current employees whose equity ownership in our company gives them a substantial amount of personal wealth. Likewise, we have many current employees whose equity awards are fully vested and
will be entitled to receive substantial amounts of our capital stock shortly after our initial public offering. As a result, it may be difficult for us to continue to retain and motivate these employees, and this wealth could affect their decision
about whether they continue to work for us. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business could be seriously
harmed.

We have a short operating history and a new business model, which makes it difficult to evaluate our prospects and future
financial results and increases the risk that we will not be successful.

We began commercial operations in 2011
and began meaningfully monetizing Snapchat in 2015. We have a short operating history and a new business model, which makes it difficult to effectively assess our future prospects. Accordingly, we believe that investors’ future perceptions and
expectations, which can be idiosyncratic and vary widely, and which we do not control, will affect our stock price. Our business model is based on reinventing the camera to improve the way that people live and communicate. You should consider our
business and prospects in light of the challenges we face, including the ones discussed in this section.

If our security is
compromised or if our platform is subjected to attacks that frustrate or thwart our users’ ability to access our products and services, our users, advertisers, and partners may cut back on or stop using our products and services altogether,
which could seriously harm our business.

Our efforts to protect the information that our users have shared with us
may be unsuccessful due to the actions of third parties, software bugs, or other technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose
information to gain access to our data or our users’ data. If any of these events occur, our or our users’ information could be accessed or disclosed improperly. We have previously suffered the loss of employee information related to an
employee error. Our Privacy Policy governs how we may use and share the information that our users have provided us. Some advertisers and partners may store information that we share with them. If these third parties fail to implement adequate
data-security practices or fail to comply with our terms and policies, our users’ data may be improperly accessed or disclosed. And even if these third parties take all these steps, their networks may still suffer a breach, which could
compromise our users’ data.

Any incidents where our users’ information is accessed without authorization, or is
improperly used, or incidents that violate our Terms of Service or policies, could damage our reputation and our brand and diminish our competitive position. In addition, affected users or government authorities could initiate legal or regulatory
action against us over those incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Maintaining the trust of our users is important to sustain
our growth, retention, and user engagement. Concerns over our privacy practices, whether actual or unfounded, could damage our reputation and brand and deter users, advertisers, and partners from using our products and services. Any of these
occurrences could seriously harm our business.

We are also subject to many federal, state, and foreign laws and
regulations, including those related to privacy, rights of publicity, data protection, content regulation, intellectual property, health and safety,

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competition, protection of minors, consumer protection, employment, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a
manner that could seriously harm our business.

In addition, in December 2014, the U.S. Federal Trade Commission, or the
FTC, resolved an investigation into some of our early practices by issuing a final order. That order requires, among other things, that we establish a robust privacy program to govern how we treat user data. During the 20-year term of the order, we
must complete bi-annual independent privacy audits. In addition, in June 2014, we entered into a 10-year assurance of discontinuance with the Attorney General of Maryland implementing similar practices, including measures to prevent minors under the
age of 13 from creating accounts and providing annual compliance reports. Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could seriously harm our business.

Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those
metrics may seriously harm and negatively affect our reputation and our business.

We regularly review metrics,
including our Daily Active Users and ARPU metrics, to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party.
While these numbers are based on what we believe to be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring how our products are used across large populations globally. For
example, we believe that there are individuals who have multiple Snapchat accounts, even though we forbid that in our Terms of Service and implement measures to detect and suppress that behavior. Our user metrics are also affected by technology on
certain mobile devices that automatically runs in the background of our Snapchat application when another phone function is used, and this activity can cause our system to miscount the user metrics associated with such account.

Some of our demographic data may be incomplete or inaccurate. For example, because users self-report their dates of birth, our
age-demographic data may differ from our users’ actual ages. And because users who signed up for Snapchat before June 2013 were not asked to supply their date of birth, we exclude those users and estimate their ages based on a sample of the
self-reported ages we do have. If our Daily Active Users provide us with incorrect or incomplete information regarding their age or other attributes, then our estimates may prove inaccurate and fail to meet investor expectations.

In the past we have relied on third-party analytics providers to calculate our metrics, but today we rely primarily on our
analytics platform that we developed and operate. For example, before June 2015, we used a third party that counted a Daily Active User when the application was opened or a notification was received via the application on any device. We now use an
analytics platform that we developed and operate and we count a Daily Active User only when a user opens the application and only once per user per day. We believe this methodology more accurately measures our user engagement. Additionally, to align
our pre-June 2015 Daily Active Users with this new methodology, we reduced our pre-June 2015 Daily Active Users by 4.8%, the amount by which we estimated the data generated by the third party was overstated. Since this adjustment is an estimate, the
actual pre-June 2015 Daily Active Users may be higher or lower than our reported numbers. As a result, our metrics may not be comparable to prior periods.

Errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. For instance,
if a significant understatement or overstatement of Daily Active Users were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of users to satisfy our growth
strategies. If advertisers, partners, or investors do not perceive our user, geographic, or other demographic metrics to be accurate representations of our user base, or if we discover material inaccuracies in our user, geographic, or other
demographic metrics, our reputation may be seriously harmed. And at the same time, advertisers and partners may be less willing to allocate their budgets or

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resources to Snapchat, which could seriously harm our business. In addition, we measure our Daily Active Users by calculating the daily average of users across the quarter. This calculation may
mask any individual months within the quarter that are significantly higher or lower than the average. For example, although Daily Active Users grew by 7% from 143 million Daily Active Users for the quarter ended June 30, 2016 to
153 million Daily Active Users for the quarter ended September 30, 2016, the growth in Daily Active Users was relatively flat in the latter part of the quarter ended September 30, 2016.

Mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of Snapchat could seriously harm our
business and reputation.

Mobile malware, viruses, hacking, and phishing attacks have become more prevalent in our
industry, have occurred on our systems in the past, and may occur on our systems in the future. Because of our prominence, we believe that we are an attractive target for these sorts of attacks. Although it is difficult to determine what, if any,
harm may directly result from an interruption or attack, any failure to maintain performance, reliability, security, and availability of our products and technical infrastructure to the satisfaction of our users may seriously harm our reputation and
our ability to retain existing users and attract new users.

In addition, spammers attempt to use our products to send
targeted and untargeted spam messages to users, which may embarrass or annoy users and make our products less user friendly. We cannot be certain that the technologies that we have developed to repel spamming attacks will be able to eliminate all
spam messages from our products. Our actions to combat spam may also require diversion of significant time and focus of our engineering team from improving our products. As a result of spamming activities, our users may use our products less or stop
using them altogether, and result in continuing operational cost to us.

Similarly, terror and other criminal groups may
use our products to promote their goals and encourage users to engage in terror and other illegal activities. We expect that as more people use our products, these groups will increasingly seek to misuse our products. Although we invest resources to
combat these activities, including by suspending or terminating accounts we believe are violating our Terms of Service and Community Guidelines, we expect these groups will continue to seek ways to act inappropriately and illegally on Snapchat.
Combating these groups requires our engineering team to divert significant time and focus from improving our products. In addition, we may not be able to control or stop Snapchat from becoming the preferred application of use by these groups, which
may become public knowledge and seriously harm our reputation or lead to lawsuits or attention from regulators. If these activities increase on Snapchat, our reputation, user growth and user engagement, and operational cost structure could be
seriously harmed.

Because we store, process, and use data, some of which contains personal information, we are subject to complex
and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in investigations, claims,
changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm our business.

We are subject to a variety of laws and regulations in the United States and other countries that involve matters central to
our business, including user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and
online-payment services. These laws can be particularly restrictive in countries outside the United States. Both in the United States and abroad, these laws and regulations constantly evolve and remain subject to significant change. In addition, the
application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Because we store, process, and use data, some of which contains personal information, we are
subject to complex and evolving federal, state, and foreign laws and regulations regarding privacy, data protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in
investigations, claims, changes to our business practices, increased cost of operations, and declines in user growth, retention, or engagement, any of which could seriously harm our business.

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Several proposals are pending before federal, state, and foreign legislative and
regulatory bodies that could significantly affect our business. For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by European legislative bodies that may include more stringent operational
requirements for data processors and significant penalties for non-compliance. In addition, the General Data Protection Regulation in the European Union, which will go into effect on May 25, 2018, may require us to change our policies and procedures
and, if we are not compliant, may seriously harm our business.

Our financial condition and results of operations will fluctuate
from quarter to quarter, which makes them difficult to predict.

Our quarterly results of operations have
fluctuated in the past and will fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast our future results. As a result, you should not rely on our past
quarterly results of operations as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial condition and results of operations in any
given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

our ability to maintain and grow our user base and user engagement;

the development and introduction of new products or services, such as Spectacles, by us or our competitors;

the ability of our data service providers to scale effectively and timely provide the necessary technical
infrastructure to offer our service;

our ability to attract and retain advertisers in a particular period;

seasonal fluctuations in spending by our advertisers and product usage by our users, each of which may change
as our product offerings evolve or as our business grows;

the number of advertisements shown to users;

the pricing of our advertisements and other products;

our ability to demonstrate to advertisers the effectiveness of our advertisements;

the diversification and growth of revenue sources beyond current advertising;

increases in marketing, sales, and other operating expenses that we may incur to grow and expand our
operations and to remain competitive;

our ability to maintain gross margins and operating margins;

system failures or breaches of security or privacy;

inaccessibility of Snapchat due to third-party actions;

stock-based compensation expense, including approximately
$             million that we will incur in the quarter of our initial public offering in connection with the vesting of RSUs for which the service-based condition was satisfied as of the
date of our initial public offering (assuming an initial public offering price of $             per share, the midpoint of the estimated price range set forth on the cover page of this
prospectus);

adverse litigation judgments, settlements, or other litigation-related costs;

changes in the legislative or regulatory environment, including with respect to privacy, or enforcement by
government regulators, including fines, orders, or consent decrees;

fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated
in foreign currencies;

fluctuations in the market values of our portfolio investments and interest rates;

changes in our effective tax rate;

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announcements by competitors of significant new products or acquisitions;

our ability to make accurate accounting estimates and appropriately recognize revenue for our products for
which there are no relevant comparable products;

changes in accounting standards, policies, guidance, interpretations, or principles; and

changes in business or macroeconomic conditions.

If we are unable to successfully grow our user base and further monetize our products, our business will suffer.

We have made, and are continuing to make, investments to enable users and advertisers to create compelling content and deliver
advertising to our users. Existing and prospective Snapchat users and advertisers may not be successful in creating content that leads to and maintains user engagement. We are continuously seeking to balance the objectives of our users and
advertisers with our desire to provide an optimal user experience. We do not seek to monetize all of our products and we may not be successful in achieving a balance that continues to attract and retain users and advertisers. If we are not
successful in our efforts to grow our user base or if we are unable to build and maintain good relations with our advertisers, our user growth and user engagement and our business may be seriously harmed. In addition, we may expend significant
resources to launch new products that we are unable to monetize, which may seriously harm our business.

Additionally, we
may not succeed in further monetizing Snapchat. We currently monetize Snapchat by displaying in the application advertisements that we sell and advertisements sold by our partners. As a result, our financial performance and ability to grow revenue
could be seriously harmed if:

we fail to increase or maintain Daily Active Users;

we fail to increase or maintain the amount of time spent on Snapchat or usage of our Creative Tools, Chat
Service, or Storytelling Platform;

partners do not create engaging content for users or renew their agreements with us;

advertisers do not continue to introduce engaging advertisements;

advertisers reduce their advertising on Snapchat;

we fail to maintain good relationships with advertisers or attract new advertisers; or

the content on Snapchat does not maintain or gain popularity.

We cannot assure you that we will effectively manage our growth.

Our employee headcount and the scope and complexity of our business have increased significantly, with the number of full-time
employees increasing from 600 as of December 31, 2015 to 1,859 as of December 31, 2016. We expect headcount growth to continue for the foreseeable future. The growth and expansion of our business and products create significant challenges
for our management, including managing multiple relationships with users, advertisers, partners, and other third parties, and constrain operational and financial resources. If our operations or the number of third-party relationships continues to
grow, our information-technology systems and our internal controls and procedures may not adequately support our operations. In addition, some members of our management do not have significant experience managing large global business operations, so
our management may not be able to manage such growth effectively. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and effectively expand, train, and manage our employee
base.

As our organization continues to grow and we are required to implement more complex organizational management
structures, we may also find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products. This could negatively affect our business performance and
seriously harm our business.

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Our costs are growing rapidly, which could seriously harm our business or increase our
losses.

Providing our products to our users is costly, and we expect our expenses, including those related to
people and hosting, to grow in the future. This expense growth will continue as we broaden our user base, as users increase the number of connections and amount of content they consume and share, as we develop and implement new product features that
require more computing infrastructure, and as we hire additional employees at a rapid pace to support potential future growth. Historically, our costs have increased each year due to these factors, and we expect to continue to incur increasing
costs. Our costs are based on development and release of new products and the addition of users and may not be offset by a corresponding growth of our revenue. We expect to continue to invest in our global infrastructure to provide our products
quickly and reliably to all users around the world, including in countries where we do not expect significant short-term monetization, if any. Our expenses may be greater than we anticipate, and our investments to make our business and our technical
infrastructure more efficient may not succeed and may outpace monetization efforts. In addition, we expect to increase marketing, sales, and other operating expenses to grow and expand our operations and to remain competitive. Increases in our costs
without a corresponding increase in our revenue would increase our losses and could seriously harm our business.

Our business
depends on our ability to maintain and scale our technology infrastructure. Any significant disruption to our service could damage our reputation, result in a potential loss of users and decrease in user engagement, and seriously harm our business.

Our reputation and ability to attract, retain, and serve users depends on the reliable performance of Snapchat and
our underlying technology infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could seriously harm our business. If Snapchat is unavailable when users
attempt to access it, or if it does not load as quickly as they expect, users may not return to Snapchat as often in the future, or at all. As our user base and the volume and types of information shared on Snapchat continue to grow, we will need an
increasing amount of technology infrastructure, including network capacity and computing power, to continue to satisfy our users’ needs. It is possible that we may fail to effectively scale and grow our technology infrastructure to accommodate
these increased demands. In addition, our business is subject to interruptions, delays, and failures resulting from earthquakes, other natural disasters, terrorism, and other catastrophic events.

A substantial portion of our network infrastructure is provided by third parties. Any disruption or failure in the services we
receive from these providers could harm our ability to handle existing or increased traffic and could seriously harm our business. Any financial or other difficulties these providers face may seriously harm our business. And because we exercise
little control over these providers, we are vulnerable to problems with the services they provide.

Our business emphasizes rapid
innovation and prioritizes long-term user engagement over short-term financial condition or results of operations. That strategy may yield results that sometimes don’t align with the market’s expectations. If that happens, our stock price
may be negatively affected.

Our business is growing and becoming more complex, and our success depends on our
ability to quickly develop and launch new and innovative products. We believe our culture fosters this goal. Our focus on complexity and quick reactions could result in unintended outcomes or decisions that are poorly received by our users,
advertisers, or partners. For example, we made, and expect to continue to make, significant investments to develop and launch Spectacles and we are not yet able to determine whether users will purchase or use Spectacles in the future. Our culture
also prioritizes our long-term user engagement over short-term financial condition or results of operations. We frequently make decisions that may reduce our short-term revenue or profitability if we believe that the decisions benefit the aggregate
user experience and will thereby improve our financial performance over the long term. For example, we monitor how advertising on Snapchat affects our users’ experiences to ensure we do not deliver too many advertisements to our users, and we
may decide to

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decrease the number of advertisements to ensure our users’ satisfaction in the product. In addition, we improve Snapchat based on feedback provided by our users and partners. These decisions
may not produce the long-term benefits that we expect, in which case our user growth and engagement, our relationships with advertisers and partners, and our business could be seriously harmed.

If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our
business may be seriously harmed. If we need to license or acquire new intellectual property, we may incur substantial costs.

We aim to protect our confidential proprietary information, in part, by entering into confidentiality agreements and invention
assignment agreements with all our employees, consultants, advisors, and any third parties who access or contribute to our proprietary know-how, information, or technology. We also rely on trademark, copyright, patent, trade secret, and
domain-name-protection laws to protect our proprietary rights. In the United States and internationally, we have filed various applications to protect aspects of our intellectual property, and we currently hold a number of issued patents in multiple
jurisdictions. In the future we may acquire additional patents or patent portfolios, which could require significant cash expenditures. However, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge
proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our
business. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights. Although we have taken measures to protect our proprietary rights, there can be no assurance that others
will not offer products or concepts that are substantially similar to ours and compete with our business. In addition, we regularly contribute software source code under open-source licenses and have made other technology we developed available
under other open licenses, and we include open-source software in our products. From time to time, we may face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we have
developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and could require us to make our software source
code freely available, seek licenses from third parties to continue offering our products for certain uses, or cease offering the products associated with such software unless and until we can re-engineer them to avoid infringement, which may be
very costly. If we are unable to protect our proprietary rights or prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to more effectively
mimic our service and methods of operations. Any of these events could seriously harm our business.

If our users do not continue to
contribute content or their contributions are not perceived as valuable to other users, we may experience a decline in user growth, retention, and engagement on Snapchat, which could result in the loss of advertisers and revenue.

Our success depends on our ability to provide Snapchat users with engaging content, which in part depends on the content
contributed by our users. If users, including influential users such as world leaders, government officials, celebrities, athletes, journalists, sports teams, media outlets, and brands, do not continue to contribute engaging content to Snapchat, our
user growth, retention, and engagement may decline. That, in turn, may impair our ability to maintain good relationships with our advertisers or attract new advertisers, which may seriously harm our business and financial performance.

Foreign government initiatives to restrict access to Snapchat in their countries could seriously harm our business.

Foreign data protection, privacy, consumer protection, content regulation, and other laws and regulations are often more
restrictive than those in the United States. Foreign governments may censor Snapchat in their countries, restrict access to Snapchat from their countries entirely, or impose other restrictions that may affect

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their citizens’ ability to access Snapchat for an extended period of time or even indefinitely. If foreign governments think we are violating their laws, or for other reasons, they may seek
to restrict access to Snapchat, which would give our competitors an opportunity to penetrate geographic markets that we cannot access. As a result, our user growth, retention, and engagement may be seriously harmed, and we may not be able to
maintain or grow our revenue as anticipated and our business could be seriously harmed. For example, access to Google, which currently powers our infrastructure, is restricted in China, and we do not know if we will be able to enter the market in a
manner acceptable to the Chinese government.

Our users may increasingly engage directly with our partners instead of through
Snapchat, which may negatively affect our advertising revenue and seriously harm our business.

We allow partners
to display their advertisements on Snapchat. Using our products, some partners not only can interact directly with our users, but can also direct our users to content on the partner’s website directly. When users visit a partner’s website,
we do not deliver advertisements to these websites. So, if our partners’ websites draw users away from Snapchat, the sort of user activity that generates advertising opportunities may decline, which could negatively affect our advertising
revenue. Although we believe that Snapchat reaps significant long-term benefits from increased user engagement on content on Snapchat provided by our partners, these benefits may not offset the possible loss of advertising revenue, in which case our
business could be seriously harmed.

If events occur that damage our reputation and brand, our ability to expand our user base,
advertisers, and partners may be impaired, and our business may be seriously harmed.

We have developed a brand
that we believe has contributed to our success. We also believe that maintaining and enhancing our brand is critical to expanding our user base, advertisers, and partners. Because many of our users join Snapchat on the invitation or recommendation
of a friend or family member, one of our primary focuses is on ensuring that our users continue to view Snapchat and our brand favorably so that these referrals continue. Maintaining and enhancing our brand will depend largely on our ability to
continue to provide useful, novel, fun, reliable, trustworthy, and innovative products, which we may not do successfully. We may introduce new products or require our users to agree to new terms of service related to new and existing products that
users do not like, which may negatively affect our brand. Additionally, our partners’ actions may affect our brand if users do not appreciate what those partners do on Snapchat. In the past, we have experienced, and we expect that in the future
we will continue to experience, media, legislative, and regulatory scrutiny of our decisions regarding user privacy or other issues, which may seriously harm our reputation and brand. We may also fail to adequately support the needs of our users,
advertisers, or partners, which could erode confidence in our brand. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be successful. If we fail to successfully promote and maintain our
brand or if we incur excessive expenses in this effort, our business may be seriously harmed.

Unfavorable media coverage could
seriously harm our business.

We and our founders receive a high degree of media coverage globally. Unfavorable
publicity regarding us, for example, our privacy practices, product changes, product quality, litigation, or regulatory activity, or regarding the actions of our partners or our users, could seriously harm our reputation. Such negative publicity
could also adversely affect the size, demographics, engagement, and loyalty of our user base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

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If we are not successful in expanding and operating our business in international markets,
we may need to lay off employees in those markets, which may seriously harm our reputation and business.

We have
rapidly expanded to new international markets, including areas where we do not yet understand the full scope of commerce and culture. In connection with this rapid international expansion we have also hired new employees in many of these markets.
This rapid expansion may:

impede our ability to continuously monitor the performance of our international employees;

result in hiring of employees who may not yet fully understand our business, products, and culture; and

cause us to expand in markets that may lack the culture and infrastructure needed to adopt our products.

These issues may eventually lead to layoffs of employees in these markets and may harm our ability to grow our business
in these markets.

We anticipate spending substantial funds in connection with the tax liabilities on the initial settlement of RSUs
in connection with this offering. The manner in which we fund these tax liabilities may have an adverse effect on our financial condition.

Given the large number of RSUs that will initially settle in connection with our initial public offering, we anticipate that we
will expend substantial funds to satisfy tax withholding and remittance obligations on the effective date of our registration statement. On the settlement date, we plan to withhold and remit income taxes at applicable statutory rates based on the
then-current value of the underlying shares. We currently expect that the average of these withholding tax rates will be approximately 47%. If the price of our common stock at the time of settlement were equal to $16.33 per share, which is
the fair value of our common stock as of December 31, 2016, we estimate that this tax obligation would be approximately $187.2 million in the aggregate. To settle these RSUs, assuming an approximate 47% tax withholding rate, we
anticipate that we will net-settle the awards by delivering an aggregate of approximately 13.2 million shares of Class A common stock and Class B common stock to RSU holders and withholding an aggregate of approximately 11.5 million
shares of Class A common stock and Class B common stock, based on RSUs outstanding as of December 31, 2016 for which the service-based requirement was satisfied on that day. In connection with these net settlements, we will withhold and
remit the tax liabilities on behalf of the RSU holders in cash to the applicable tax authorities.

To fund the withholding
and remittance obligations, we may sell equity securities near the initial settlement date in an amount that is substantially equivalent to the number of shares of common stock that we withhold in connection with these net settlements, such that the
newly issued shares should not be dilutive. However, in the event that we issue equity securities, we cannot assure you that we will be able to successfully match the proceeds to the amount of this tax liability. In addition, any such equity
financing could result in a decline in our stock price. If we elect not to fully fund tax withholding and remittance obligations through the issuance of equity or we are unable to complete such an offering due to market conditions or otherwise, we
may choose to borrow funds under our credit facility, use a substantial portion of our existing cash, including funds raised in this offering, or rely on a combination of these alternatives. In the event that we elect to satisfy tax withholding and
remittance obligations in whole or in part by drawing on our credit facility, our interest expense and principal repayment requirements could increase significantly, which could have an adverse effect on our financial condition or results of
operations.

Our products are highly technical and may contain undetected software bugs or hardware errors, which could manifest in
ways that could seriously harm our reputation and our business.

Our products are highly technical and complex.
Snapchat and Spectacles, or any other products we may introduce in the future, may contain undetected software bugs, hardware errors, and other vulnerabilities. These

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bugs and errors can manifest in any number of ways in our products, including through diminished performance, security vulnerabilities, malfunctions, or even permanently disabled products. We
have a practice of rapidly updating our products and some errors in our products may be discovered only after a product has been shipped and used by users, and may in some cases be detected only under certain circumstances or after extended use.
Spectacles, as an eyewear product, is regulated by the U.S. Food and Drug Administration, or the FDA, and may malfunction in a way that physically harms a user. We offer a limited one-year warranty in the United States and any such defects
discovered in our products after commercial release could result in a loss of sales and users, which could seriously harm our business. Any errors, bugs, or vulnerabilities discovered in our code after release could damage our reputation, drive away
users, lower revenue, and expose us to damages claims, any of which could seriously harm our business.

We could also face
claims for product liability, tort, or breach of warranty. In addition, our product contracts with users contain provisions relating to warranty disclaimers and liability limitations, which may not be upheld. Defending a lawsuit, regardless of its
merit, is costly and may divert management’s attention and seriously harm our reputation and our business. In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our
business could be seriously harmed.

As our business expands, we may offer credit to our partners to stay competitive, and as a
result we may be exposed to credit risk of some of our partners, which may seriously harm our business.

As our
business continues to grow and expand, we may decide to engage in business with some of our partners on an open credit basis. While we may monitor individual partner payment capability when we grant open credit arrangements and maintain allowances
we believe are adequate to cover exposure for doubtful accounts, we cannot assure investors these programs will be effective in managing our credit risks in the future, especially as we expand our business internationally and engage with partners
that we may not be familiar with. If we are unable to adequately control these risks, our business could be seriously harmed.

We
may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business.

It is possible that a regulatory inquiry might force us to change our policies or practices. And were we to violate existing or
future regulatory orders or consent decrees, we might incur substantial monetary fines and other penalties that could seriously harm our business. In addition, it is possible that future orders issued by, or enforcement actions initiated by,
regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a way that could seriously harm our business.

For example, in December 2014, the FTC resolved an investigation into some of our early practices by issuing a final
order. That order requires, among other things, that we establish a robust privacy program to govern how we treat user data. During the 20-year term of the order, we must complete bi-annual independent privacy audits. In addition, in June 2014, we
entered into a 10-year assurance of discontinuance with the Attorney General of Maryland implementing similar practices, including measures to prevent minors under the age of 13 from creating accounts and providing annual compliance reports.
Violating existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could seriously harm our business. Similarly, we may be subject to additional general inquiries from time to
time, which may seriously harm our business.

We are currently, and expect to be in the future, party to patent lawsuits and other
intellectual property claims that are expensive and time-consuming. If resolved adversely, lawsuits and claims could seriously harm our business.

Companies in the mobile, camera, communication, media, internet, and other technology-related industries own large numbers of
patents, copyrights, trademarks, trade secrets, and other intellectual property rights, and

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frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various “non-practicing
entities” that own patents, copyrights, trademarks, trade secrets, and other intellectual property rights often attempt to aggressively assert their rights to extract value from technology companies. Furthermore, from time to time we may
introduce new products or make other business changes, including in areas where we currently do not compete, which could increase our exposure to patent, copyright, trademark, trade secret, and other intellectual property rights claims from
competitors and non-practicing entities. From time to time, we receive letters from patent holders alleging that some of our products infringe their patent rights and from trademark holders alleging infringement of their trademark rights. We have
been subject to litigation with respect to third-party patents, trademarks, and other intellectual property and we expect to continue to be subject to intellectual property litigation.

We rely on a variety of statutory and common-law frameworks for the content we provide our users, including the Digital
Millennium Copyright Act, or DMCA, the Communications Decency Act, or CDA, and the fair-use doctrine. The DMCA limits, but does not necessarily eliminate, our potential liability for caching, hosting, listing, or linking to third-party content that
may include materials that infringe copyrights or other rights. The CDA further limits our potential liability for content uploaded onto Snapchat by third parties. And the fair-use doctrine (and related doctrines in other countries) limits our
potential liability for featuring third-party intellectual property content produced by Snap Inc. for purposes such as reporting, commentary, and parody. However, each of these statutes and doctrines is subject to uncertain judicial interpretation
and regulatory and legislative amendments. Moreover, some of them provide protection only or primarily in the United States. If the rules around these doctrines change, if international jurisdictions refuse to apply similar protections, or if a
court were to disagree with our application of those rules to our service, we could incur liability and our business could be seriously harmed.

From time to time, we are involved in class-action lawsuits and other litigation matters that are expensive and time-consuming. If
resolved adversely, lawsuits and other litigation matters could seriously harm our business.

We are involved in
numerous lawsuits, including putative class action lawsuits brought by users, many of which claim statutory damages. We anticipate that we will continue to be a target for lawsuits in the future. Because we have millions of users, the plaintiffs in
class-action cases filed against us typically claim enormous monetary damages in the aggregate even if the alleged per-user harm is small or non-existent. Any litigation to which we are a party may result in an onerous or unfavorable judgment
that may not be reversed on appeal, or we may decide to settle lawsuits on similarly unfavorable terms. Any such negative outcome could result in payments of substantial monetary damages or fines, or changes to our products or business practices,
and accordingly our business could be seriously harmed. Although the results of lawsuits and claims cannot be predicted with certainty, we do not believe that the final outcome of those matters that we currently face will seriously harm our
business. However, defending these claims is costly and can impose a significant burden on management and employees, and we may receive unfavorable preliminary, interim, or final rulings in the course of litigation, which could seriously harm our
business.

We do not have manufacturing capabilities and depend on a single contract manufacturer. If we encounter problems with
this contract manufacturer or if the manufacturing process stops or is delayed for any reason, we may not deliver our hardware products, such as Spectacles, to our customers on time, which may seriously harm our business.

We have limited manufacturing experience for our only physical product, Spectacles, and we do not have any internal
manufacturing capabilities. Instead, we rely on one contract manufacturer to build Spectacles. Our contract manufacturer is vulnerable to capacity constraints and reduced component availability, and our control over delivery schedules, manufacturing
yields, and costs, particularly when components are in short supply, or if we introduce a new product or feature, is limited. In addition, we have limited control over our manufacturer’s quality systems and controls, and therefore must rely on
our manufacturer to manufacture our products to our

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quality and performance standards and specifications. Delays, component shortages, including custom components that are manufactured for us at our direction, and other manufacturing and supply
problems could impair the distribution of our products and ultimately our brand. Furthermore, any adverse change in our contract manufacturer’s financial or business condition could disrupt our ability to supply our products to our retailers
and distributors. If we are required to change our contract manufacturer or assume internal manufacturing operations, we may lose revenue, incur increased costs, and damage our reputation and brand. Qualifying a new contract manufacturer and
commencing production is expensive and time-consuming. In addition, if we experience increased demand for our products, we may need to increase our component purchases, contract-manufacturing capacity and internal test and quality functions. The
inability of our contract manufacturers to provide us with adequate supplies of high-quality products could delay our order fulfillment, and may require us to change the design of our products to meet this increased demand. Any redesign would
require us to re-qualify our products with any applicable regulatory bodies, which would be costly and time-consuming. This may lead to unsatisfied customers and users and increase costs to us, which could seriously harm our business.

Components used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and
render our devices inoperable.

We rely on third-party component suppliers to provide some of the functionalities
needed to operate and use our products, such as Spectacles. Any errors or defects in that third-party technology could result in errors in our products that could seriously harm our business. If these components have a manufacturing, design, or
other defect, they can cause our products to fail and render them permanently inoperable. For example, the typical means by which our Spectacles product connects to mobile devices is by way of a Bluetooth transceiver located in the Spectacles
product. If the Bluetooth transceiver in our Spectacles product were to fail, it would not be able to connect to a user’s mobile device and Spectacles would not be able to deliver any content to the mobile device and the Snapchat application.
As a result, we would have to replace these products at our sole cost and expense. Should we have a widespread problem of this kind, the reputational damage and the cost of replacing these products could seriously harm our business.

The FDA and other state and foreign regulatory agencies regulate Spectacles. We may develop future products that are regulated
as medical devices by the FDA. Government authorities, primarily the FDA and corresponding regulatory agencies, regulate the medical device industry. Unless there is an exemption, we must obtain regulatory approval from the FDA and corresponding
agencies before we can market or sell a new regulated product or make a significant modification to an existing product. Obtaining regulatory clearances to market a medical device can be costly and time-consuming, and we may not be able to obtain
these clearances or approvals on a timely basis, or at all, for future products. Any delay in, or failure to receive or maintain, clearance or approval for any medical device products under development could prevent us from launching new
products. We could seriously harm our business and the ability to sell our products if we experience any product problems requiring FDA reporting, if we fail to comply with applicable FDA and other state or foreign agency regulations, or if we
are subject to enforcement actions such as fines, civil penalties, injunctions, product recalls, or failure to obtain FDA or other regulatory clearances or approvals.

Our offices are dispersed in various cities, and we do not have a designated headquarters office, which may negatively affect employee
morale and could seriously harm our business.

We have many offices, both domestic and abroad, with our principal
offices being located in Venice, California. But we do not have one designated headquarters office in Venice; we instead have many office buildings that are dispersed throughout the city. This diffuse structure may prevent us from fostering positive
employee morale and encouraging social interaction among our employees and different business units. Moreover, because our office buildings are dispersed throughout the area, we may be unable to adequately oversee employees and business functions.
If we cannot compensate for these and other issues caused by this geographically dispersed office structure, we may lose employees, which could seriously harm our business.

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We may face lawsuits or incur liability based on information retrieved from or transmitted
over the internet and then posted to Snapchat.

We have faced, currently face, and will continue to face claims
relating to information that is published or made available on Snapchat. In particular, the nature of our business exposes us to claims related to defamation, intellectual property rights, rights of publicity and privacy, and personal injury torts.
For example, we do not monitor or edit content that we license from our partners on Snapchat. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be unclear and
where we may be less protected under local laws than we are in the United States. We could incur significant costs investigating and defending such claims and, if we are found liable, significant damages. If any of these events occur, our business
could be seriously harmed.

We plan to continue expanding our operations abroad where we have limited operating experience and may
be subject to increased business and economic risks that could seriously harm our business.

We plan to continue
expanding our business operations abroad and translating our products into other languages. Snapchat is currently available in more than 20 languages, and we have offices in more than five countries. We plan to enter new international markets where
we have limited or no experience in marketing, selling, and deploying our products. If we fail to deploy or manage our operations in international markets successfully, our business may suffer. In the future, as our international operations
increase, or more of our expenses are denominated in currencies other than the U.S. dollar, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. In addition, we are
subject to a variety of risks inherent in doing business internationally, including:

political, social, and economic instability;

risks related to the legal and regulatory environment in foreign jurisdictions, including with respect to
privacy, and unexpected changes in laws, regulatory requirements, and enforcement;

potential damage to our brand and reputation due to compliance with local laws, including potential censorship
and requirements to provide user information to local authorities;

fluctuations in currency exchange rates;

higher levels of credit risk and payment fraud;

complying with multiple tax jurisdictions;

enhanced difficulties of integrating any foreign acquisitions;

complying with a variety of foreign laws, including certain employment laws requiring national collective
bargaining agreements that set minimum salaries, benefits, working conditions, and termination requirements;

reduced protection for intellectual-property rights in some countries;

difficulties in staffing and managing global operations and the increased travel, infrastructure, and
compliance costs associated with multiple international locations;

regulations that might add difficulties in repatriating cash earned outside the United States and otherwise
preventing us from freely moving cash;

import and export restrictions and changes in trade regulation;

complying with statutory equity requirements;

complying with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws in other
jurisdictions; and

export controls and economic sanctions administered by the Department of Commerce Bureau of Industry and
Security and the Treasury Department’s Office of Foreign Assets Control.

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If we are unable to expand internationally and manage the complexity of our
global operations successfully, our business could be seriously harmed.

New legislation that would change U.S. or foreign taxation
of international business activities or other tax-reform policies could seriously harm our business.

Reforming the
taxation of international businesses has been a priority for U.S. politicians, and key members of the legislative and executive branches have proposed a wide variety of potential changes. Certain changes to U.S. tax laws, including limitations on
the ability to defer U.S. taxation on earnings outside of the United States until those earnings are repatriated to the United States, could affect the tax treatment of our foreign earnings, as well as cash and cash-equivalent balances we maintain
outside the United States. Due to the large and expanding scale of our international business activities, any changes in the U.S. or foreign taxation of such activities may increase our worldwide effective tax rate and the amount of taxes we pay and
seriously harm our business.

Exposure to United Kingdom political developments, including the outcome of the referendum on
membership in the European Union, could be costly and difficult to comply with and could seriously harm our business.

In June 2016, a referendum was passed in the United Kingdom to leave the European Union, commonly referred to as
“Brexit.” This decision creates an uncertain political and economic environment in the United Kingdom and other European Union countries, even though the formal process for leaving the European Union may take years to complete. We
have licensed a portion of our intellectual property to our United Kingdom subsidiary and intend to base a significant portion of our non-U.S. operations in the United Kingdom. The long-term nature of the United Kingdom’s relationship with
the European Union is unclear and there is considerable uncertainty when any relationship will be agreed and implemented. The political and economic instability created by Brexit has caused and may continue to cause significant volatility in global
financial markets and uncertainty regarding the regulation of data protection in the United Kingdom. Brexit could also have the effect of disrupting the free movement of goods, services, and people between the United Kingdom, the European
Union, and elsewhere. The full effect of Brexit is uncertain and depends on any agreements the United Kingdom may make to retain access to European Union markets. Consequently, no assurance can be given about the impact of the outcome and our
business, including operational and tax policies, may be seriously harmed or require reassessment if our European operations or presence become a significant part of our business.

We plan to continue to make acquisitions, which could require significant management attention, disrupt our business, dilute our
stockholders, and seriously harm our business.

As part of our business strategy, we have made and intend to
make acquisitions to add specialized employees and complementary companies, products, and technologies. Our ability to acquire and successfully integrate larger or more complex companies, products, and technologies is unproven. In the future,
we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. Our previous and future acquisitions may not achieve our goals, and any future acquisitions we
complete could be viewed negatively by users, advertisers, partners, or investors. In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these
acquisitions into our company, our business could be seriously harmed. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or use the
acquired products, technology, and personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We
may have to pay cash, incur debt, or issue equity securities to pay for any acquisition, any of which could seriously harm our business. Selling equity to finance any such acquisitions would also dilute our stockholders. Incurring debt would
increase our fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

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In addition, on average, it has historically taken us approximately one year
after the closing of an acquisition to finalize the purchase price allocation. Therefore, it is possible that our valuation of an acquisition may change and result in unanticipated write-offs or charges, impairment of our goodwill, or a material
change to the fair value of the assets and liabilities associated with a particular acquisition, any of which could seriously harm our business.

Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close
transactions. Issuing shares of Class A common stock to fund an acquisition would cause economic dilution to existing stockholders but not voting dilution. If we develop a reputation for being a difficult acquirer or having an unfavorable work
environment, or target companies view our non-voting Class A common stock unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.

If we default on our credit obligations, our operations may be interrupted and our business could be seriously harmed.

We have a credit facility that we may draw on to finance our operations, acquisitions, and other corporate purposes, such as
funding our tax-withholding and remittance obligations in connection with settling RSUs. If we default on these credit obligations, our lenders may:

require repayment of any outstanding amounts drawn on our credit facility;

terminate our credit facility; and

require us to pay significant damages.

If any of these events occur, our operations may be interrupted and our ability to fund our operations or obligations, as well
as our business, could be seriously harmed. In addition, our credit facility contains operating covenants, including customary limitations on the incurrence of certain indebtedness and liens, restrictions on certain intercompany transactions, and
limitations on the amount of dividends and stock repurchases. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the credit facility and any future
financial agreements into which we may enter. If not waived, defaults could cause our outstanding indebtedness under our credit facility and any future financing agreements that we may enter into to become immediately due and payable. For more
information on our credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We may have exposure to greater-than-anticipated tax liabilities, which could seriously harm our business.

Our income tax obligations are based on our corporate operating structure and third-party and intercompany arrangements,
including the manner in which we develop, value, and use our intellectual property and the valuations of our intercompany transactions. The tax laws applicable to our international business activities, including the laws of the United States and
other jurisdictions, are subject to change and uncertain interpretation. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology, intercompany arrangements, or transfer
pricing, which could increase our worldwide effective tax rate and the amount of taxes we pay and seriously harm our business. Taxing authorities may also determine that the manner in which we operate our business is not consistent with how we
report our income, which could increase our effective tax rate and the amount of taxes we pay and seriously harm our business. In addition, our future income taxes could fluctuate because of earnings being lower than anticipated in jurisdictions
that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting
principles. We are subject to regular review and audit by U.S. federal and state and foreign tax authorities. Any adverse outcome from a review or audit could seriously harm our business. In addition,

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determining our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is
uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements for such period or periods and may seriously harm our business.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited, each of which could seriously
harm our business.

As of December 31, 2016, we had U.S. federal net operating loss carryforwards of
approximately $73.7 million and state net operating loss carryforwards of approximately $146.3 million. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership
change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an
“ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. In the event that
it is determined that we have in the past experienced an ownership change, or if we experience one or more ownership changes as a result of this offering or future transactions in our stock, then we may be limited in our ability to use our net
operating loss carryforwards and other tax assets to reduce taxes owed on the net taxable income that we earn. Any limitations on the ability to use our net operating loss carryforwards and other tax assets could seriously harm our business.

If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings, which could
seriously harm our business.

Under U.S. generally accepted accounting principles, or GAAP, we review our
intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. As of December 31, 2016, we had recorded a total of
$395.1 million of goodwill and intangible assets, net related to our acquisitions. An adverse change in market conditions, particularly if such change has the effect of changing one of our critical assumptions or estimates, could result in a
change to the estimation of fair value that could result in an impairment charge to our goodwill or intangible assets. Any such material charges may seriously harm our business.

We cannot be certain that additional financing will be available on reasonable terms when needed, or at all, which could seriously harm
our business.

We have incurred net losses and negative cash flow from operations for all prior periods, and we may
not achieve or maintain profitability. As a result, we may need additional financing. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets,
and other factors. To the extent we use available funds or draw on our credit facility, we may need to raise additional funds and we cannot assure investors that additional financing will be available to us on favorable terms when required, or at
all. If we raise additional funds through the issuance of equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges senior to the rights of our Class A common stock, and our existing stockholders
may experience dilution. In the event that we are unable to obtain additional financing on favorable terms, our interest expense and principal repayment requirements could increase significantly, which could seriously harm our business.

Payment transactions using Snapcash or future products may subject us to additional regulatory requirements and other risks that could
be costly and difficult to comply with and could seriously harm our business.

Our users can use Snapchat to send
cash to other users using our Snapcash feature. Depending on how our Snapcash product evolves or whether we develop additional commerce products in the future, we may be subject to a variety of laws and regulations in the United States, Europe, and
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money transmission, gift cards, and other prepaid access instruments, electronic funds transfers, anti-money laundering, counter-terrorist financing, gambling, banking and lending, and import and
export restrictions. Although we currently use the service of a third party to provide the Snapcash feature, these laws may apply to us in some jurisdictions. To increase flexibility in how our use of Snapcash may evolve and to mitigate regulatory
uncertainty, we may be required to apply for certain money-transmitter licenses in the United States, which may generally require us to demonstrate compliance with many domestic laws in these areas. Our efforts to comply with these laws and
regulations could be costly and divert management’s time and effort and may still not guarantee compliance. If we are found to violate any of these legal or regulatory requirements, we may be subject to monetary fines or other penalties, such
as a cease-and-desist order, or we may be required to make product changes, any of which could seriously harm our business. Moreover, the Snapcash product is not enabled on Snapchat by default, and our users must manually enable the feature within
the application, which may prevent the Snapcash product from gaining traction with our users or becoming a material part of our business. We have not recognized revenue related to Snapcash to date.

In addition, we may be subject to a variety of additional risks as a result of Snapcash, including:

increased costs and diversion of management time and effort and other resources to deal with bad transactions
or customer disputes;

potential fraudulent or otherwise illegal activity by users or third parties;

restrictions on the investment of consumer funds used to make Snapcash transactions; and

additional disclosure and reporting requirements.

If any of these risks occurs, our business may be seriously harmed.

Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock

Holders of Class A common stock have no voting rights. As a result, holders of Class A common stock will not have any ability
to influence stockholder decisions.

Class A common stockholders, including those purchasing Class A
common stock in this offering, have no voting rights, unless required by Delaware law. As a result, all matters submitted to stockholders will be decided by the vote of holders of Class B common stock and Class C common stock. Mr. Spiegel and
Mr. Murphy will have control of     % of our voting power after this offering, and potentially either one of them alone, have the ability to control the outcome of all matters submitted to our stockholders for approval. In
addition, because our Class A common stock carries no voting rights (except as required by Delaware law), the issuance of the Class A common stock, in this offering or future offerings, in future stock-based acquisition transactions, and
to fund employee equity incentive programs, could prolong the duration of Mr. Spiegel’s and Mr. Murphy’s current relative ownership of our voting power and their ability to elect certain directors and to determine the outcome of
all matters submitted to a vote of our stockholders. This concentrated control eliminates other stockholders’ ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial. As a
result, the market price of our Class A common stock could be adversely affected.

We are not aware of any other company that
has completed an initial public offering of non-voting stock on a U.S. stock exchange. We therefore cannot predict the impact our capital structure and the concentrated control by our founders may have on our stock price or our business.

Although other U.S.-based companies have publicly traded classes of non-voting stock, to our knowledge, no other
company has completed an initial public offering of non-voting stock on a U.S. stock exchange. We cannot predict whether this structure, combined with the concentrated control by Mr. Spiegel and Mr. Murphy, will result in a lower trading
price or greater fluctuations in the trading price of our Class A common stock as compared to the market price were we to sell voting stock in this offering, or will result in adverse publicity or other adverse consequences.

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Because our Class A common stock is non-voting, we and our stockholders are exempt from
certain provisions of U.S. securities laws. This may limit the information available to holders of our Class A common stock.

Because our Class A common stock is non-voting, significant holders of our common stock are exempt from the obligation to file
reports under Sections 13(d), 13(g), and 16 of the Exchange Act. These provisions generally require periodic reporting of beneficial ownership by significant stockholders. Our directors and officers are required to file reports under Section 16
of the Exchange Act. Our significant stockholders, other than directors and officers, are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and
sales of our securities. Since our Class A common stock will be our only class of stock registered under Section 12 of the Exchange Act and that class is non-voting, we will not be subject to the proxy rules under Section 14 of the
Exchange Act, unless a vote of the Class A common stock is required by applicable law. Moreover, holders of our Class A common stock will be unable to bring matters before our annual meeting of stockholders or nominate directors at such
meeting, nor can they submit stockholder proposals under Rule 14a-8 of the Exchange Act. For more information regarding our reporting obligations, see “Where You Can Find Additional
Information.”

The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless
of our operating performance and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the initial public offering price and may lose all or part of your investment.

The initial public offering price for our Class A common stock was determined through negotiations between the
underwriters and us, and may vary from the market price of our Class A common stock following our initial public offering. If you purchase shares of our Class A common stock in our initial public offering, you may not be able to resell
those shares at or above the initial public offering price. We cannot assure you that the market price following our initial public offering will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time
to time before our initial public offering. The market price of our Class A common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

actual or anticipated fluctuations in our user growth, retention, engagement, revenue, or other operating
results;

variations between our actual operating results and the expectations of securities analysts, investors, and
the financial community;

our plans to not provide quarterly or annual financial guidance or projections;

any forward-looking financial or operating information we may provide to the public or securities analysts,
any changes in this information, or our failure to meet expectations based on this information;

actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any
securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

whether investors or analysts view our stock structure unfavorably, particularly our non-voting Class A
common stock and the significant voting control of our co-founders;

additional shares of our common stock being sold into the market by us or our existing stockholders, or the
anticipation of such sales, including if we issue shares to satisfy RSU-related tax obligations or if existing stockholders sell shares into the market when applicable “lock-up” periods end;

announcements by us or our competitors of significant products or features, technical innovations,
acquisitions, strategic partnerships, joint ventures, or capital commitments;

announcements by us or estimates by third parties of actual or anticipated changes in the size of our user
base or the level of user engagement;

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changes in operating performance and stock market valuations of technology companies in our industry,
including our partners and competitors;

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a
whole;

lawsuits threatened or filed against us;

developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings
by judicial or regulatory bodies; and

other events or factors, including those resulting from war or incidents of terrorism, or responses to these
events.

In addition, extreme price and volume fluctuations in the stock markets have affected and
continue to affect many technology companies’ stock prices. Often, their stock prices have fluctuated in ways unrelated or disproportionate to the companies’ operating performance. In the past, stockholders have filed securities class
action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and seriously harm our
business.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws that
will be in effect at the closing of our initial public offering could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the
trading price of our Class A common stock by acting to discourage, delay, or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include the
following:

our amended and restated certificate of incorporation provides for a tri-class capital stock structure. As a
result of this structure, after the offering, Mr. Spiegel and Mr. Murphy will control all stockholder decisions. As a result of Mr. Spiegel’s RSU award, Mr. Spiegel alone may exercise voting control over our outstanding
capital stock. If they vote together, they will have control over all stockholder matters. This includes the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets. This concentrated
control could discourage others from initiating any potential merger, takeover, or other change-of-control transaction that other stockholders may view as beneficial. As noted above, the issuance of the Class A common stock dividend, and any
future issuances of Class A common stock dividends, could have the effect of prolonging the influence of Mr. Spiegel and Mr. Murphy on the company;

our board of directors has the right to elect directors to fill a vacancy created by the expansion of the
board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

our amended and restated certificate of incorporation prohibits cumulative voting in the election of
directors. This limits the ability of minority stockholders to elect director candidates; and

our board of directors may issue, without stockholder approval, shares of undesignated preferred stock. The
ability to issue undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws, or Delaware law that has
the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some

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investors are willing to pay for our Class A common stock. For information regarding these and other provisions, see “Description of Capital Stock—Anti-Takeover Provisions.”

An active trading market for our Class A common stock may never develop or be sustained.

We have applied to list our Class A common stock on the NYSE under the symbol “SNAP.” However, we cannot assure
you that an active trading market for our Class A common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for
our Class A common stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders, including employees and service providers who obtain equity, sell, or indicate an intention to
sell, substantial amounts of our Class A common stock in the public market after the lock-up and legal restrictions on resale discussed in this prospectus lapse, the trading price of our Class A common stock could decline. Based on shares
outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of              shares of Class A common
stock,              shares of Class B common stock, and              shares of Class C common stock, assuming no
exercise of outstanding options, and after giving effect to the conversion of all outstanding shares of our preferred stock into shares of Class B common stock on the closing of this offering and the sale of Class A common stock by the selling
stockholders in this offering. Of these shares, only the shares of Class A common stock sold in this offering will be freely tradable, without restriction, in the public market immediately after the offering. Each of our directors, executive
officers, and other holders of substantially all our outstanding shares have entered into lock-up agreements with the underwriters that restrict their ability to sell or transfer their shares. The lock-up agreements pertaining to this offering will
expire 150 days after the date of this prospectus; provided, that such restricted period will end ten business days prior to the scheduled closure of our trading window for the first full fiscal quarter completed after the date of this
prospectus if (i) such restricted period ends during or within ten business days prior to the scheduled closure of such trading window and (ii) such restricted period will end at least 120 days after the date of this prospectus. We
anticipate that the scheduled trading window closure for the first full quarter after the date of this prospectus will begin on June 10, 2017 and open after the first full trading day following our announcement of earnings for that quarter. However,
either Morgan Stanley & Co. LLC or Goldman, Sachs & Co. may, in its sole discretion, waive the contractual lock-up before the lock-up agreements expire. In addition, we or the underwriters may, from time to time, enter into a
separate lock-up agreement with some of the investors in this offering. This separate lock-up agreement may provide for a restricted period that is longer than the period described above. After the lock-up agreements expire, all
shares outstanding as of December 31, 2016 will be eligible for sale in the public market, of which              shares are held
by directors, executive officers, and other affiliates and will be subject to volume limitations under Rule 144 of the Securities Act of 1933, as amended, or the Securities Act, and various vesting agreements. In addition,
shares of Class A common stock and              shares of Class B common stock are subject to
outstanding stock options and RSUs as of December 31, 2016 and outstanding RSUs and stock options to purchase an aggregate of              shares of Class A common stock and
shares of Class B common stock were granted subsequent to December 31, 2016. These shares will become eligible for sale in the public market to the extent permitted
by the provisions of various vesting agreements, the lock-up agreements, and Rules 144 and 701 of the Securities Act. We intend to file a registration statement on Form S-8 under the Securities Act covering all the shares of Class A common
stock subject to stock options outstanding and reserved for issuance under our stock plans. This registration statement will become effective immediately on filing, and shares covered by this registration statement will be eligible for sale in the
public markets, subject to Rule 144 limitations applicable to affiliates and any lock-up agreements described above. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our
Class A common stock could decline.

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You should rely only on statements made in this prospectus in determining whether to
purchase our shares, not on information in public media that is published by third parties.

You should carefully
read and evaluate all the information in this prospectus. In the past, we have received, and may continue to receive, a high degree of media coverage. This includes coverage that is not attributable to statements made by our officers or employees or
incorrectly reports on statements made by our officers or employees. In addition, coverage may be misleading if it omits information provided by us, our officers, or employees or public data. You should rely only on the information contained in this
prospectus in determining whether to purchase our shares of Class A common stock.

We have broad discretion in how we may use
the net proceeds from our initial public offering, and we may not use them effectively.

We cannot specify with any
certainty the particular uses of the net proceeds that we will receive from our initial public offering. Our management will have broad discretion in applying the net proceeds we receive from this offering. We may use the net proceeds for general
corporate purposes, including working capital, operating expenses, and capital expenditures. We may use a portion of the net proceeds to acquire complementary businesses, products, services, or technologies. We may also use some of the net proceeds
to satisfy tax withholding obligations related to the vesting of RSUs, which will begin to vest after the completion of this offering. We may also spend or invest these proceeds in a way with which our stockholders disagree. If our management fails
to use these funds effectively, our business could be seriously harmed. Pending their use, the net proceeds from our initial public offering may be invested in a way that does not produce income or that loses value.

If securities or industry analysts either do not publish research about us, or publish inaccurate or unfavorable research about us, our
business, or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will be influenced in part by the research and reports that securities or
industry analysts may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade our Class A common stock, provide a more favorable recommendation
about our competitors, or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on
us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume to decline.

We
are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose
to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

not being required to have our independent registered public accounting firm audit our internal control over
financial reporting under Section 404 of the Sarbanes-Oxley Act;

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.

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We could be an emerging growth company for up to five years following the
completion of this offering. Our status as an emerging growth company will end as soon as any of the following takes place:

the last day of the fiscal year in which we have more than $1.0 billion in annual revenue;

the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities
held by non-affiliates;

the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt
securities; or

the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We cannot predict if investors will find our Class A common stock less attractive if we choose to
rely on any of the exemptions afforded emerging growth companies. If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common
stock and the market price of our Class A common stock may be more volatile.

Under the JOBS Act, emerging growth
companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this accommodation allowing for delayed adoption of new or
revised accounting standards, and therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We do not intend to pay cash dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to
finance the operation and expansion of our business, and we do not expect to declare or pay any cash dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A common stock if the market
price of our Class A common stock increases. In addition, our credit facility includes restrictions on our ability to pay cash dividends.

We have previously identified material weaknesses in our internal control over financial reporting, and if we are unable to implement
and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our Class A common stock may be seriously harmed.

As a public company, we will be required to maintain internal control over financial reporting and to report any
material weaknesses in those internal controls, subject to any exemptions that we avail ourselves to under the JOBS Act. For example, we will be required to perform system and process evaluation and testing of our internal control over financial
reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. We are in the process of designing, implementing, and testing internal control
over financial reporting required to comply with this obligation. That process is time-consuming, costly, and complicated.

We and our prior independent registered public accounting firm, PricewaterhouseCoopers LLP, identified material
weaknesses in our internal control over financial reporting, for the year ended December 31, 2014, related to the lack of sufficient qualified accounting personnel, which led to incorrect application of generally accepted accounting principles,
insufficiently designed segregation of duties, and insufficiently designed controls over business processes, including the financial statement close and reporting processes with respect to the development of accounting policies, procedures, and
estimates. After these material weaknesses were identified, management implemented a remediation plan that included hiring key accounting personnel, creating a formal month-end close process, and establishing more robust processes supporting
internal controls over financial reporting, including accounting policies, procedures, and estimates. As of December 31, 2015, we have implemented controls sufficient to remediate the material weaknesses. Our remediation efforts are complete and we
did not incur any material costs.

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If we identify future material weaknesses in our internal control over
financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered
public accounting firm is unable to express an opinion or expresses a qualified or adverse opinion about the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our
financial reports and the market price of our Class A common stock could be negatively affected. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange
Commission, or the SEC, and other regulatory authorities, which could require additional financial and management resources.

The
requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or
the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of the NYSE, and other applicable securities rules and regulations. Complying with these rules
and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file
annual, quarterly, and current reports with respect to our business and operating results.

By disclosing information in
this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those
claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm
our business.

If you purchase shares of our Class A common stock in our initial public offering, you will experience
substantial and immediate dilution.

The assumed initial public offering price of
$             per share, which is the midpoint of the estimated offering price range on the cover page of this prospectus, is substantially higher than the net tangible book value per
share of our outstanding common stock immediately after this offering. If you purchase shares of our Class A common stock in our initial public offering, you will experience substantial and immediate dilution in the pro forma net tangible book
value per share of $             per share as of December 31, 2016, based on the initial public offering price of
$             per share. That is because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the Class A common stock that you
acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of our capital stock. You will experience additional dilution when
those holding options exercise their right to purchase common stock under our equity incentive plans, when RSUs vest and settle, when we issue restricted stock to our employees under our equity incentive plans, or when we otherwise issue additional
shares of our common stock. For more information, see “Dilution.”

Our amended and restated certificate of incorporation
provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our
stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the
exclusive forum for:

any derivative action or proceeding brought on our behalf;

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any action asserting a breach of fiduciary duty;

any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and
restated certificate of incorporation, or our amended and restated bylaws; and

any action asserting a claim against us that is governed by the internal-affairs doctrine.

Our amended and restated certificate of incorporation further provides that the federal district courts
of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and
restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and
uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management
for future operations, 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,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or
“would” or the negative of these words or other similar terms or expressions.

We have based these
forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These
forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions, including risks described in “Risk Factors” and elsewhere in this prospectus, regarding, among other things:

our financial performance, including our revenues, cost of revenues, operating expenses, and our ability to
attain and sustain profitability;

our ability to attract and retain users;

our ability to attract and retain advertisers;

our ability to compete effectively with existing competitors and new market entrants;

our ability to successfully expand in our existing markets and penetrate new markets;

our ability to effectively manage our growth, and future expenses;

our ability to maintain, protect, and enhance our intellectual property;

our ability to comply with modified or new laws and regulations applying to our business;

our ability to attract and retain qualified employees and key personnel; and

future acquisitions of or investments in complementary companies, products, services, or technologies.

You should not rely on forward-looking statements as predictions of future events. We have based the
forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The
outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly
changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results,
events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant
subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our
statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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The forward-looking statements made in this prospectus relate only to events as
of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the
occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

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MARKET, INDUSTRY, AND OTHER DATA

This prospectus contains estimates and information concerning our industry, including market size and growth rates of the
markets in which we participate, that are based on industry publications and reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified
the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk
Factors,” that could cause results to differ materially from those expressed in these publications and reports.

Certain information in the text of this prospectus is contained in industry publications or data compiled by a third party.
The sources of these industry publications and data are provided below:

Advertiser Perceptions, Inc., Digital Campaign Management System Report, Wave Three (September 1,
2016).

eMarketer Inc., Average Time Spent per Day with Major Media by US Adults (October 1, 2016).

eMarketer Inc., Smartphone Users in Western Europe, by Country, 2015-2020 (September 1, 2016).

International Data Corporation, Inc., Worldwide New Media Market Model (January 2, 2017).

The Nielsen Company (US), LLC, National TV Ratings Data—Time Spent on Traditional TV (Q2 2010 vs.
Q2 2016).

For some statistical information in this prospectus, we rely on industry data compiled by The
Nielsen Company, with whom we also have an arms-length commercial relationship.

User Metrics and Other Data

We define a Daily Active User as a registered Snapchat user who opens the Snapchat application at least once during a defined
24-hour period. We measure average Daily Active Users for a particular quarter by calculating the average Daily Active Users for that quarter. We also break out Daily Active Users by geography because certain markets have a greater revenue
opportunity and lower bandwidth costs. We define ARPU as quarterly revenue divided by the average Daily Active Users. For purposes of calculating ARPU, revenue by user geography 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 differs from our revenue by geography disclosure in the notes to our consolidated financial statements, where
revenue is based on the billing address of the advertising customer. For information concerning these metrics as measured by us, including a discussion of an alternative method of calculating Daily Active Users, see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Overview.”

Unless otherwise stated,
statistical information regarding our users and their activities is determined by calculating the daily average of the selected activity for the most recently completed quarter included in this prospectus. For example, we state that on average over
2.5 billion Snaps were created every day in the quarter ended December 31, 2016. This metric is the average of the total number of Snaps created daily throughout the quarter ended December 31, 2016, which is the most recently completed quarter
included in this prospectus. This same methodology is used to calculate other metrics related to Daily Active Users, including percentage of Daily Active Users that use the Chat Service every day, number of times a day Daily Active Users visit
Snapchat, and amount of time spent on Snapchat every day.

While these metrics are determined based on what we believe to
be reasonable estimates of our user base for the applicable period of measurement, there are inherent challenges in measuring how our products are used across large populations globally. For example, there may be individuals who have multiple
Snapchat accounts,

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even though we forbid that in our Terms of Service and implement measures to detect and suppress that behavior. We have not determined the number of such multiple accounts. Our user metrics are
also affected by technology on certain mobile devices that automatically runs in the background of our Snapchat application when another phone function is used, and this activity can cause our system to miscount the
user metrics associated with such account. Changes in our products, mobile operating systems, or metric tracking system, or the introduction of new products, may impact our ability to accurately determine Daily Active Users or other
metrics and we may not determine such inaccuracies promptly.

Some of our demographic data may be incomplete or
inaccurate. For example, because users self-report their dates of birth, our age-demographic data may differ from our users’ actual ages. And because users who signed up for Snapchat before June 2013 were not asked to supply their date of
birth, we exclude those users and estimate their ages based on a sample of the self-reported ages we do have. If our Daily Active Users provide us with incorrect or incomplete information regarding their age or other attributes, then our
estimates may prove inaccurate and fail to meet investor expectations.

In the past we have relied on third-party analytics
providers to calculate our metrics, but today we rely primarily on our analytics platform that we developed and operate. For example, before June 2015, we used a third party that counted a Daily Active User when the application was opened or a
notification was received via the application on any device. We now use an analytics platform that we developed and operate and we count a Daily Active User only when a user opens the application and only once per user per day. We believe this
methodology more accurately measures our user engagement. Additionally, to align our pre-June 2015 Daily Active Users with this new methodology, we reduced our pre-June 2015 Daily Active Users by 4.8%, the amount by which we estimated the data
generated by the third party was overstated. As a result, our metrics may not be comparable to prior periods.

If we fail
to maintain an effective analytics platform, our metrics calculations may be inaccurate. We regularly review, have adjusted in the past, and are likely in the future to adjust our processes for calculating our internal metrics to improve their
accuracy. As a result of such adjustments, our Daily Active Users or other metrics may not be comparable to those in prior periods. Our measures of Daily Active Users may differ from estimates published by third parties or from similarly titled
metrics of our competitors due to differences in methodology or data used.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of
$             billion based on an assumed initial public offering price of $             per share of Class A common stock,
the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from
the sale of Class A common stock in this offering by the selling stockholders.

A $1.00 increase (decrease) in the
assumed initial public offering price of $             per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus,
would increase (decrease) the net proceeds to us from this offering by approximately $             million, assuming the number of shares offered by us, as set forth on the cover page of
this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of Class A common stock offered by us
would increase (decrease) the net proceeds to us from this offering by approximately $             million, assuming an initial public offering price of
$             per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting
estimated underwriting discounts and commissions payable by us.

The principal purposes of this offering are to increase
our capitalization and financial flexibility and create a public market for our Class A common stock. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses,
and capital expenditures. We may use a portion of the net proceeds to acquire complementary businesses, products, services, or technologies. However, we do not have agreements or commitments for any material acquisitions at this time.

We intend to use some of the net proceeds to satisfy tax withholding obligations related to the vesting and settlement of
RSUs, which will begin to vest after the completion of this offering. We do not currently know the amount of net proceeds that would be used to satisfy these tax withholding obligations because it depends on many factors, including our share price
on the date of settlement and the number of shares underlying RSUs that are settled on such date. Based on the assumed initial public offering price of $             per share of
Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus,              shares underlying RSUs vesting on such date, and the
applicable income tax rate for certain of our employees from whom we will withhold taxes, we would use approximately $             million to satisfy these tax withholding obligations. A
$1.00 increase (decrease) in the assumed initial public offering price of $             per share of Class A common stock, the midpoint of the estimated price range set forth on the
cover page of this prospectus, assuming no change to the applicable tax rates, would increase (decrease) the amount we would be required to pay to satisfy these tax withholding obligations by approximately
$             million.

We will have broad discretion over how
to use the net proceeds from this offering. We intend to invest the net proceeds to us from the offering that are not used as described above in short-term, investment-grade, interest-bearing instruments.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We intend to retain all available funds and future
earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. The terms of our outstanding credit facility also restrict our ability to pay dividends, and we
may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our capital stock.

We have paid a stock dividend of our Class A common stock on our capital stock in the past and from time to time in the
future may pay special or regular stock dividends in the form of Class A common stock, which per

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the terms of our amended and restated certificate of incorporation must be paid equally to all stockholders. Any future determination regarding the declaration and payment of dividends, if any,
will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of
directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents, and marketable securities, and capitalization as of
December 31, 2016:

on an actual basis;

on a pro forma basis, giving effect to (i) the automatic conversion of all of our outstanding shares of
convertible preferred stock other than Series FP preferred stock into shares of Class B common stock and the conversion of Series FP preferred stock into shares of Class C common stock in connection with our initial public offering,
(ii) stock-based compensation expense of approximately $1.1 billion associated with outstanding RSUs subject to a performance condition for which the service-based vesting condition was satisfied as of December 31, 2016 and which we
will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus,
(iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid-in capital of $187.2 million in connection with the withholding tax obligations, based on $16.33 per share, which is the
fair value of our common stock as of December 31, 2016, as we intend to issue shares of Class A common stock and Class B common stock on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of
7.6 million shares of Class A common stock and 5.5 million shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO award, as described below, and (vi) the filing and
effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering. The pro forma adjustment related to stock-based compensation expense of approximately $1.1 billion has been
reflected as an increase to additional paid-in capital and accumulated deficit.

On the closing of this
offering, our CEO will receive an RSU award, or the CEO award, for shares of Series FP preferred stock, which will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offering. The CEO award
will represent 3.0% of all outstanding shares on the closing of this offering, which includes shares sold by us in this offering and the employee RSUs that will vest on the effective date of this offering, as described above. The CEO award will vest
immediately on the closing of this offering and such shares will be delivered to our CEO in equal quarterly installments over three years beginning in the third full calendar quarter following this offering; and

on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above and
(ii) our receipt of estimated net proceeds from the sale of shares of Class A common stock that we are offering at an assumed initial public offering price of $         per share, the midpoint
of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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You should read this table together with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

As of December 31, 2016
Actual Pro Forma Pro Forma,
As
Adjusted
(in thousands except per share amount)

Cash, cash equivalents, and marketable securities

$ 987,368 $ 987,368 $

Stockholders’ equity

Convertible voting preferred stock, Series A, A-1, and B, $0.00001 par value. 146,962 shares
authorized, issued and outstanding, actual, and no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

$ 1 $ $

Convertible non-voting preferred stock, Series C, $0.00001 par value. 16,000 shares authorized,
issued and outstanding, actual, and no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

Convertible non-voting preferred stock, Series D, E, and F, $0.00001 par value. 83,851 shares
authorized, issued and outstanding, actual, and no shares authorized, issued and outstanding, pro forma and pro forma as adjusted.

2

Series FP convertible voting preferred stock, $0.00001 par value. 260,888 shares authorized,
215,888 shares issued and outstanding, actual, and no shares authorized, issued and outstanding, pro forma and pro forma as adjusted.

2

Preferred stock, $0.00001 par value. No shares authorized, issued, and outstanding, actual, and
500,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

Class A non-voting common stock, $0.00001 par value. 1,500,000 shares authorized,
504,902 shares issued and outstanding, actual, 3,000,000 shares authorized, 512,527 shares issued and outstanding, pro forma; 3,000,000 shares authorized,          shares issued and
outstanding, pro forma as adjusted

5 5

Class B voting common stock, $0.00001 par value. 1,500,000 shares authorized,
31,469 shares issued and outstanding, actual, 700,000 shares authorized, 283,817 shares issued and outstanding, pro forma; 700,000 shares authorized,          shares issued and outstanding,
pro forma as adjusted

3

Class C voting common stock, $0.00001 par value. 260,888 shares authorized, no shares issued and
outstanding, actual, 260,888 shares authorized, 215,888 shares issued and outstanding, pro forma; 260,888 shares authorized,          shares issued and outstanding, pro forma as
adjusted

2

Additional paid-in capital

2,728,823 3,639,620

Accumulated other comprehensive income (loss)

(2,057 ) (2,057 )

Accumulated deficit

(1,207,862 ) (2,305,851 )

Total stockholders’ equity

$ 1,518,914 $ 1,331,722 $

Total capitalization

$ 1,518,914 $ 1,331,722 $

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A $1.00 increase (decrease) in the assumed initial public offering price of
$         per share of Class A common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) each of our pro forma as adjusted cash,
cash equivalents, and marketable securities, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $         million, assuming the number of shares offered
by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of
Class A common stock offered by us would increase (decrease) each of our pro forma as adjusted cash, cash equivalents, and marketable securities, additional paid-in capital, total stockholders’ equity, and total capitalization by
approximately $         million, assuming the assumed initial public offering price of $         per share of Class A common stock, the midpoint of the
estimated price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us.

The number of shares of Class A common stock, Class B common stock, and Class C common stock that will be outstanding
after this offering (which include shares of Class A common stock and Class B common stock to be net issued on the vesting of certain outstanding RSUs subject to a performance condition in connection with this offering) is based on
512,527,443 shares of Class A common stock, 283,817,489 shares of Class B common stock, and 215,887,848 shares of Class C common stock outstanding as of December 31, 2016, and excludes:

21,185,669 shares of Class B common stock issuable on the exercise of stock options outstanding as of
December 31, 2016, under our 2012 Plan with a weighted-average exercise price of $2.33 per share and 21,185,669 shares of Class A common stock issuable on the exercise of such options under the Class A Dividend;

18,068,299 shares of Class B common stock issuable on the vesting and settlement of RSUs outstanding as
of December 31, 2016, under our 2012 Plan and 18,068,299 shares of Class A common stock issuable on the vesting and settlement of such RSUs under the Class A Dividend;

1,266,433 shares of Class A common stock issuable on the exercise of stock options outstanding as of
December 31, 2016, under our 2014 Plan with a weighted-average exercise price of $1.00 per share and 1,266,433 shares of Class A common stock issuable on the exercise of such options under the Class A Dividend;

70,099,641 shares of Class A common stock issuable on the vesting and settlement of RSUs outstanding
as of December 31, 2016 under our 2014 Plan and 49,834,987 shares of Class A common stock issuable on the vesting and settlement of such RSUs under the Class A Dividend;

         shares of Series FP preferred stock subject to an RSU award
to be granted to our CEO on the closing of this offering, or the CEO award, such RSUs will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offering;

355,522,498 shares of Class A common stock reserved for future issuance under our 2017 Plan, which will
become effective once the registration statement of which this prospectus forms a part is declared effective, including:

an aggregate of 42,653,205 shares of Class A common stock and Class B common stock reserved for
issuance under our 2012 Plan and 2014 Plan, as of December 31, 2016, which shares will be added to the shares reserved under the 2017 Plan, plus

up to 225,599,185 additional shares that may be added to the 2017 Plan on the expiration, termination,
forfeiture, or other reacquisition of any shares of Class A common stock and Class B common stock issuable on the exercise of stock options outstanding or vesting and settlement of RSUs under the 2012 Plan or 2014 Plan, plus

any automatic increases in the number of shares of Class A common stock reserved for future issuance
under the 2017 Plan;

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16,484,690 shares of Class A common stock reserved for issuance under our ESPP, which will become
effective once the registration statement, of which this prospectus forms a part, is declared effective, and any automatic increases in the number of shares of Class A common stock reserved for future issuance under our ESPP;

2,500,000 shares of our Class A common stock reserved for future issuance to our employees and consultants in
France under our 2014 Plan; and

up to an aggregate of 13,000,000 shares of our Class A common stock that we plan to donate to the Snap
Foundation after this offering over a period of 15 to 20 years.

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DILUTION

If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference
between the initial public offering price per share of Class A common stock and the pro forma as adjusted net tangible book value per share immediately after this offering.

Our pro forma net tangible book value as of December 31, 2016 was $929.5 million, or $0.92 per share. Pro forma net
tangible book value per share represents the amount of our total tangible assets less our total liabilities divided by the number of our shares of common stock outstanding as of December 31, 2016, after giving effect to the automatic conversion of
all outstanding shares of our Series FP preferred stock into an aggregate of 215,887,848 shares of Class C common stock and all other outstanding shares of preferred stock into an aggregate of 246,813,076 shares of Class B common stock, and the
net issuance of 7,625,096 shares of Class A common stock and 5,535,592 shares of Class B common stock that will vest and be issued from the settlement of certain outstanding RSUs subject to a performance condition for which the
service-based vesting condition was satisfied, in each case immediately on the closing of this offering.

After giving
effect to the sale by us of              shares of Class A common stock in this offering at an assumed initial public offering price of
$             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2016 would have been $             billion, or
$             per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of
$             per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of
$             per share to new investors purchasing Class A common stock in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per
share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share

$

Pro forma net tangible book value per share as of December 31, 2016

$ 0.92

Increase in pro forma as adjusted net tangible book value per share attributable to new investors
purchasing shares in this offering

Pro forma as adjusted net tangible book value per share after this offering

Dilution in pro forma as adjusted net tangible book value per share to new investors in this
offering

$

The dilution information discussed above is illustrative only and may change based on the
actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $             per share of Class A
common stock, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by
$             per share and increase (decrease) the dilution to new investors by $             per share, in each case assuming
the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us. Similarly, each increase or
decrease of 1.0 million shares in the number of shares of Class A common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately
$             per share and decrease (increase) the dilution to new investors by approximately $             per share, in each
case assuming the assumed initial public offering price of $             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, remains the
same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of December 31, 2016, on a pro forma as adjusted basis as described above, the number of
shares of common stock purchased from us, the total consideration and the average price

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per share (i) paid to us by existing stockholders, and (ii) to be paid by new investors acquiring our Class A common stock in this offering at an assumed initial public offering
price of $             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions
and estimated offering expenses payable by us.

Shares Acquired Total Consideration Average Price
Per Share
Number Percent Amount Percent

Existing stockholders

% $ % $

New investors

Totals

100.0 % $ 100.0 %

Each $1.00 increase (decrease) in the assumed initial public offering price of
$             per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors
and total consideration paid by all stockholders by approximately $             million, assuming that the number of shares of Class A common stock offered by us, as set forth on the
cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us.

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced
to              shares, or     % of the total number of shares of our common stock outstanding following the completion of this offering, and will increase the number of
shares held by new investors to              shares, or     % of the total number of shares outstanding following the completion of this offering.

If the underwriters exercise in full their option to purchase additional shares from certain selling stockholders, the number
of shares held by existing stockholders will be reduced to              shares, or     % of the total number of shares of our common stock outstanding following the
completion of this offering, and will increase the number of shares held by new investors to              shares, or     % of the total number of shares outstanding
following the completion of this offering.

The number of shares of Class A common stock, Class B common stock, and
Class C common stock that will be outstanding after this offering (which include shares of Class A common stock and Class B common stock to be net issued on the vesting of certain outstanding RSUs subject to a performance condition in connection
with this offering) is based on 512,527,443 shares of Class A common stock, 283,817,489 shares of Class B common stock, and 215,887,848 shares of Class C common stock outstanding as of December 31, 2016, and excludes:

21,185,669 shares of Class B common stock issuable on the exercise of stock options outstanding as of
December 31, 2016, under our 2012 Plan with a weighted-average exercise price of $2.33 per share and 21,185,669 shares of Class A common stock issuable on the exercise of such options under the Class A Dividend;

18,068,299 shares of Class B common stock issuable on the vesting and settlement of RSUs outstanding as
of December 31, 2016, under our 2012 Plan and 18,068,299 shares of Class A common stock issuable on the vesting and settlement of such RSUs under the Class A Dividend;

1,266,433 shares of Class A common stock issuable on the exercise of stock options outstanding as of
December 31, 2016, under our 2014 Plan with a weighted-average exercise price of $1.00 per share and 1,266,433 shares of Class A common stock issuable on the exercise of such options under the Class A Dividend;

70,099,641 shares of Class A common stock issuable on the vesting and settlement of RSUs outstanding
as of December 31, 2016 under our 2014 Plan and 49,834,987 shares of Class A common stock issuable on the vesting and settlement of such RSUs under the Class A Dividend;

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               shares of Series FP
preferred stock subject to an RSU award to be granted to our CEO on the closing of this offering, or the CEO award, such RSUs will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offering;

355,522,498 shares of Class A common stock reserved for future issuance under our 2017 Plan, which will
become effective once the registration statement, of which this prospectus forms a part, is declared effective, including:

an aggregate of 42,653,205 shares of Class A common stock and Class B common stock reserved for
issuance under our 2012 Plan and 2014 Plan, as of December 31, 2016, which shares will be added to the shares reserved under the 2017 Plan, plus

up to 225,599,185 additional shares that may be added to the 2017 Plan on the expiration, termination,
forfeiture, or other reacquisition of any shares of Class A common stock and Class B common stock issuable on the exercise of stock options outstanding or vesting and settlement of RSUs under the 2012 Plan or 2014 Plan, plus

any automatic increases in the number of shares of Class A common stock reserved for future issuance
under the 2017 Plan;

16,484,690 shares of Class A common stock reserved for issuance under our ESPP, which will become
effective once the registration statement, of which this prospectus forms a part, is declared effective, and any automatic increases in the number of shares of Class A common stock reserved for future issuance under our ESPP;

2,500,000 shares of our Class A common stock reserved for future issuance to our employees and consultants in
France under our 2014 Plan; and

up to an aggregate of 13,000,000 shares of our Class A common stock that we plan to donate to the Snap
Foundation after this offering over a period of 15 to 20 years.

To the extent that any outstanding
options are exercised, outstanding RSUs settle, new options or RSUs are issued under our stock-based compensation plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this
offering. If all outstanding options or RSUs under our 2012 Plan and 2014 Plan as of December 31, 2016 were exercised or settled, then our existing stockholders, including the holders of these options, would own     % and our new
investors would own     % of the total number of shares of our Class A common stock, Class B common stock, and Class C common stock outstanding on the completion of this offering.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table summarizes certain selected consolidated financial data. We have derived the selected consolidated balance
sheet data as of December 31, 2015 and 2016 and consolidated statements of operations data for the years ended December 31, 2015 and 2016 from our audited consolidated financial statements included elsewhere in this prospectus. Our
historical results are not necessarily indicative of our results in any future period. You should read the following selected consolidated financial data together with “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace our consolidated financial
statements and the related notes and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

Year Ended December 31,
2015 2016
(in thousands, except per
share amounts)

Consolidated Statements of Operations Data:

Revenue

$ 58,663 $ 404,482

Costs and expenses:

Cost of revenue

182,341 451,660

Research and development

82,235 183,676

Sales and marketing

27,216 124,371

General and administrative

148,600 165,160

Total costs and expenses

440,392 924,867

Loss from operations

(381,729 ) (520,385 )

Interest income

1,399 4,654

Interest expense

(1,424 )

Other income (expense), net

(152 ) (4,568 )

Loss before income taxes

(380,482 ) (521,723 )

Income tax benefit (expense)

7,589 7,080

Net loss

$ (372,893 ) $ (514,643 )

Net loss per share attributable to Class A and Class B common stockholders and Series D,
E, F, and FP preferred stockholders(1):

Basic

$ (0.51 ) $ (0.64 )

Diluted

$ (0.51 ) $ (0.64 )

Pro forma net loss per share attributable to Class A, Class B,
and Class C common stockholders(1):

Basic

$ (0.53 )

Diluted

$ (0.53 )

Other Financial Information:

Adjusted EBITDA(2)

$ (292,898 ) $ (459,428 )

Free Cash Flow(3)

$ (325,827 ) $ (677,686 )
(1)

See Note 15 of the notes to our consolidated financial statements included elsewhere in this prospectus for a
description of how we compute basic and diluted net loss per share attributable to Class A and Class B common stockholders and Series D, E, F, and FP preferred stockholders and pro forma basic and diluted net loss per share attributable to
Class A, Class B, and Class C common stockholders. The rights, including the liquidation and dividend rights, of Class A and Class B common stock and the Series D, E, F, and FP preferred stock are substantially identical other than
voting rights. Accordingly, the Class A and Class B common stock and the Series D, E, F, and FP preferred stock share in our net losses.

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(2)

See “—Adjusted EBITDA and Free Cash Flow” below for more information and for a reconciliation
of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.

(3)

See “—Adjusted EBITDA and Free Cash Flow” below for more information and for a reconciliation
of Free Cash Flow to net cash used in operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP.

December 31,
2015 2016
(in thousands)

Consolidated Balance Sheet Data:

Cash, cash equivalents, and marketable securities

$ 640,810 $ 987,368

Working capital

536,306 1,023,241

Total assets

938,936 1,722,792

Total liabilities

174,791 203,878

Additional paid-in capital

1,467,355 2,728,823

Accumulated deficit

(693,219 ) (1,207,862 )

Total stockholders’ equity

764,145 1,518,914

Adjusted EBITDA and Free Cash Flow

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 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; and stock-based compensation expense. 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 Free
Cash Flow, which is defined as net cash 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 believe that both Adjusted EBITDA and Free Cash Flow 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 the non-GAAP measures of
Adjusted EBITDA and Free Cash Flow 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.

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These non-GAAP financial measures should not be considered in isolation from, or
as substitutes for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures as compared to the closest comparable GAAP measure. Some of these limitations are
that:

Adjusted EBITDA excludes certain recurring, non-cash charges such as deprecation of fixed assets and
amortization of acquired intangible assets and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future;

Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the
foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;

Adjusted EBITDA does not reflect tax payments that reduce cash available to us; and

Free Cash Flow does not reflect our future contractual commitments.

The following table presents a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure, for
each of the periods presented:

Year Ended
December 31,
2015 2016
(in thousands)

Adjusted EBITDA reconciliation:

Net loss

$ (372,893 ) $ (514,643 )

Add (deduct):

Interest income

(1,399 ) (4,654 )

Interest expense

1,424

Other (income) expense, net

152 4,568

Income tax (benefit) expense

(7,589 ) (7,080 )

Depreciation and amortization

15,307 29,115

Stock-based compensation expense

73,524 31,842

Adjusted EBITDA

$ (292,898 ) $ (459,428 )

The following table presents a reconciliation of Free Cash Flow to net cash used in operating
activities, the most comparable GAAP financial measure, for each of the periods presented:

Year Ended
December 31,
2015 2016
(in thousands)

Free Cash Flow reconciliation:

Net cash used in operating activities

$ (306,622 ) $ (611,245 )

Less:

Purchases of property and equipment

(19,205 ) (66,441 )

Free Cash Flow

$ (325,827 ) $ (677,686 )

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with
“Selected Consolidated Financial Data” and our consolidated financial statements, related notes, and other financial information appearing in this prospectus. In addition to historical consolidated financial information, the following
discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Unless otherwise stated, statistical information regarding our users and their activities is determined by calculating the
daily average of the selected activity for the most recently completed quarter included in this prospectus.

Overview

Snap Inc. is a camera company.

We believe that reinventing the camera represents our greatest opportunity to improve the way that people live and
communicate. Our products empower people to express themselves, live in the moment, learn about the world, and have fun together.

Our flagship product, Snapchat, is a camera application that was created to help people communicate through short videos and
images. We call each of those short videos or images a Snap. On average, 158 million people use Snapchat daily, and over 2.5 billion Snaps are created every day. On average, our users visit Snapchat more than 18 times per day, and spend 25 to
30 minutes on Snapchat every day.

Our strategy is to focus on innovation and take risks to improve our products. We do
this in an effort to drive daily user engagement, which we can then monetize through advertising. We often create new technologies and high engagement products that often require high-end mobile devices and high-speed cellular internet, and
consequently the majority of our users come from developed markets. Global advertising spend—especially mobile advertising spend—is extremely concentrated among a few countries, and our advertising business has benefitted greatly from our
strong penetration in these countries. This means that we can scale our business in markets where we have the highest revenue per user and capital efficiency, which in turn generates cash flow that we will invest into future product innovation.

For a discussion of the key opportunities and challenges we face in growing our business, see “—Factors Impacting
our Business.”

We are headquartered in Venice, California, and have several offices around the world.

Daily Active Users

We define a Daily Active User, or DAU, as a registered Snapchat user who opens the Snapchat application at least once during a
defined 24-hour period. We measure average Daily Active Users for a particular quarter by calculating the average Daily Active Users for that quarter. We also break out Daily Active Users by geography because certain markets have a greater revenue
opportunity and lower bandwidth costs.

We assess the health of our business by measuring Daily Active Users because we
believe that this metric is the most reliable way to understand engagement on our platform. It helps us understand if people are continuing

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to invest their time, energy, and creativity in our products. Daily engagement also influences our advertising inventory. We had 158 million Daily Active Users on average in the quarter
ended December 31, 2016, an increase of 48% as compared to our Daily Active Users in the quarter ended December 31, 2015.

The rate of net additional Daily Active Users was relatively flat in the early part of the quarter ended December 31,
2016, and accelerated in the month of December. Although we have historically experienced lumpiness in the growth of our Daily Active Users, we believe that the flat growth in the early part of the quarter was primarily related to accelerated growth
in user engagement earlier in the year, diminished product performance, and increased competition.

The rate of net
additional Daily Active Users accelerated in the first half of 2016 compared to the second half of 2015, largely due to increased user engagement from product launches and increased adoption rates among older demographics and international markets.
This created a higher baseline of Daily Active Users heading into the third and fourth quarters, so incremental net additions within these quarters were more difficult even with strong year-over-year growth. Additionally, in mid-2016, we launched
several products and released multiple updates, which introduced a number of technical issues that diminished the performance of our application. We believe these performance issues resulted in a reduction in the growth of our Daily Active Users,
particularly among Android users and regions with a higher percentage of Android devices. Finally, we also saw increased competition both domestically and internationally in 2016, as many of our competitors launched products with similar
functionality to ours.

In the quarter ended December 31, 2016, we addressed many of the technical issues introduced
earlier in the year and launched various product updates. We believe these efforts contributed to the increase in the rate of net additional Daily Active Users in December. However, there is also a strong degree of seasonality in December due to
increased usage during the holiday season, which we believe drove a significant portion of the net additional Daily Active Users in the quarter ended December 31, 2016. Additionally, this seasonal growth typically carries through the early part
of the first quarter, meaning that we expect the rate of net additional Daily Active Users to be impacted by, among other things, short-term holiday seasonality that we do not expect to continue through future months.

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Quarterly Average Daily Active Users(1)

(in millions)

LOGO

LOGO

(1)

For a discussion of how we calculated DAUs prior to June 2015, see “Market, Industry, and Other
Data.”

(2)

North America includes Mexico and the Caribbean.

(3)

Europe includes Russia and Turkey.

The charts above present our historical Daily Active Users by using the daily average across each quarter reported. We believe
that reporting user engagement data this way provides investors with the most useful

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perspective on our business for several reasons. Our focus on driving Daily Active Users through product innovation means that launching and changing our products can have a significant impact on
Daily Active Users in any given month. Because these product launches and changes may occur during any month of the quarter, we do not believe it is helpful for only the last month of a quarter to be the measure that investors use to assess user
engagement, since it would exclude the impact of higher or lower Daily Active Users earlier in the quarter. Additionally, presenting Daily Active Users as a daily average across a quarter is consistent with how we use Daily Active Users in
determining Average Revenue per User, or ARPU.

We recognize that other companies have reported their daily active users
by using the daily average for only the last month of each quarter reported. For comparison, we have presented our Daily Active Users calculated under this alternative methodology in the table below. We believe that reporting user engagement data
based on average Daily Active Users across the full quarter provides a more meaningful metric for investors to assess our business for the reasons set forth above, and in the future we plan to present Daily Active Users exclusively as the daily
average across the quarter.

Global North America (2) Europe (3) Rest of World
Last Month
of Quarter(1)
DAUs
(in millions)
YOY
Growth
DAUs
(in millions)
YOY
Growth
DAUs
(in millions)
YOY
Growth
DAUs
(in millions)
YOY
Growth
Mar’14   50      415   27      259   16      1,065   7      856
June’14   59      173      31      116      19      265      10      319   
Sept’14   65      126      32      82      21      176      12      258   
Dec’14   74      92      36      56      24      118      15      214   
Mar’15   81      62      38      38      27      73      16      134   
June’15   89      51      41      33      29      52      20      103   
Sept’15   99      53      46      42      31      51      22      90   
Dec’15   110      48      50      39      35      45      26      77   
Mar’16   130      60      57      50      42      53      32      95   
June’16   148      66      63      55      48      65      37      92   
Sept’16   154      55      66      43      50      59      38      74   
Dec’16   161      46      69      39      53      51      39      53   
(1)

For a discussion of how we calculated DAUs prior to June 2015, see “Market, Industry, and Other
Data.”

(2)

North America includes Mexico and the Caribbean.

(3)

Europe includes Russia and Turkey.

Monetization

We monetize our business primarily through advertising. Our advertising products include Snap Ads and Sponsored Creative Tools
like Sponsored Lenses and Sponsored Geofilters. While our advertising business is still in its early stages, it is growing rapidly. In the year ended December 31, 2016, we recorded revenue of $404.5 million, as compared to revenue of
$58.7 million for the year ended December 31, 2015, representing more than a 6x year-over-year increase.

We
measure progress in our advertising business using ARPU because it helps us understand the rate at which we’re monetizing our daily user base. We define ARPU as quarterly revenue divided by the average Daily Active Users.

For purposes of calculating ARPU, revenue by user geography is apportioned to each region based on a determination of the
geographic location in which advertising impressions are delivered, as this approximates revenue based on user activity. This differs from the presentation of our revenue by geography in the notes to our consolidated financial statements, where
revenue is based on the billing address of the advertising customer.

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Quarterly Average Revenue per User

LOGO

LOGO

                                    [GRAPHIC]
(1)

North America includes Mexico and the Caribbean.

(2)

Europe includes Russia and Turkey.

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Quarterly Revenue by Geography(1)

(in thousands)

Global

Revenue

North America (2)

Revenue

Europe (3)

Revenue

Rest of World

Revenue

Q1’15 $ 3,920    $ 3,911    $ 9    $   
Q2’15   5,300      5,216      79      5   
Q3’15   16,725      15,859      860      6   
Q4’15   32,718      31,364      1,257      97   
Q1’16   38,798      35,898      2,702      198   
Q2’16   71,798      65,219      6,236      343   
Q3’16   128,204      114,755      11,791      1,658   
Q4’16   165,682      145,356      14,665      5,661   
(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. This differs from the presentation of our revenue by geography in the
notes to our consolidated financial statements, where revenue is based on the billing address of the advertising customer.

(2)

North America includes Mexico and the Caribbean.

(3)

Europe includes Russia and Turkey.

Our Products

Snapchat opens directly into the Camera, making it easy to create a Snap and send it to friends. Snaps are deleted by default,
so there is a lot less pressure to look pretty or perfect when creating and sharing images on Snapchat. We offer lots of fun Creative Tools like Lenses and Geofilters that allow our community to express themselves through Snaps. Lenses are
interactive animations that are overlaid on a person’s face or the world around them. Geofilters are artistic filters available after a Snap is taken at pre-defined times and locations. People can send Snaps back and forth with friends using
our Chat Service, which also supports text-based Chat, voice and video calling, and stickers.

Stories are collections of
Snaps that play in chronological order, and are deleted within 24 hours. Different types of Stories are told from different perspectives. We started with My Story for each individual user, expanded to community Live Stories, and then introduced
Publisher Stories created by our experienced publisher partners.

In addition to the Snapchat application, there are two
other ways to make Snaps: Publisher Tools and Spectacles. Publisher Tools are our growing suite of content tools for partners to build, edit, and publish Snaps and attachments based on unique editorial content. Our latest effort to reinvent the
camera is Spectacles, our sunglasses that make Snaps.

Factors Impacting our Business

User Engagement

Daily user engagement with our products is a critical component to our business because it influences our advertising inventory
as well as our expenses.

We expect growth to continue to come from developed markets with readily available high-speed
cellular internet and high-end mobile devices because we prioritize our investment in product innovation that often requires a lot of bandwidth and intensive processing. We benefit from this because global advertising spend tends to be concentrated
among many of these markets, and hosting costs are often lower due to less expensive bandwidth. We believe that our growth potential will follow the size of the global population with access to strong infrastructure and technology, and our user
growth will slow as we reach higher penetration in these markets.

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We also face regulatory challenges that may affect our ability to grow in certain
markets. For example, we have very limited access to the China market, as we have not yet established an operating presence in China to support Snapchat. Access to Google, which currently powers our infrastructure, is restricted in China.
Additionally, certain products like Spectacles may not be available in all locations due to local laws and regulations.

In the past, we have been able to increase our user engagement with the introduction of new products, like Stories and Lenses,
that encourage people to invest their time, energy, and creativity into our platform. However, our investment cycle in product innovation is lumpy and unpredictable. Opportunities to create new products are not spread out evenly and require varying
investments in time and resources. Additionally, different products have different rates of user adoption once launched. This means that growth in user engagement, as measured by Daily Active Users, has been, and will continue to be, lumpy and
unpredictable.

We invest heavily in future product innovation and take risks to improve our camera platform in an effort
to drive long-term user engagement. Sometimes this means sacrificing short-term engagement to introduce products that might change the way people use Snapchat. Our products often use new technologies and require people to change their behavior, such
as using a camera to talk with their friends. This means that our products take a lot of time and money to develop, and might have slow adoption rates. It also often takes time for us to optimize the performance of our products once launched. While
not all of our investments will pay off in the long run, we are willing to take these risks in an attempt to create the best and most differentiated products and experiences. Additionally, the high level of bandwidth used by many of our services
means that an increase in our user base and engagement will also increase our hosting costs.

Ability to Monetize Users in Top
Advertising Markets

We monetize our daily user engagement primarily through advertising. Our ability to grow our
revenues depends in large part on our ability to increase ARPU in top advertising markets. There are a number of factors that we believe will help us grow ARPU, including the demographics of our audience, the effectiveness of our advertising
products, and our delivery and measurement capabilities.

While these factors help us drive value for our advertisers, the
pricing of our advertising products is also affected by other factors like the highly competitive nature of our industry. From time to time, we review and adjust the pricing of our advertising offerings taking into account all of these
variables.

Our Audience

Our users are concentrated among top advertising markets. The global advertising market is expected to grow from
$652 billion in 2016 to $767 billion in 2020, with the top ten countries commanding over 70% of overall worldwide advertising spend and nearly 85% of mobile advertising spend, according to IDC. We benefit from having over 60% of our
158 million Daily Active Users come from countries on this list, including over 60 million Daily Active Users in the United States and Canada, and over 10 million Daily Active Users in the United Kingdom.

Since the entirety of our available advertising inventory is on mobile, our ability to grow our revenue is influenced by the
size and growth of the mobile advertising market. IDC projects that mobile advertising spend will grow nearly 3x from $66 billion in 2016 to $196 billion in 2020, while all other advertising spend will decrease by approximately
$15 billion during the same time period. We believe that as people’s attention shifts from traditional media like desktop and television to mobile, significant advertising budgets will similarly be transferred to mobile advertising.
Additionally, this shift of attention to mobile is particularly prevalent among younger audiences, with people aged 18 to 24—our largest age group among our U.S. Daily Active Users—having spent 35% less time watching traditional (live and
time-shifted) television in an average month during the second quarter of 2016 compared to the second quarter of 2010, according to Nielsen.

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Advertising Products

The same team that designs our consumer products also helps design our advertising products. That means that we can take the
things we learn while creating our consumer products and apply them to building innovative and engaging advertising products that feel familiar to our community. Snap Ads, for example, are full-screen videos with sound, in the same format as the
Snaps that drive the video consumption on our platform. Furthermore, Sponsored Creative Tools leverage the popularity of Lenses and Geofilters to let people engage creatively with brands.

We believe that our ability to continue creating engaging user experiences and successfully converting that engagement into
advertising products will influence the effectiveness of our future advertising products.

Delivery and Measurement

Our ability to show advertising that is relevant to a user is a key factor in driving a return on advertising spend. We are
always trying to improve our advertising delivery framework and scale our business to make better and more efficient decisions.

Proving effectiveness to advertisers is also a major driver of ARPU because it helps them feel more comfortable spending more
money to reach users on our platform. We offer third-party and in-house solutions focusing on view verification, reach verification, changes in user perception of a brand, and changes in behavior.

Investing in Product Innovation

We compete for engagement in an environment where anyone can distribute products instantly and often at no cost to the user. We
think the best way to compete is to make great products that people will want to use. As such, we invest heavily in product innovation in an effort to drive user engagement. Since we monetize primarily through advertising, incremental user
engagement also means increased advertising inventory.

Many of the products we create leverage new technologies and may
be considerably different from what is already available. This means that we often make large investments and take substantial risks to develop and launch them. They also often require people to adopt new behaviors, which can take a long time even
when we are successful. We also update and iterate on our products regularly, which can sometimes negatively impact engagement in the short-term. While product innovation contributes to our long-term user growth and engagement, we have seen that the
results can be lumpy and unpredictable.

The Snapchat application is based on mobile operating systems like iOS and
Android as well as the underlying mobile phones on which it is installed. Our product opportunity is heavily influenced by these technology providers—we may be able to create new products based on advances in their capabilities, but we may also
be limited if they choose to block a particular feature or reject new updates to our application. We also rely on the internet infrastructure available to our users, meaning that certain countries may block some or all of our features to everyone in
that country.

Some of our products have high production costs and long development timelines, and we expect to see an
increase in our costs and expenses due to the launch of Spectacles and future capital-intensive projects. Additionally, products that drive growth and engagement on Snapchat are also likely to increase our infrastructure costs.

Most of our products will not initially generate revenue. We don’t monetize many of our products, and use them instead to
try to drive engagement to our revenue-generating products. Even when we do decide to monetize a new product, we usually wait, sometimes for a long time, for it to reach a level of maturity and adoption where we feel comfortable predicting and
selling advertising against future engagement.

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Operating Leverage in Our Business

Our ability to achieve and maintain long term operating leverage depends on our ability to efficiently scale both our
advertising business and the infrastructure that supports our growing user engagement. We believe the concentration of our user base among top advertising markets gives us the opportunity to grow our ARPU. While growth in user engagement increases
our overall monetization opportunity, it also bears an incremental cost to our business by increasing our hosting costs.

We currently have a capital-light business model because we work with third-party infrastructure partners, primarily Google
Cloud, to run and scale our services rather than building our own infrastructure, which would require significant up-front capital and resources. We believe that working with these partners will result in lower costs for us in both the short and
long term. Large scale infrastructure providers offer several advantages, including global scale to serve our audience, the ability to handle peak demand more economically, and purchasing power to procure equipment directly from infrastructure
equipment vendors that results in lower net costs to us.

We also benefit from the concentration of our users in developed
markets because the hosting costs of serving these users is typically lower than in other markets. Our hosting costs may increase significantly in the future because we pay incremental hosting costs for new users and increased engagement. We rely on
Google Cloud to host the vast majority of our computing, storage, bandwidth, and other services. Any transition of such services to another cloud provider would be difficult to implement, and may cause us to incur significant time and expense. We
have committed to spend $2 billion with Google Cloud over the next five years and have built our software and computer systems to use computing, storage capabilities, bandwidth, and other services provided by Google Cloud, some of which do not have
an alternative in the market. We are currently negotiating an agreement with another cloud provider for redundant infrastructure support of our business operations. In the future, we may invest in building our own infrastructure to better serve our
customers.

Additionally, we face greater challenges optimizing our operating leverage in less-developed markets,
resulting in lower operating margins on average in these countries. While the costs of hiring people and building a local sales organization are usually lower in these countries compared to more developed markets, hosting costs tend to be higher. In
addition, we also face greater challenges in increasing our ARPU in less-developed markets as their advertising markets tend to be smaller and less developed. For example, many of these markets have not yet seen as strong a shift in attention from
traditional forms of media to mobile, meaning there may be a smaller market opportunity for mobile advertising.

We are
building many solutions that will help us scale our advertising business. For example, we allow people to buy On-Demand Geofilters through our self-serve platform, and we recently started allowing certain partners to run advertisements on our
platform through an API.

Investing in Our Team

Our business relies on our ability to attract and retain the right team to create and monetize our products. We invest heavily
in hiring and retaining talented people, particularly as we grow our business. Our headcount at December 31, 2016 was 1,859 employees, an increase of approximately 210% compared to December 31, 2015. We expect to continue to expand
our team at a rapid pace through hiring and acquisitions to support potential future growth.

Seasonality in Our Business

Historically, we have seen a high degree of seasonality in our business and financial results. Overall advertising
spend tends to be strongest in the fourth quarter of every calendar year, and we observe a similar pattern in our historical advertising revenue. We have also observed seasonality in our user engagement, with

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generally less engagement in summer months. The rapid growth in our business and user engagement has generally masked these trends to date, and we expect the impact of seasonality to be more
pronounced in the future.

Acquisitions and Strategic Partnerships

We acquire companies from time to time with teams and technologies that help us accelerate our product roadmap. Sometimes we
acquire companies that accelerate our path to a monetizable product. Other companies may have a much longer or less direct path to engagement or monetization. Most of these companies have not had meaningful revenue at the time of acquisition, and
ongoing operating costs from future acquisitions may negatively affect our financial performance.

We enter into strategic
relationships with a variety of partners that contribute to several aspects of our business, including partners that create content for our platform and partners that help us measure advertising effectiveness. From time to time, we make investments
in current and potential partners to strengthen our relationship.

Stock-Based Compensation Expense

We have granted RSUs and stock options to our employees and advisors. Substantially all RSUs granted before December 31,
2016 vest on the satisfaction of both a service-based condition and a performance condition. The service-based condition for most of these RSUs is satisfied over four years. The performance condition is satisfied on the occurrence of a qualifying
event, defined as a change in control or the effective date of the registration statement for our initial public offering. All RSUs granted after December 31, 2016 vest on the satisfaction of only service-based conditions.

Stock-based compensation expense is recognized only for those RSUs that are expected to meet the service-based and performance
conditions. As of December 31, 2015 and 2016, achievement of the performance condition was not probable. A change in control event and effective registration statement are not deemed probable until consummated. If the initial public offering
had occurred on December 31, 2016, we would have recognized $1.1 billion of stock-based compensation expense for all RSUs with a performance condition that had satisfied the service-based condition on that date, and would have
approximately $1.5 billion of unrecognized compensation cost, which is expected to be recognized over a weighted-average period of approximately 3.4 years.

In addition to the above, on the closing of this offering, the CEO will receive an RSU award, or the CEO award, for shares of
Series FP preferred stock representing 3.0% of all outstanding shares on the closing of this offering, which includes shares sold by us in this offering and the employee RSUs that will vest on the effective date of this offering. The CEO award will
become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offering. The CEO award will vest immediately on the closing of this offering and such shares will be delivered to the CEO in equal quarterly
installments over three years beginning in the third full calendar quarter following this offering. The CEO award will be recognized as compensation expense based on 3.0% of shares outstanding on the closing of this offering and at an assumed
initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus. The CEO award compensation expense will be recognized immediately on the
closing of this offering.

As of December 31, 2016, there was $48.6 million of unrecognized stock-based compensation
expense related to stock options and $3.2 million of unrecognized stock-based compensation expense related to RSUs without a performance condition. We expect this unrecognized stock-based compensation expense to be recognized over a
weighted-average period of 2.3 years for stock options and 1.8 years for RSUs without a performance condition. We did not grant any stock options in 2015. In the year ended December 31, 2016, we granted options with an aggregate grant date fair
value of $37.8 million to certain employees in conjunction with an acquisition.

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For additional information regarding our stock-based compensation expense, see
“—Critical Accounting Policies and Estimates—Stock-Based Compensation.”

Results of Operations

The following table summarizes certain selected historical financial results:

Year Ended December 31,
2015 2016
(in thousands)

Revenue

$ 58,663 $ 404,482

Loss from operations

(381,729 ) (520,385 )

Net loss

(372,893 ) (514,643 )

Adjusted EBITDA(1)

(292,898 ) (459,428 )
(1)

For information on how we define and calculate Adjusted EBITDA, and a reconciliation of net loss to Adjusted
EBITDA, see “Selected Consolidated Financial Data—Adjusted EBITDA and Free Cash Flow.”

As of December 31, 2016, we had 1,859 employees, as compared to 600 employees as of December 31, 2015. This
increase, and the related increase in expenses, were driven by the continued expansion of our business.

Components of Results of
Operations

Revenue

We generate substantially all of our revenue through the sale of our advertising products, which include Snap Ads and Sponsored
Creative Tools. We sell advertising directly to advertisers, referred to as Snap-sold revenue. Certain partners that provide content on Snapchat, or content partners, also sell directly to advertisers, referred to as partner-sold revenue. We report
Snap-sold revenue on a gross basis and partner-sold revenue on a net basis. Currently, our Sponsored Creative Tools, which include Sponsored Lenses and Sponsored Geofilters, are only Snap-sold. For the years ended December 31, 2015 and 2016,
approximately 87% and 91% of our advertising revenue was Snap-sold, and approximately 13% and 9% of our advertising revenue was partner-sold, respectively. Snap Ads, whether Snap-sold or partner-sold, may be subject to revenue sharing arrangements
between us and the content partner.

For additional discussion related to Snap-sold and partner-sold revenue, see
“—Critical Accounting Policies and Estimates—Revenue Recognition” and Note 1 to our consolidated financial statements included elsewhere in this prospectus.

We also generate revenue from sales of our hardware product, Spectacles. This revenue was not material for the year ended
December 31, 2016 and is reported net of allowances for returns.

Cost of Revenue

Cost of revenue consists primarily of payments to third-party infrastructure partners for hosting our products. Hosting costs
primarily include expenses related to bandwidth, computing, and storage costs. Cost of revenue also includes revenue share payments to our content partners, content creation costs, which include personnel-related costs, and advertising measurement
services. In addition, cost of revenue includes inventory costs for Spectacles and facilities and other supporting overhead costs, including depreciation and amortization.

Research and Development Expenses

Research and development expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based
compensation expenses for our engineers and other employees engaged in the research

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and development of our products. In addition, research and development expenses include facilities and other supporting overhead costs, including depreciation and amortization. Research and
development costs are expensed as incurred.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel-related costs, including salaries, benefits, commissions, and
stock-based compensation expense for our employees engaged in sales and sales support, business development, media, marketing, corporate partnerships, communications, and customer service functions. Sales and marketing expenses also include costs
incurred for indirect advertising, market research, tradeshows, branding, marketing, promotional expense, and public relations, as well as facilities and other supporting overhead costs, including depreciation and amortization.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based
compensation expense for our executives, finance, legal, information technology, human resources, and other administrative teams, including facilities and supporting overhead costs, and depreciation and amortization. General and administrative
expenses also include external professional services.

Interest Income

Interest income consists primarily of interest earned on our cash, cash equivalents, and marketable securities.

Interest Expense

Interest expense consists primarily of interest on build-to-suit lease financing obligations and commitment fees and
amortization of costs related to our revolving credit facility.

Other Income (Expense), Net

Other income (expense), net consists of realized gains and losses on sales of marketable securities, our portion of equity
method investment income and losses and foreign currency transaction gains and losses.

Income Tax Benefit (Expense)

We are subject to income taxes in the United States and numerous foreign jurisdictions. These foreign jurisdictions have
different statutory tax rates than the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to domestic
income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), excluding interest income; interest expense; other income (expense), net;
income tax benefit (expense); depreciation and amortization; and stock-based compensation expense. We consider the exclusion of certain non-cash expenses in calculating Adjusted EBITDA to provide a useful measure for period-to-period comparisons of
our business and for investors and others to evaluate our operating results in the same manner as does our management. Additionally, we believe that Adjusted EBITDA 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. See “Selected Consolidated Financial Statement Data—Adjusted EBITDA and Free Cash Flow” for additional information and a
reconciliation of net loss to Adjusted EBITDA.

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Discussion of Results of Operations

The following table summarizes our historical consolidated statements of operations data:

Year Ended
December 31,
2015 2016
(in thousands)

Consolidated Statements of Operations Data:

Revenue

$ 58,663 $ 404,482

Costs and expenses:

Cost of revenue

  182,341      451,660   

Research and development

  82,235      183,676   

Sales and marketing

  27,216      124,371   

General and administrative

  148,600      165,160   

Total costs and expenses

  440,392      924,867   

Loss from operations

(381,729 ) (520,385 )

Interest income

  1,399      4,654   

Interest expense

(1,424 )

Other income (expense), net

(152 ) (4,568 )

Loss before income taxes

(380,482 ) (521,723 )

Income tax benefit (expense)

7,589 7,080

Net loss

$ (372,893 ) $ (514,643 )

Adjusted EBITDA(1)

$ (292,898 ) $ (459,428 )
(1)

See “Selected Consolidated Financial Data—Adjusted EBITDA and Free Cash Flow” for more
information and for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.

The following table sets forth the components of our consolidated statements of operations data for each of the periods
presented as a percentage of revenue:

Year Ended
December 31,
    2015         2016    

Consolidated Statements of Operations Data:

Revenue

100 % 100 %

Costs and expenses:

Cost of revenue

311 112

Research and development

140 45

Sales and marketing

46 31

General and administrative

253 41

Total costs and expenses

751 229

Loss from operations

651 129

Interest income

2 1

Interest expense

Other income (expense), net

1

Loss before income taxes

649 129

Income tax benefit (expense)

13 2

Net loss

636 % 127 %

72


Table of Contents

Years Ended December 31, 2015 and 2016

Revenue

Year Ended
December 31,
Dollar
Change
Percent
Change
2015 2016
(dollars in thousands)
(NM = Not Meaningful)

Revenue

$ 58,663 $ 404,482 $ 345,819 NM

Revenue for the year ended December 31, 2016 increased $345.8 million compared to
the same period in 2015. Revenue grew between the periods primarily due to an increase in the number of advertisements delivered. The number of advertisements delivered increased between the periods primarily due to increased advertiser demand
across our product offerings, our growing sales team, and increased user engagement as measured by a 48% increase in DAUs. ARPU increased due to the growth in revenue as a result of the number of advertisements delivered, which outpaced DAU growth
during the period. Snap-sold revenue was $365.0 million and partner-sold revenue was $34.9 million during the year ended December 31, 2016 compared to $50.9 million for Snap-sold revenue and $7.7 million for partner-sold revenue
during the year ended December 31, 2015.

Cost of Revenue

Year Ended
December 31,
Dollar
Change
Percent
Change
2015 2016
(dollars in thousands)

Cost of Revenue

$ 182,341 $ 451,660 $ 269,319 148 %

Cost of revenue for the year ended December 31, 2016 increased $269.3 million, or 148%,
compared to the same period in 2015. The increase in cost of revenue primarily consisted of $191.9 million related to increased hosting costs, in part attributable to DAU growth of 48% between the periods, $48.2 million related to
increased revenue share payments to our partners consistent with our overall increase in revenue, and $13.3 million related to increased content creation costs, which include personnel-related costs.

Research and Development Expenses

Year Ended
December 31,
Dollar
Change
Percent
Change
2015 2016
(dollars in thousands)

Research and Development Expenses

$   82,235 $ 183,676 $ 101,441 123 %

Research and development expenses for the year ended December 31, 2016 increased
$101.4 million, or 123%, compared to the same period in 2015. The increase was primarily due to an increase in research and development headcount, and the related salaries, benefits, and stock-based compensation expenses. The investment in
personnel supported our efforts to continue growing our user base and building and improving products for our users and advertisers.

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Table of Contents

Sales and Marketing Expenses

Year Ended
December 31,
Dollar
Change
Percent
Change
2015 2016
(dollars in thousands)

Sales and Marketing Expenses

$   27,216 $ 124,371 $ 97,155 357 %

Sales and marketing expenses for the year ended December 31, 2016 increased
$97.2 million, or 357%, compared to the same period in 2015. The increase was primarily due to an increase in sales and marketing headcount of approximately 340%. We also made marketing investments during the year ended December 31, 2016.

General and Administrative Expenses

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