rddt-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant x			Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12

Reddit, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2026 Annual Meeting of Stockholders

Date:

Monday, June 8, 2026

Time:

10:00 a.m. Pacific Time

Place:

www.virtualshareholdermeeting.
com/RDDT2026

Important Notice

Regarding Availability of Proxy Materials for the Annual Meeting: the Proxy Statement and our Annual Report are available at www.proxyvote.com.

Dear Stockholders:

We invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Reddit, Inc., a Delaware corporation, which will be held virtually on Monday, June 8, 2026 at 10:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/RDDT2026, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you would at an in-person meeting. We believe that a virtual stockholder meeting makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting and enables participation from our global community of Redditors.

We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):


1			To elect Steven Huffman, Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg Jr., and Michael Seibel to serve until our 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal;
2			To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026; and
3			To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as disclosed in the Proxy Statement.

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.

Our Board of Directors has fixed the close of business on April 13, 2026 as the record date for the Annual Meeting. Only stockholders of record on April 13, 2026 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for examination by any stockholder, during ordinary business hours at our headquarters, for any purpose relating to the Annual Meeting for a period of ten (10) days ending the day before the Annual Meeting date. Further information regarding voting rights, the matters to be voted upon, and instructions to attend the Annual Meeting is presented in the Proxy Statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) is first being mailed on or about April 23, 2026 to all stockholders entitled to vote at the Annual Meeting. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card, or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, telephone, or mail to ensure your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” in the Proxy Statement.

Thank you for your ongoing support and continued interest in Reddit.

By Order of the Board of Directors,

Benjamin Lee

Chief Legal Officer and Corporate Secretary

Table of Contents


Proxy Statement Summary			1
Board Of Directors And Corporate Governance			3
Proposal No. 1: Election Of Directors			19
Proposal No. 2: Ratification Of Appointment Of Independent Registered Public Accounting Firm			20
Proposal No. 3: Advisory Vote On The Compensation Of Our Named Executive Officers			22
Executive Officers			23
E xecutive C ompensation			25
Compensation Discussion and Analysis			25
Report of the Compensation and Talent Committee			35
Compensation Tables			36
Pay Versus Performance			43
Equity Compensation Plan Information			47
Security Ownership Of Certain Beneficial Owners And Management			48
Report Of The Audit Committee			52
Certain Relationships And Related Party Transactions			53
Questions And Answers About The Proxy Materials And Our Annual Meeting			55
Other Matters And Additional Information			62


T able of Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In this Proxy Statement, we refer to Reddit, Inc., a Delaware corporation, as “Reddit,” “we,” “us,” or “our” and the board of directors of Reddit as the “Board of Directors.”

Information about our 2026 Annual Meeting of Stockholders

Date and Time:
Monday, June 8, 2026 at

10:00 a.m. Pacific Time.

Location:
The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/RDDT2026, where you will be able to listen to the meeting live and vote your shares online during the meeting.

Record Date:
April 13, 2026. Holders of our Class A common stock or Class B common stock as of the close of business on the Record Date may vote at the Annual Meeting. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.”

Voting Matters and Board of Directors Recommendations:


Proposals		Board of Directors Recommendation	Page Numbers for Additional Information

1	Election of Directors	FOR ALL	19
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	20
3	Advisory Vote on the Compensation of Our Named Executive Officers	FOR	22

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.


Reddit, Inc.			1			2026 Proxy Statement


Proxy Statement Summary						Table of Contents

Governance and Board of Directors Highlights

We are committed to sound corporate governance, which strengthens the accountability of our Board of Directors and promotes the long-term interests of our stockholders. The list below highlights some of our corporate governance practices, as discussed further in this Proxy Statement.

•A majority of our directors are independent for purposes of their service on the Board of Directors and any committees on which they serve.

•The Chairperson and Vice Chairperson of the Board of Directors are both independent in accordance with the applicable rules, regulations, and listing standards of the New York Stock Exchange (“NYSE”) and the applicable rules and regulations promulgated by the Securities and Exchange Commission (“SEC”).

•Our Board of Directors is declassified, and directors are elected on an annual basis.

•All committees of the Board of Directors are entirely composed of independent directors in accordance with the applicable rules, regulations, and listing standards of the NYSE and the applicable rules and regulations promulgated by the SEC.

•We have comprehensive risk oversight practices, including for cybersecurity, information technology, financial, enterprise, and compensation matters, as well as other critical evolving areas.

•Independent directors conduct regular executive sessions.

•Directors have regular access to management and maintain open communication channels and strong working relationships among themselves.

•We conduct annual self-evaluations of the Board of Directors and committees of the Board of Directors.

Executive Compensation Highlights

Our executive compensation program is designed to focus our executives on the long-term performance of Reddit. The list below highlights some aspects of our executive compensation program, as discussed further in this Proxy Statement.

•We offer a competitive base salary, and deploy an annual performance-based cash bonus program and equity awards as the primary pay-for-performance and incentive vehicles for our executive employees.

•Our independent compensation consultant advises on executive compensation matters.

•Our executive equity program serves to link our executives’ long-term compensation outcomes to our performance and therefore to the interests of our stockholders over time.

•Compensation-related risks and exposures are mitigated by strong oversight by the Compensation and Talent Committee of the Board of Directors (the “Compensation and Talent Committee”).


Reddit, Inc.			2			2026 Proxy Statement


Table of Contents

Board of Directors and Corporate Governance

Reddit is strongly committed to sound corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives with a view to enhancing long-term value for our stockholders.

The following table includes information regarding each of the nominees for election to our Board of Directors at the Annual Meeting, including their age, independence, position, and the date since which they have served on the Board of Directors, each as of March 31, 2026. In addition, a biographical description for each nominee is set forth below the table.

Name

Age

Independent

Position

Director Since

Steven Huffman

Chief Executive Officer, President, and Director

July 2015

Sarah Farrell(1)(2)

Director

May 2024

Patricia Fili-Krushel(2)

Director

January 2022

Porter Gale(2)

Director

April 2019

David Habiger(1)

Director and Chairperson of the Board of Directors

November 2022

Steven O. Newhouse(3)

Director

March 2024

Robert A. Sauerberg Jr.(1)(3)

Director and Vice Chairperson of the Board of Directors

April 2012

Michael Seibel(3)

Director

July 2020

1Member of the Audit Committee of the Board of Directors (the “Audit Committee”).

2Member of the Compensation and Talent Committee.

3Member of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”).


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Board of Directors and Corporate Governance						Table of Contents

Nominees for Director

Steven Huffman

Steven Huffman is our Co-Founder and has served as our Chief Executive Officer and President and as a member of our Board of Directors since July 2015. Prior to returning to Reddit in 2015, Mr. Huffman was the Co-Founder and Chief Technology Officer at Hipmunk, an online commercial travel company, from June 2010 to October 2015. From June 2005 to October 2009, Mr. Huffman co-founded and held a variety of leadership roles at Reddit. Mr. Huffman has served on the boards of directors of GameChanger Charity, a 501(c)(3) organization leveraging technology and innovation to improve the lives of hospitalized children, since December 2020, and Bishop Fox, a cybersecurity firm, since July 2019. Mr. Huffman received a Bachelor of Science in Computer Science from the University of Virginia.

We believe Mr. Huffman is qualified to serve as a member of our Board of Directors because of the perspective and experience he brings as our Co-Founder and Chief Executive Officer.

Sarah Farrell

Sarah Farrell has served on our Board of Directors since May 2024, and previously served as an observer on our Board of Directors from 2021 to 2024. Ms. Farrell is a Co-Founder and Managing Partner of Waygrove Partnership, a San Francisco-based investment partnership, since February 2024. Previously, Ms. Farrell was a Partner at Inclusive Capital Partners, L.P., a San Francisco-based investment firm from July 2020 to February 2024. From August 2018 to July 2020, Ms. Farrell worked at ValueAct Capital, a San Francisco-based investment firm. Before ValueAct, Ms. Farrell worked in private equity at The Blackstone Group. Prior to Blackstone, she worked in investment banking at J.P. Morgan in the mergers and acquisitions group. Ms. Farrell previously served on the boards of Verra Mobility Corporation, a smart transportation company, from January 2022 to February 2024, and on the boards of Kolmac Outpatient Recovery Centers and Lindblad Expeditions Holdings, Inc. Ms. Farrell received a Bachelor of Arts in Chemistry from Harvard College.

We believe Ms. Farrell is qualified to serve as a member of our Board of Directors because of her deep knowledge of technology companies and experience investing in and advising technology companies.


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Table of Contents						Board of Directors and Corporate Governance

Patricia
Fili-Krushel

Patricia Fili-Krushel has served on our Board of Directors since January 2022. From September 2018 to February 2021, Ms. Fili-Krushel served as the Chief Executive Officer at Coqual, a global, non-profit think tank and advisory group. From January 2011 to November 2015, Ms. Fili-Krushel held various roles at Comcast Corporation, a global media and technology company, including Chair of the NBCUniversal News Group and Chief Human Resources Officer and Executive Vice President of NBCUniversal. From April 2001 to December 2010, Ms. Fili-Krushel served as Chief Human Resources Officer and Executive Vice President, Administration at Time Warner Inc., a global media and entertainment company. Prior to her time at Time Warner, Ms. Fili-Krushel held various senior and executive roles for entertainment and media companies, including ABC Television, Disney ABC Television Group, Lifetime, HBO, and ABC Sports. Ms. Fili-Krushel has served on the boards of directors of Dollar General Corporation, a discount retailer, from October 2012 to August 2024, and Chipotle Mexican Grill, Inc., a restaurant chain, since March 2019. Ms. Fili-Krushel received a Master of Business Administration from Fordham Gabelli School of Business and a Bachelor of Science in Communication and Media Studies from St. John’s University.

We believe Ms. Fili-Krushel is qualified to serve as a member of our Board of Directors because of her established experience in entertainment and media.

Porter Gale

Porter Gale has served on our Board of Directors since April 2019. Ms. Gale served as Chief Marketing Officer at Joy, a wedding planning platform, from February 2023 to October 2023. From February 2019 to September 2021, Ms. Gale served as the Chief Marketing Officer at Personal Capital, an online financial management company. From April 2015 to January 2019, Ms. Gale helped build and grow Globality, an AI-driven SaaS platform and marketplace, as its Marketing General Manager and interim Chief Marketing Officer. Ms. Gale advised a variety of B2B and B2C firms from 2011 to 2015, including Accompany, Esri, fitmob, Headnote, Hint, Michael Mina, N3twork, PubNub, RocketFuel, RouteHappy, Surf Air, UpLift, Vurb, and WePay. She served as the Vice President of Marketing at Virgin America, a U.S. airline company, from November 2007 to October 2011. Ms. Gale received a Master of Arts in Documentary Filmmaking from Stanford University and a Bachelor of Science in Business Administration from Boston University.

We believe Ms. Gale is qualified to serve as a member of our Board of Directors because of her established experience as an executive, advisor, and company builder.


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Board of Directors and Corporate Governance						Table of Contents

David Habiger

David Habiger has served on our Board of Directors since November 2022 and as Chairperson of our Board of Directors since November 2023. Mr. Habiger is the Vice Chair of J.D. Power, a market research and data analytics company, and served as its President and Chief Executive Officer from March 2018 to May 2025. Prior to joining J.D. Power as its CEO in March 2018, he founded and was a partner of Silicon Media Partners beginning in January 2016, served as a senior advisor at Silver Lake Partners, a private equity firm, from October 2013 to October 2020, and was a venture partner at Pritzker Group, a venture capital firm, from January 2013 to October 2019. Mr. Habiger served as Chief Executive Officer of Textura Corporation through its sale to Oracle in June of 2016 and served as the Chief Executive Officer of NDS through its sale to Cisco in July 2012. Mr. Habiger is a director on the Chicago Federal Reserve Board where he serves on the SABOR (Systems Activities, Bank Operations and Risk) Committee. He is also a director of several public and private boards, including Boston Scientific Corporation, a medical device company, EnerSys, a global industrial battery manufacturing company, and Xperi Inc., a consumer and entertainment licensing company, and is a member of the board of trustees at Rush University Medical Center. Mr. Habiger received a Master of Business Administration from The University of Chicago and a Bachelor of Business Administration from St. Norbert College.

We believe Mr. Habiger is qualified to serve as a member of our Board of Directors because of his extensive experience as an executive leader of, advisor to, and investor in technology companies, and as a board member of public companies across numerous industries, as well as his deep understanding of business, operational, and financial matters.

Steven O. Newhouse

Steven O. Newhouse has served on our Board of Directors since March 2024. Mr. Newhouse is co-president of Advance Publications, Inc., a private, family-held business that owns and invests in a broad range of companies across media, entertainment, communications, technology, education, and other promising growth sectors. Mr. Newhouse served on the board of directors of Warner Bros. Discovery, Inc. a publicly traded global media and entertainment company, from April 2022 to March 2024. He served as an observer on the boards of directors of Discovery, Inc. from 2008 to 2022 and Reddit from 2011 to 2024. Mr. Newhouse also serves on the board of trustees of New York-Presbyterian Hospital. Mr. Newhouse received a Bachelor of Arts in American Studies from Yale University.

We believe Mr. Newhouse is qualified to serve as a member of our Board of Directors because of his great depth of knowledge and experience regarding the media and entertainment business.


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Table of Contents						Board of Directors and Corporate Governance

Robert A. Sauerberg Jr.

Robert A. Sauerberg Jr. has served on our Board of Directors since April 2012 and as Vice Chairperson of our Board of Directors since November 2023. Mr. Sauerberg served as a President and Chief Executive Officer at Condé Nast, a premier media company, from January 2016 to May 2019, as President from January 2011 to December 2015, and as Group President, Consumer Marketing from January 2005 to December 2010. From January 2000 to December 2005, Mr. Sauerberg served as Chief Operating Officer at Fairchild Publications, a media publishing company. Mr. Sauerberg received a Master of Business Administration from Mercer University and a Bachelor of Science in Finance from University of Arkansas at Fayetteville.

We believe Mr. Sauerberg is qualified to serve as a member of our Board of Directors because of his extensive leadership and executive experience.

Michael Seibel

Michael Seibel has served on our Board of Directors since July 2020. From October 2014 to March 2025, Mr. Seibel served as a Group Partner at Y Combinator, and from October 2016 to March 2025, Mr. Seibel served as the Managing Director of YC Early Stage. From February 2012 to August 2012, Mr. Seibel served as Chief Executive Officer of Socialcam, Inc., a social media company, and from June 2007 to October 2011, he served as Chief Executive Officer of Justin.tv (now known as Twitch.tv), an online video broadcasting company. Mr. Seibel has served on the board of directors of Dropbox, Inc., a file hosting service, since November 2020. Mr. Seibel received a Bachelor of Arts in Political Science from Yale University.

We believe Mr. Seibel is qualified to serve as a member of our Board of Directors because of his extensive leadership experience and deep knowledge of technology companies and his experience in investing in and advising technology companies.


Reddit, Inc.			7			2026 Proxy Statement


Board of Directors and Corporate Governance						Table of Contents

Director Independence

Our Class A common stock is listed on the NYSE. Under the listing rules of the NYSE and our Corporate Governance Guidelines, the board of directors of a listed company must consist of a majority of independent directors at all times. This means, generally, that they will not have any connections to the listed company that could affect their ability to provide impartial oversight. A director will be deemed “independent” only if the Board of Directors affirmatively determines that the director has no material relationship with us that affects the director’s independence from management (either directly or as a partner, stockholder, or officer of an organization that has a relationship with the listed company) or that would interfere with the director exercising independent judgment in carrying out the director’s responsibilities. In addition, under the rules of NYSE, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of the listed company’s employees and that neither the director nor any of their family members has engaged in various types of business dealings with the listed company. Additionally, under the listing rules of the NYSE, a listed company’s audit committee, compensation committee, and nominating and corporate governance committee must consist only of independent directors. However, because Mr. Huffman is entitled to vote shares representing a majority of our outstanding voting power, we are eligible to be a “controlled company” under NYSE’s corporate governance rules. As such, we are not required to have a majority of our Board of Directors be independent, nor are we required to have a compensation committee or an independent nominating function. We have nevertheless opted to have a majority of our Board of Directors be independent and to have a compensation committee and a nominating and corporate governance committee comprised of independent directors, as more fully described below.

On an annual basis, our Nominating and Corporate Governance Committee reviews the independence of directors and provides a recommendation to the Board of Directors regarding such independence. The Nominating and Corporate Governance Committee follows a similar process for all director nominees prior to their nomination to the Board of Directors.

Based on the review and recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has determined Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg Jr., and Michael Seibel, representing seven of our eight director nominees, are independent for purposes of their service on the Board of Directors and the committees on which they serve, as set forth under the applicable rules, regulations, and listing standards of the NYSE and the applicable rules and regulations promulgated by the SEC.

There are no family relationships among our directors and executive officers.

Leadership Structure of the Board

Our Amended and Restated Bylaws (the “Bylaws”) and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of the Chairperson of the Board of Directors and Chief Executive Officer and to elect a Lead Director when the Chairperson of the Board of Directors is a member of our management or does not otherwise qualify as independent, in accordance with its determination regarding which structure would be in our best interests. In accordance with the Governance Agreement, dated March 19, 2024 (the “Governance Agreement”), by and among us, Advance Magazine Publishers Inc. (“Advance”), and Mr. Huffman, and our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), no director can be selected as Chairperson of the Board of Directors without the prior written approval of each of Advance and, for so long as he remains our Chief Executive Officer, Mr. Huffman. Our Board of Directors believes it is important to have flexibility in selecting the Chairperson of the Board of Directors, subject to the aforementioned approvals, and our board leadership structure. Any changes to the leadership structure of our Board of Directors, if made, will be promptly disclosed in the “Investor Relations” section of our website and will be reflected in our proxy materials for the next annual meeting of stockholders. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of our stockholders. Our Board of Directors, in its sole discretion, may seek input from our stockholders on the leadership structure of the Board of Directors.


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Table of Contents						Board of Directors and Corporate Governance

Currently, the positions of Chairperson and Chief Executive Officer are held by different individuals. David Habiger, an independent director, is the Chairperson of our Board of Directors. Mr. Habiger has served as a member of our Board of Directors since November 2022 and as Chairperson since November 2023. Our Board of Directors believes that Mr. Habiger’s extensive experience as an executive leader of, advisor to, and investor in technology companies, and as a board member of public companies across numerous industries, as well as his deep understanding of business, operational, and financial matters, make him well qualified to serve as Chairperson of our Board of Directors. Robert A. Sauerberg Jr., an independent director, is the Vice Chairperson of our Board of Directors. Mr. Sauerberg has served as a member of our Board of Directors since April 2012 and as Vice Chairperson since November 2023. We believe Mr. Sauerberg is qualified to serve as Vice Chairperson of our Board of Directors because of his extensive leadership and executive experience.

Our Corporate Governance Guidelines provide that, when the Chairperson of the Board of Directors is a member of management or does not otherwise qualify as independent, the independent directors may elect a “Lead Director.” The responsibilities of the Lead Director include, but are not limited to: presiding over all meetings of the Board of Directors at which the Chairperson is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chairperson. At such times as the Chairperson is an independent director, the Chairperson will serve as lead director. Mr. Habiger is an independent director, and accordingly, the independent directors of our Board of Directors have not designated a Lead Director.

Board of Directors and Committee Meetings and Attendance

Our Board of Directors and its committees meet regularly throughout the year, and also hold special meetings from time to time. During 2025, our Board of Directors met four times, the Audit Committee met four times, the Compensation and Talent Committee met four times, and the Nominating and Corporate Governance Committee met four times.

During 2025, each member of our Board of Directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she was a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.

Executive Sessions

To encourage and enhance communication among non-employee directors, and as required under applicable NYSE rules, our Corporate Governance Guidelines provide that the non-employee directors will meet in executive sessions without non-independent directors or management present on a periodic basis but no less than twice per year. Such executive sessions will be led by independent directors.

Committees of Our Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation and Talent Committee, and a Nominating and Corporate Governance Committee. In accordance with the Governance Agreement and the Certificate of Incorporation, upon Advance’s request, one Advance Designee (as defined below) shall be a member of each committee of our Board of Directors, other than the Audit Committee (or any committee we may establish where the sole purpose of such committee is to address actual or potential conflicts of interest between us and Advance). The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board of Directors that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. Copies of the charters for each committee are available on our Reddit Investor Relations website at investor.redditinc.com. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors.


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Board of Directors and Corporate Governance						Table of Contents

Audit Committee

Our Audit Committee consists of Sarah Farrell, David Habiger, and Robert A. Sauerberg Jr. Mr. Habiger is the Chairperson of our Audit Committee. The composition of our Audit Committee meets the requirements for independence under the rules of the NYSE and Rule 10A-3 of the Exchange Act. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that Mr. Habiger is an “audit committee financial expert” within the meaning of the SEC rules. This designation does not impose on him any duties, obligations, or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board of Directors. Our Audit Committee is directly responsible for, among other things:

•selecting, appointing, compensating, retaining, terminating, and overseeing the work of our independent registered public accounting firm;

•assessing the independence and performance of the independent registered public accounting firm;

•reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the financial statements that we will file with the SEC;

•pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•reviewing policies and practices related to risk assessment and management, including relating to financial, enterprise, cybersecurity and information technology risks, and such other areas as the Audit Committee deems necessary;

•reviewing our accounting and financial reporting policies and practices and accounting controls, as well as compliance with legal and regulatory requirements;

•reviewing, overseeing, approving, or disapproving any related party transactions;

•reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we will file with the SEC; and

•establishing procedures for the confidential and anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters.

Compensation and Talent Committee

Our Compensation and Talent Committee consists of Sarah Farrell, Patricia Fili-Krushel, and Porter Gale. Ms. Fili-Krushel is the Chairperson of our Compensation and Talent Committee. Each of Mses. Farrell, Fili-Krushel, and Gale is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and meets the requirements for independence under the rules of the NYSE. Our Compensation and Talent Committee is responsible for, among other things:

•reviewing and approving the compensation of our executive officers, including reviewing and approving corporate goals and objectives with respect to compensation;

•administering our equity incentive plans;

•reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans;

•reviewing and recommending that our Board of Directors approve the compensation for our non-employee board members;

•reviewing succession plans for senior management positions, including the Chief Executive Officer;

•reviewing and approving the implementation or revision of any compensation recoupment, “clawback,” or similar policy; and

•establishing and reviewing general policies relating to compensation and benefits of our employees.


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Table of Contents						Board of Directors and Corporate Governance

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Steven O. Newhouse, Robert A. Sauerberg Jr., and Michael Seibel. Mr. Newhouse is the Chairperson of our Nominating and Corporate Governance Committee. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under the rules of the NYSE. Our Nominating and Corporate Governance Committee is responsible for, among other things:

•identifying and recommending candidates for membership on our Board of Directors;

•recommending directors to serve on board committees;

•periodically reviewing our Board of Directors leadership structure and recommending any changes to the Board of Directors;

•reviewing and making recommendations to our Board of Directors regarding our Corporate Governance Guidelines;

•overseeing the process of evaluating the performance of our Board of Directors and each committee thereof; and

•assisting our Board of Directors on corporate governance matters.

Compensation and Talent Committee Interlocks and Insider Participation

None of the current members of our Compensation and Talent Committee, or any member that served during the year ended December 31, 2025, is or has been at any time an officer or employee of ours. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation and Talent Committee (or other committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Compensation and Talent Committee or our Board of Directors.

Director Qualifications

With the goal of developing an experienced and highly qualified Board of Directors, the Nominating and Corporate Governance Committee is responsible for recommending qualified candidates to our Board of Directors based on the qualification standards set forth in our Corporate Governance Guidelines and such other criteria as the Board of Directors or the Nominating and Corporate Governance Committee may determine necessary or appropriate in light of applicable SEC and NYSE requirements or other relevant considerations.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board of Directors from time to time, our Board of Directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and NYSE listing requirements and the provisions of our Certificate of Incorporation, the Bylaws, our Corporate Governance Guidelines and the charters of the committees of our Board of Directors. In its evaluation of director candidates, our Nominating and Corporate Governance Committee may consider the current size and composition, organization and governance of our Board of Directors, and the needs of our Board of Directors and its committees. In addition, the Nominating and Corporate Governance Committee may take into consideration many other factors including, among other things, a candidate’s experience in corporate management or as a board member of other companies, including service as an officer or former officer of a publicly held company or on the board of directors of another publicly held company, the candidate’s professional and academic experience relevant to our industry, the strength of the candidate’s leadership skills, the candidate’s experience in finance and accounting and/or executive compensation practices, and whether the candidate has the time required for preparation, participation, and attendance at Board meetings and committee meetings, if applicable. While we have no formal policy regarding board diversity for our Board of Directors as a whole nor for each individual member, the Nominating and Corporate Governance Committee does consider additional factors, areas of expertise, and other individual attributes that contribute to the total diversity of viewpoints and experience represented on the Board of Directors. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.


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Board of Directors and Corporate Governance						Table of Contents

Through the nomination process, the Nominating and Corporate Governance Committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our Board of Directors’ overall effectiveness. The brief biographical descriptions of each director set forth above in the section titled “—Nominees for Director” includes a summary of the individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board of Directors at this time.

Nomination to the Board of Directors

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s charter, our Certificate of Incorporation, our Bylaws, our Corporate Governance Guidelines, and the criteria approved by our Board of Directors regarding director candidate qualifications. In recommending candidates for nomination, the Nominating and Corporate Governance Committee considers candidates recommended by stockholders. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates, as appropriate. In addition, the Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth in the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”

Additionally, in accordance with the Governance Agreement, we are required to include two directors designated by Advance (the “Advance Designees”) in the slate of nominees for election as directors at each applicable annual or special meeting of stockholders. The Advance Designees are Steven O. Newhouse and Robert A. Sauerberg Jr. Subject to certain limitations, Advance will have the exclusive right to replace the Advance Designees and fill any vacancies created by reason of death, removal, or resignation of the Advance Designees. Upon the termination of the Governance Agreement, the term of each Advance Designee will expire and terminate, unless otherwise determined by our Board of Directors. Upon Advance’s request, one Advance Designee shall be a member of each committee of our Board of Directors, other than the Audit Committee or any committee where the sole purpose of such committee is to address actual or potential conflicts of interest between us and Advance. Advance also has the right to designate one nonvoting board observer, subject to such observer entering into an observer agreement setting forth confidentiality and other obligations. Additional information regarding the Governance Agreement is set forth in the section titled “Certain Relationships and Related Party Transactions—Advance Magazine Publishers Inc.”

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of our Board of Directors, or one or more individual members of our Board of Directors (including our Chairman, Vice Chairman, or Lead Independent Director, if any) may do so by emailing corporatesecretary@reddit.com. All stockholder communications we receive that are addressed to our Board of Directors will be reviewed and compiled by our Corporate Secretary and provided to the members of our Board of Directors, as appropriate and in accordance with our internal policies. If the correspondence is not addressed to a particular director, such correspondence will be forwarded, depending on the subject matter, to the chairperson of the Audit Committee, Compensation and Talent Committee, or Nominating and Corporate Governance Committee. Sales materials, and abusive, threatening, or otherwise inappropriate materials and items unrelated to the duties and responsibilities of our Board of Directors, will not be provided to our directors.


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Table of Contents						Board of Directors and Corporate Governance

Board of Directors and Committee Self-Evaluations

Throughout the year, our Board of Directors discusses corporate governance practices with management and third-party advisors to ensure that the Board of Directors and its committees follow practices that are optimal for us and our stockholders. Our Board of Directors conducts an annual self-evaluation for itself and its committees. As part of this process, each member of our Board of Directors fills out a questionnaire prepared by our outside counsel to discuss their assessment of the performance of the Board of Directors and its committees, their own performance, and the performance of fellow members of the Board of Directors. Results from such assessment are aggregated and shared and discussed by our Nominating and Corporate Governance Committee and Board of Directors.

Our Board of Directors evaluation process is used:

•by our Board of Directors and Nominating and Corporate Governance Committee to assess the current composition of our Board of Directors and its committees and make recommendations for the qualifications, expertise, and characteristics we should seek in identifying potential new directors;

•by our Board of Directors and Nominating and Corporate Governance Committee to identify the strengths and areas of opportunity of each member of our Board of Directors and to provide insight into how each member of our Board of Directors can be most valuable;

•to improve agenda topics of the Board of Directors and its committees so that information they receive enables them to effectively address the issues they consider most critical; and

•by our Nominating and Corporate Governance Committee as part of its annual review of each director’s performance when considering whether to nominate the director for re-election to the Board of Directors.

Board Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we invite and encourage, but do not require, each member of our Board of Directors to attend. Last year, seven of the eight directors serving at the time of the 2025 annual meeting of stockholders attended that meeting.

Our Board of Directors’ Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board of Directors at regular board meetings as part of management presentations that focus on particular business functions, operations, or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through our Board of Directors as a whole, as well as through various standing committees of our Board of Directors that address risks inherent in their respective areas of oversight. While our Board of Directors is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial, legal and regulatory, and cybersecurity and information technology risk exposures and our risk exposures in other areas, as well as the steps our management has taken to monitor and control these exposures. The Audit Committee also approves or disapproves any related party transactions. Our Compensation and Talent Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines.


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Cybersecurity Risk Oversight

Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Security Officer (“CISO”), internal security staff, or external experts as part of the Board of Directors’ continuing education on topics that impact public companies.

Our CISO, Fredrick Lee, has over twenty years of experience in information security, engineering, and other technology-related roles. Mr. Lee currently oversees Reddit’s Security, Privacy, Assurance, Corporate Engineering (“SPACE”) team, which is responsible for assessing and managing our material risks from cybersecurity threats. Our SPACE team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our SPACE team has a strong foundation of expertise, developed over years of experience in cybersecurity and engineering across diverse industries, including technology.

Our SPACE team supervises efforts to prevent, detect, mitigate, remediate, and appropriately report cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

Oversight of Corporate Strategy

Our Board of Directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, and risk management. At its regularly scheduled meetings and throughout the year, our Board of Directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. Our Board of Directors’ diverse skill set and experience enhances its ability to support management in the execution and evaluation of our corporate strategy.

Management Succession Planning

Our Board of Directors recognizes that one of its most important duties is its oversight of succession planning for our senior management positions, including our Chief Executive Officer. On an annual basis, the Compensation and Talent Committee works with management to evaluate Reddit’s senior management succession plans and reports to the Board of Directors on these succession plans. Our succession planning covers identification of internal and external candidates, and professional and leadership plans for internal candidates. The criteria used by the Compensation and Talent Committee and Board of Directors to evaluate candidates includes consideration of strategic vision, organizational and operational needs, competitive challenges, and leadership and management potential.


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Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to encourage effective policy and decision making at the Board of Directors level. Our Corporate Governance Guidelines address items such as responsibilities for directors, director independence standards, board committee structure and functions, and other matters related to the governance of Reddit. Our Nominating and Corporate Governance Committee reviews the Corporate Governance Guidelines periodically, and changes are recommended to our Board of Directors as warranted. Our Corporate Governance Guidelines are available on our Investor Relations website at investor.redditinc.com.

Business Ethics Policy

Our Board of Directors has adopted a Business Ethics Policy that applies to all of our officers, employees, contingent workers, consultants, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Business Ethics Policy is posted on the investor relations section of our website at investor.redditinc.com. We intend to disclose future amendments to certain portions of our Business Ethics Policy or waivers of such provisions granted to executive officers and directors on the same website, as permitted under applicable rules of NYSE and the SEC.

Stock Ownership Guidelines

To further align the interests of our non-employee directors with those of our stockholders, our Board of Directors has adopted minimum stock ownership guidelines applicable to our non-employee directors. Under our guidelines, each non-employee director is required to accumulate and maintain holdings of our shares with a value equal to five times the annual fee payable for service on the Board of Directors, not including committee membership or chairperson retainers (the “Minimum Ownership Threshold”). The current Minimum Ownership Threshold is $300,000. For non-employee directors who were serving on the Board of Directors as of March 20, 2024, compliance with the minimum stock ownership guidelines is required by December 31, 2029. For directors elected or appointed after March 20, 2024, compliance with the minimum stock ownership guidelines is required by December 31 of the year in which the fifth anniversary of such director’s appointment or election occurs.

Corporate Responsibility

We believe that corporate responsibility initiatives are important to our business and in creating value for our stockholders and wider stakeholder group. Our Board of Directors and management are committed to these initiatives and believe these efforts will benefit our employees, Redditors, partners, and communities.

Culture and Engagement

We invest in our employees’ career growth through competitive pay and benefits, as well as development and training. Some highlights of our commitment to our employees’ sense of satisfaction and professional growth include:

•Competitive pay and benefits. We conduct an annual market review to ensure our compensation remains in line with our competitive compensation philosophy.

•Employee development and training. We have made meaningful investments in learning and development, including offering professional development funds and employee resource groups. We invest in employee development and training as we believe our people and culture are key drivers of business success.


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Governance

We are committed to sound corporate governance policies and practices demonstrating the highest standards of business ethics. Some highlights of our corporate governance practices include:

•Independent Board of Directors. Seven out of our eight nominees for election to our Board of Directors at the Annual Meeting, including our Chairperson, Mr. Habiger, and our Vice Chairperson, Mr. Sauerberg, are independent for purposes of their service on the Board of Directors and the committees on which they serve, as set forth under the applicable rules, regulations, and listing standards of NYSE and the applicable rules and regulations promulgated by the SEC.

•Declassified Board. Our Board of Directors is declassified, and directors are elected on an annual basis.

Non-Employee Director Compensation Arrangements

Our Compensation and Talent Committee, after considering the information, analysis, and recommendation provided by our independent compensation consultant, Pearl Meyer & Partners LLC (“Pearl Meyer”), including data regarding compensation paid to non-employee directors by companies in our compensation peer group (as described in the section titled “Compensation Discussion and Analysis—Our Compensation-Setting Process—Use of Comparative Market Data”), evaluates the appropriate level and form of compensation for non-employee members of our Board of Directors and recommends changes to our Board of Directors when appropriate. We do not pay management directors for service on our Board of Directors.

In February 2022, we adopted the Non-Employee Director Compensation Program (the “Director Compensation Program”) pursuant to which our non-employee directors are eligible to receive cash compensation and equity awards in the form of restricted stock units (“RSUs”) for service on our Board of Directors. Our Director Compensation Program was most recently amended and restated in February 2026 to increase the annual RSU grant (as described below) from $250,000 to $260,000.

Annual Retainers. Under the Director Compensation Program, our non-employee directors are eligible to receive cash compensation as follows:

•Each non-employee director receives an annual cash retainer in the amount of $60,000.

•The non-employee Chairperson of our Board of Directors receives additional cash compensation in the amount of $100,000 per year for service as the Chairperson of our Board of Directors.

•The non-employee Vice Chairperson of our Board of Directors receives additional cash compensation in the amount of $50,000 per year for service as the Vice Chairperson of our Board of Directors.

•The chair of the Audit Committee receives additional cash compensation in the amount of $25,000 per year for service on the Audit Committee.

•Each member of the Audit Committee other than the chair receives additional cash compensation in the amount of $12,500 per year for service on the Audit Committee.

•The chair of the Compensation and Talent Committee receives additional cash compensation in the amount of $20,000 per year for service on the Compensation and Talent Committee.

•Each member of the Compensation and Talent Committee other than the chair receives additional cash compensation in the amount of $10,000 per year for service on the Compensation and Talent Committee.

•The chair of the Nominating and Corporate Governance Committee receives additional cash compensation in the amount of $15,000 per year for service on the Nominating and Corporate Governance Committee.

•Each member of the Nominating and Corporate Governance Committee other than the chair receives additional cash compensation in the amount of $7,500 per year for service on the Nominating and Corporate Governance Committee.


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Table of Contents						Board of Directors and Corporate Governance

All annual cash retainers are paid quarterly in arrears promptly following the end of the applicable quarter, and will be prorated based on months of service for any non-employee directors appointed or elected to the Board of Directors or one of its committees between the annual meeting of stockholders.

Election to Receive RSUs in Lieu of Annual Retainers. Each non-employee director may elect to receive all or a portion of their annual cash retainers in the form of RSUs under our 2024 Incentive Award Plan (the “2024 Plan”). Elections to convert annual cash retainers into RSUs must generally be made on or prior to December 31 of the year prior to the year in which the annual cash retainers are earned, or such earlier deadline as established by our Board of Directors or Compensation and Talent Committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments earned in the same calendar year into RSUs, provided that the election is made on or prior to the date the individual becomes a non-employee director. RSUs granted in lieu of the annual cash retainers will be fully vested on the grant date, and the number of RSUs will be determined by dividing the amount of the cash retainers that would otherwise be paid by the average closing trading price of our Class A common stock over the 60 trading days preceding the grant date.

Annual RSU Grant. Each non-employee director who is serving immediately before and continues to serve immediately after each annual meeting of stockholders will automatically be granted, on the date of the annual meeting of stockholders, an award of a number of RSUs calculated by dividing (a) $260,000 (prorated based on months of service for any non-employee directors appointed or elected to the Board of Directors between the annual meeting of stockholders) by (b) the average closing trading price of a share of our Class A common stock over the 60 trading days preceding the grant date. Each annual award will fully vest on the earlier of (i) the first anniversary of the grant date, and (ii) immediately before our annual stockholder’s meeting following the grant date, subject to continued service with us through the applicable vesting date.

In addition, the Director Compensation Program provides that non-employee directors may elect to defer the issuance of shares underlying vested RSUs granted to them in lieu of their annual retainers or as part of their annual RSU grant, provided that the election is made (i) on or prior to the date that the individual becomes a non-employee director or (ii) no later than December 31 of the year prior to the year in which the RSUs are earned, or such earlier deadline as may be established by the Board of Directors or the Compensation and Talent Committee. The deferred shares will be settled in a single lump sum of shares upon the earliest to occur of a “change in control event” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the director’s “separation of service” as defined under Section 409A of the Code, or death.

Each award of RSUs, along with any other equity-based awards held by any non-employee director that is subject to vesting, will fully vest upon a change in control of Reddit.

2025 Director Compensation

The following table provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2025, other than Mr. Huffman, our Chief Executive Officer. Mr. Huffman is not included in the table below as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Huffman as an employee is set forth in the section titled “Executive Compensation” below.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)	Total ($)

Sarah Farrell	82,500	268,556	351,056
Patricia Fili-Krushel	80,000	268,556	348,556
Porter Gale	70,000	268,556	338,556
David Habiger	185,000	268,556	453,556
Steven O. Newhouse	75,000	268,556	343,556
Robert A. Sauerberg Jr.	130,000	268,556	398,556
Michael Seibel	67,500	268,556	336,056


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1Unless a director elected to receive payment in RSUs in lieu of cash pursuant to the Director Compensation Program, the amount shown reflects the annual cash retainer for such director’s service as a member of our Board of Directors and, if applicable, chair of our Audit Committee, Compensation and Talent Committee, or Nominating and Corporate Governance Committee, membership on our Audit Committee, Compensation and Talent Committee, or Nominating and Corporate Governance Committee, or as Chairman or Vice Chairman of our Board of Directors, in each case prorated as applicable based on term of service. Ms. Farrell, Ms. Fili-Krushel, Ms. Gale, Mr. Habiger, Mr. Newhouse, and Mr. Seibel each elected RSUs in lieu of cash and were awarded (i) 486, (ii) 481, (iii) 420, (iv) 1,279, (v) 451, and (vi) 405 RSUs, respectively.

2The amounts reported in this column represent the aggregate grant date fair value of RSUs for Class A common stock granted to directors in 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“ASC 718”). These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. The grant date fair value of RSUs is equal to the closing price of our Class A common stock on the NYSE on the grant date.

3The following table sets forth information on (a) the aggregate number of shares of our Class A common stock underlying outstanding option awards (exercisable and unexercisable) held by our non-employee directors as of December 31, 2025 and (b) the aggregate number of RSUs held by our non-employee directors as of December 31, 2025:


	Stock Awards		Option Awards
Name	Number of Shares Underlying RSUs Granted in the Year Ended December 31, 2025 (#)	Number of Shares Underlying Unvested RSUs Held as of December 31, 2025 (#)(4)	Number of Shares Underlying Stock Options Granted in the Year Ended December 31, 2025 (#)	Number of Shares Underlying Unexercised Stock Options (Exerciseable and Unexercisable) Held as of December 31, 2025 (#)

Sarah Farrell	2,676	2,285	—	—
Patricia Fili-Krushel	2,673(5)	2,285	—	—
Porter Gale	2,624	2,285	—	—
David Habiger	3,347	2,285	—	—
Steven O. Newhouse	2,649(5)	2,285	—	—
Robert A. Sauerberg Jr.	2,285(5)	2,285	—	—
Michael Seibel	2,612	2,285	—	70,000

4Consists of RSUs granted on June 9, 2025, which will fully vest on the earlier of June 9, 2026, or the date of Reddit’s 2026 Annual Meeting of Stockholders, subject to the non-employee director’s continued service through the vesting date. All 2,285 shares underlying these RSUs remain outstanding and subject to the terms of the applicable RSU award.

5Under the terms of our Director Compensation Program, the director elected to defer the issuance of the shares of Class A common stock underlying these RSUs.


Reddit, Inc.			18			2026 Proxy Statement


Table of Contents

Proposal No. 1:

Election of Directors

Our Board of Directors currently consists of eight directors. Pursuant to the terms of our Certificate of Incorporation, all directors will be elected for annual terms following the expiration of their current terms.

Nominees for Director

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of Steven Huffman, Sarah Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg Jr., and Michael Seibel be elected at the Annual Meeting with each to serve for a one-year term expiring at our 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Upon the termination of the Governance Agreement, the term of each Advance Designee that is then serving as a director on our Board of Directors will expire and terminate, unless otherwise determined by our Board of Directors. Subject to certain limitations, Advance will have the exclusive right to replace the Advance Designees and fill any vacancies created by reason of death, removal, or resignation of the Advance Designees. Each of the director nominees is a current director of our Board of Directors. For more information concerning the nominees, see the section titled “Board of Directors and Corporate Governance—Nominees for Director.”

If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than eight directors. Stockholders may not cumulate votes for the election of directors.

Vote Required

The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon which means that the eight individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will be elected. Withhold votes and broker non-votes will have no effect on the outcome of this proposal. See the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional information.


VOTE

Our Board of Directors recommends that you vote “FOR ALL” nominees in the election of each of the eight director nominees.


Reddit, Inc.			19			2026 Proxy Statement


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Proposal No. 2:

Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has selected KPMG LLP (“KPMG”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2026. KPMG has served as our independent registered public accounting firm since 2019. At the Annual Meeting, our stockholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2026. Although not required by applicable law or listing rules, our Audit Committee is submitting the appointment of KPMG to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of KPMG will be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting, if they desire to do so, and to respond to appropriate questions. Notwithstanding the appointment of KPMG, and even if our stockholders ratify the appointment, our Audit Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our year ending December 31, 2026 if our Audit Committee believes that such a change would be in the best interests of us and our stockholders.

In the event that KPMG is not ratified by our stockholders, the Audit Committee may reconsider its selection of KPMG as our independent registered public accounting firm.

Independent Registered Public Accounting Firm Fees and Services

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our Audit Committee. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for our audit.

In addition to performing the audit of our consolidated financial statements, KPMG provided various other services during the years ended December 31, 2024 and 2025. Our Audit Committee has determined that KPMG’s provision of these services, which are described below, does not impair KPMG’s independence from us. During the years ended December 31, 2024 and 2025, fees for services provided by KPMG were as follows (in thousands):


	2024 ($)	2025 ($)

Audit fees(1)	2,883	2,189
Audit-related fees(2)	150	—
Tax fees(3)	310	28
All other fees(4)	—	—
Total fees	3,342	2,217


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Table of Contents						Proposal No . 2

1“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; audit services related to our subsidiaries in connection with certain statutory filings; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and services provided in connection with our initial public offering such as a review of documents filed with the SEC, including our registration statement on Form S-1 related to our initial public offering in March 2024; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).

2“Audit-related fees” primarily consists of fees incurred for assurance and related services that were reasonably related to the performance of the audit or review of our consolidated financial statements and which were not reported above under “Audit Fees.”

3“Tax fees” include fees for tax compliance, planning, and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits.

4“All other fees” include fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our Audit Committee is required to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above for 2024 and 2025 were approved in accordance with our Audit Committee’s policy.

Vote Required

The ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2026 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes), present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon, that are voted “FOR” or “AGAINST” the proposal. Abstentions will have no effect on the outcome of this proposal. Brokers will have discretionary authority to vote on this proposal since it is a “routine” matter, and, accordingly, there will not be any broker non-votes on this proposal. See the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional information.


VOTE

Our Board of Directors recommends that you vote “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2026.


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Proposal No. 3:
Advisory Vote on the Compensation of Our Named Executive Officers

In accordance with the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our Named Executive Officers. This non-binding advisory vote is commonly referred to as a “say on pay” vote and gives our stockholders the opportunity to express their views on our Named Executive Officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific Named Executive Officer, but rather the overall compensation of all of our Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement.

Stockholders are urged to read the section titled “Executive Compensation,” which discusses how our executive compensation policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our Named Executive Officers. Our Compensation and Talent Committee and Board of Directors believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the Named Executive Officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation and Talent Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

Vote Required

The approval, on an advisory basis, of the compensation of our Named Executive Officers requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes), present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon, that are voted “FOR” or “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. See the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional information.


VOTE

Our Board of Directors recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers.


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Table of Contents

Executive Officers

The following sets forth certain information regarding our executive officers as of March 31, 2026. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors.


Name	Age	Position

Steven Huffman	42	Chief Executive Officer, President, and Director
Jennifer Wong	51	Chief Operating Officer
Andrew Vollero	60	Chief Financial Officer
Christopher Slowe, Ph.D.(1)	47	Chief Technology Officer
Benjamin Lee	59	Chief Legal Officer and Corporate Secretary

1On April 20, 2026, Dr. Slowe transitioned from his role as our Chief Technology Officer to a Senior Technical Fellow, following which he is no longer considered an executive officer.

Steven Huffman’s biography is set forth above in the section titled “Board of Directors and Corporate Governance-Nominees for Director.”

Jennifer Wong

Jennifer Wong has served as our Chief Operating Officer since April 2018. Prior to joining Reddit, Ms. Wong was the Chief Operating Officer and President of Digital at Time Inc., a mass media company, from January 2016 to February 2018. Ms. Wong also served as Chief Business Officer at POPSUGAR Inc., a media and technology company, from September 2011 to December 2015. She has served on the boards of directors of Capital One Financial Corp., a banking and financial services company, since May 2025; IMAX Corporation, a technology and entertainment company, since March 2023; Discover Financial Services, a banking and financial services company, from July 2019 to May 2025; and Marfeel Solutions, S.L., an advertising and marketing technology platform, since January 2016. She also worked as an Associate Partner at McKinsey & Company, a management consulting firm. Ms. Wong received a Master of Business Administration from Harvard Business School, a Master of Science in Engineering Economic Systems & Operations from Stanford University, and a Bachelor of Science in Applied Mathematics from Yale University.


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Andrew Vollero

Andrew Vollero has served as our Chief Financial Officer since March 2021. Prior to joining Reddit, he served as Chief Financial Officer at Allied Universal, a provider of security, technological, and professional services, from October 2018 to March 2021. From August 2015 to May 2018, Mr. Vollero served as the first Chief Financial Officer of Snap Inc., a camera and social media company. From September 2000 to August 2015, Mr. Vollero was employed at Mattel, Inc., a toy manufacturer, where he served as the Senior Vice President, Corporate Strategy, Development & Investor Relations from September 2005 to August 2015 and Division Chief Financial Officer, Senior Vice President, Finance and Strategy from September 2000 to September 2005. Mr. Vollero worked for PepsiCo and Yum Brands in various financial and operational roles from 1991 to 2000. Mr. Vollero has served as a member of the board of directors of Trade Desk, Inc., a global technology company focused on the digital advertising space, since April 2026. Mr. Vollero received a Master of Science in Management from Oxford University and a Bachelor of Arts in Mathematics and Economics from Yale University.

Christopher Slowe

Christopher Slowe, Ph.D., is our founding engineer and has served as a Senior Technical Fellow since April 2026, after serving as our Chief Technology Officer from May 2017 to April 2026, and serving as our Director of Engineering from January 2016 to May 2017. Prior to returning to Reddit in December 2015, Dr. Slowe served as the Chief Scientist at Hipmunk from November 2010 to December 2015. From September 2005 to November 2010, Dr. Slowe held a variety of engineering leadership roles at Reddit. Dr. Slowe received a Ph.D. in Physics and a Bachelor of Arts in Physics and Math from Harvard University.

Benjamin Lee

Benjamin Lee has served as our Chief Legal Officer since March 2022 and as our Corporate Secretary since October 2019. He previously served as our Executive Vice President of Legal and General Counsel from September 2019 to March 2022. Prior to joining Reddit, Mr. Lee served as General Counsel at Plaid Inc., a fintech company, from January 2018 to September 2019, and as Deputy General Counsel, Product at Airbnb, Inc., an online marketplace for travel and lodging rentals, from October 2016 to January 2018. From 2010 to 2016, Mr. Lee worked at Twitter, Inc., a social media company, where he served as Vice President of Legal and Deputy General Counsel. Mr. Lee has also held various roles at Google Inc., a technology company, NEC Laboratories America, a technological research company, and AT&T Corp., a telecommunications provider, and he has taught as an adjunct professor at Seton Hall University School of Law. He has also worked at the law firm White & Case, LLP, as well as at the Legal Aid Society. Mr. Lee received a Juris Doctor from Columbia Law School and a Bachelor of Science in Physics and Economics from Yale University.


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Table of Contents

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of our compensation program for our principal executive officer, our principal financial officer and our three most highly compensated executive officers (other than our principal executive officer and principal financial officer) during the year ended December 31, 2025. We refer to these individuals as our “Named Executive Officers”:


Steven Huffman			Chief Executive Officer, President, and Director
Jennifer Wong			Chief Operating Officer
Andrew Vollero			Chief Financial Officer
Christopher Slowe, Ph.D.(1)			Chief Technology Officer
Benjamin Lee			Chief Legal Officer and Corporate Secretary

1On April 20, 2026, Dr. Slowe transitioned from his role as our Chief Technology Officer to a Senior Technical Fellow, following which he is no longer considered an executive officer.

2025 Highlights

2025 was another breakout year for Reddit. We surpassed bold targets, built real momentum across our business, and proved our unique community model can scale. We crossed $2.2 billion in revenue and welcomed over 121 million daily active uniques (“DAUq”) to our platform globally—continuously adding to our longstanding and constantly evolving human archive of information. As more content online is synthesized, summarized, and sanitized with the help of artificial intelligence, Reddit stands out as the most human place on the internet. People are seeking real community, lived experience, and trusted opinions. That is Reddit’s differentiator.

We have continued to focus on building a seamless user experience for creating, contributing to, and discovering communities. In 2025, we began integrating Reddit Answers, our AI-powered conversational search tool, into Reddit’s core search experience to further streamline the path from question to answer and help people find their home on Reddit. As of December 31, 2025, machine translation is live in 35 languages and approximately one billion posts have been translated in various languages, enabling international users to participate in their favorite communities and find the information they seek.

Reddit conversations sit at the intersection of interests and intent, giving brands a place to authentically connect with their audiences. In 2025, we continued to expand our ad platform capabilities, enabling more ways for brands and businesses to grow on Reddit. For example, we expanded access to our shopping solution, Dynamic Product Ads, which allows advertisers to create ads directly from their product catalog and promote their products in the very conversations where Redditors are deciding what to buy.

In 2026, we are focused on making Reddit faster, more relevant, and more accessible to everyone, everywhere. A big part of this effort is improving onboarding and feed relevancy—using AI and machine learning to make Reddit feel more personalized and useful from the second you open the app. These are high-impact investments that help shape how new users experience Reddit and how often they return. The work ahead is ambitious, and that is by design. We have the right team and a clear roadmap, and are well-positioned for Reddit’s future.


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Compensation Policies and Practices

Our Compensation and Talent Committee regularly reviews best practices in executive compensation and evaluates our executive compensation program on at least an annual basis to ensure that it is consistent with our near-term and long-term goals. The following highlights aspects of our executive compensation policies and practices:


What We Do						What We Don’t Do

•Maintain an independent and experienced Compensation and Talent Committee						•No pension plans or supplemental executive retirement plans
•Maintain an independent compensation consultant						•No hedging or pledging of our stock per the terms of our Insider Trading Compliance Policy and Procedures
•Provide a significant portion of performance-based or variable compensation that is not guaranteed						•No discounted stock option awards
•Pay-for-performance philosophy and culture						•No excessive perquisites
•Regularly assess risks of our compensation program						•No excise tax gross-ups
•Emphasize long-term equity compensation
•Double-trigger change in control agreements
•Maintain a compensation recovery policy to ensure accountability

Our Compensation Philosophy and Objectives

Our compensation philosophy is to provide a competitive compensation package that allows us to attract, retain, and incentivize talented individuals who we believe will enable us to achieve our near-term and long-term strategic objectives, while simultaneously creating long-term value for our stockholders. Consistent with our philosophy, our executive compensation program is designed to achieve the following objectives:

•attract, retain, and motivate talented executive officers whose skills, experience, and performance are critical to our long-term success and achievement of our financial and strategic objectives;

•align compensation incentives to Reddit’s financial performance and the interests of our stockholders, while also considering macroeconomic trends in the technology industry;

•reward our executive officers for their experience and performance and motivate them to achieve our long-term strategic goals; and

•ensure that our total compensation is fair, reasonable, equitable within Reddit, and competitive in comparison to the practices of comparable publicly held companies.

We believe our executive compensation program, as developed and implemented and as presented in this Proxy Statement, achieves these objectives.


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Our Compensation-Setting Process

Role of the Board of Directors and the Compensation and Talent Committee

Our Compensation and Talent Committee, which acts on behalf of the Board of Directors, has the overall responsibility for overseeing our compensation and benefits policies and practices applicable to all our employees as well as all aspects of our executive compensation programs, including executive salaries, payouts under any bonus plans, the size and structure of equity awards, and any executive perquisites. In carrying out its responsibilities, our Compensation and Talent Committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, assesses internal pay equity and the practices of comparable publicly held companies, considers the recommendations of its independent compensation consultant, and reviews Reddit’s financial performance and the performance of our Named Executive Officers when making decisions about their compensation.

The Compensation and Talent Committee approves the compensation of our Named Executive Officers, and makes recommendations to the Board of Directors regarding grants of equity to the Chief Executive Officer and Chief Operating Officer. The Compensation and Talent Committee regularly reports to the Board of Directors regarding its activities.

Role of Management

In discharging its responsibilities, the Compensation and Talent Committee works with members of our management, including our Chief Executive Officer. Our management assists the Compensation and Talent Committee by providing information on corporate and individual performance, as well as management’s perspective on compensation matters. The Compensation and Talent Committee solicits and reviews our Chief Executive Officer’s proposals with respect to program structures, as well as our Chief Executive Officer’s recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our Named Executive Officers (except with respect to his own compensation) based on our Chief Executive Officer’s evaluation of their performance for the prior year.

At the beginning of each year, our Chief Executive Officer reviews the performance of our other Named Executive Officers based on their overall performance and their performance against business objectives established for them for the prior year, and then he shares these evaluations with, and makes recommendations to, the Compensation and Talent Committee for each element of compensation as described above. The annual business objectives for each Named Executive Officer are developed through mutual discussion and agreement between our Chief Executive Officer and our other Named Executive Officers and are also reviewed with our Board of Directors.

The Compensation and Talent Committee reviews and discusses our Chief Executive Officer’s recommendations and considers them as one factor in determining and approving our Named Executive Officers’ compensation. Our Chief Executive Officer also attends meetings of our Board of Directors and the Compensation and Talent Committee at which executive compensation matters are addressed, except for discussions involving his own compensation.

Role of Compensation Consultant

Pursuant to its charter, the Compensation and Talent Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. The Compensation and Talent Committee has retained the services of Pearl Meyer as its independent compensation consultant. Pearl Meyer supports the Compensation and Talent Committee by providing guidance regarding the amount and types of compensation that we provide to our Named Executive Officers, how our compensation practices compare to the compensation practices of our compensation peer group (or other similarly situated technology companies), and other compensation-related matters. Pearl Meyer reports directly to the Compensation and Talent Committee, although Pearl Meyer may meet with members of management for the purposes of gathering information on proposals that management may make to the Compensation and Talent Committee.


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The Compensation and Talent Committee has the sole authority to engage and terminate Pearl Meyer’s services, as well as to approve its compensation. Pearl Meyer makes recommendations to the Compensation and Talent Committee, but has no authority to make compensation decisions on behalf of the Compensation and Talent Committee or us. During 2025, Pearl Meyer reported to the Compensation and Talent Committee and had direct access to the chairperson and the other members of the Compensation and Talent Committee. Beyond data and advice related to director and executive compensation matters, Pearl Meyer did not provide other services to us in 2025.

The Compensation and Talent Committee conducted a specific review of its relationship with Pearl Meyer in 2025 and determined that Pearl Meyer’s work for the Compensation and Talent Committee did not raise any conflicts of interest. Pearl Meyer’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and the NYSE.

Use of Comparative Market Data

When considering executive compensation decisions, the Compensation and Talent Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies, especially to understand the demand and competitiveness for attracting and retaining an individual with each Named Executive Officer’s specific expertise and experience. The Compensation and Talent Committee assessed the competitiveness of each element of the Named Executive Officers’ total direct compensation against the compensation peer group, as discussed below. This is one factor that the Compensation and Talent Committee and Board of Directors considers when it sets pay levels for the Named Executive Officers.

In developing this compensation peer group, the Compensation and Talent Committee engaged Pearl Meyer to assist in its review and considered several factors, including, but not limited to:

•Actual experience in the talent market (e.g., companies from which we source and potentially lose executive talent);

•Scale and complexity (primarily revenue and market capitalization); and

•Business fit (e.g., comparably sized high-growth technology companies).

Based on these factors and the recommendation of Pearl Meyer, the Compensation and Talent Committee selected the following peer group for 2025. The peer group was updated from 2024 to remove certain companies that no longer fit our screening criteria and to add companies more similar to ours in terms of scale and industry. In consultation with Pearl Meyer, the Compensation and Talent Committee removed Bumble, ElasticSearch, Etsy, Lyft, Nextdoor, Sprout Social, Squarespace (which was acquired), and ZoomInfo Technologies from our compensation peer group, and it added Cloudflare, Robinhood Markets, The Trade Desk, and Zoom Communications. The compensation peer group is reviewed and approved by the Compensation and Talent Committee annually:


AppLovin	Pinterest	Twilio
Cloudflare	Robinhood Markets	Unity Software
Dropbox	Roblox	Zillow Group
IAC	Roku	Zoom Communications
Match Group	Snap
Nutanix	The Trade Desk

While we do not establish compensation levels solely based on a review of competitive data and do not directly tie any pay elements to particular benchmarks within our peer group, we believe market data (including executive and director pay levels, program structure, equity awards, and other benefits structures) is a meaningful input to our compensation policies and practices to attract and retain qualified executive officers.


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Compensation Risk Oversight and Assessment

Our Compensation and Talent Committee reviews and discusses with management the risks arising from our compensation philosophy and practices generally applicable to our employees, including our Named Executive Officers, to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. Based on conversations with management and Pearl Meyer’s review, the Compensation and Talent Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse impact on us.

Elements of Compensation

Our executive compensation program is designed to attract and retain talented executive officers, as well as to align their interests with the interests of our stockholders. We offer competitive base salaries, and deploy an annual performance-based cash bonus program and grant equity awards that vest over a one-year period as the primary pay-for-performance and incentive vehicles. Our executive equity program serves to link our executives’ long-term compensation outcomes to our performance and therefore to the interests of our stockholders over time.

Annual Base Salaries

We use base salary to provide a fixed and stable amount of cash compensation for our Named Executive Officers for performing their ongoing responsibilities.

The Compensation and Talent Committee consults with members of management on and approves the initial base salaries for Named Executive Officers, taking into account the individual’s position, qualifications, experience, competitive market data, and the base salaries of our other Named Executive Officers. The Compensation and Talent Committee also reviews the base salaries of our Named Executive Officers each year as part of its annual compensation review, with input from our CEO (except with respect to his own base salary) and Pearl Meyer, and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion, target total direct compensation opportunity, and market conditions.

In February 2025, the Compensation and Talent Committee reviewed the annual base salaries of our Named Executive Officers, considering a competitive market analysis prepared by Pearl Meyer and the recommendations of our CEO (except with respect to his own base salary), as well as other factors, including those listed above. Based on such consideration, the Compensation and Talent Committee determined to increase the 2025 base salaries for our Named Executive Officers as set forth below.

The following table sets forth 2024 and 2025 base salary rates for each of our Named Executive Officers.


Named Executive Officer	Position	2024 Base Salary ($)	2025 Base Salary ($)	Percentage Adjustment (%)

Steven Huffman	Chief Executive Officer, President, and Director	550,000	569,250	3.5
Jennifer Wong	Chief Operating Officer	650,000	672,750	3.5
Andrew Vollero	Chief Financial Officer	647,700	670,400	3.5
Christopher Slowe, Ph.D.	Chief Technology Officer	500,000	517,500	3.5
Benjamin Lee	Chief Legal Officer and Corporate Secretary	430,300	445,400	3.5


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Annual Cash Performance Bonuses

Historically, we have provided our executive officers with short-term, performance-based annual incentives through our annual performance-based cash bonus program. We believe that annual incentives:

•align the focused, short-term interests of us, our executives, and our investors;

•drive us to achieve and exceed financial, strategic and other corporate goals;

•attract and retain the top talent in the industry; and

•recognize and reward individuals for contributing to success.

2025 Cash Performance Bonus Incentive Opportunity

Our Compensation and Talent Committee and Board of Directors may adjust the target bonus opportunities of our Named Executive Officers from time to time in their discretion. In February 2025, the Compensation and Talent Committee reviewed the bonus incentive opportunity for 2025 of our Named Executive Officers, after considering a competitive market analysis prepared by Pearl Meyer. Based on such consideration, the Compensation and Talent Committee decided to keep the target annual bonus opportunity for 2025 unchanged from 2024 for each of the Named Executive Officers with the exception of Mr. Huffman, whose target annual bonus opportunity was increased from 125% in 2024 to 150% in 2025 to align with market benchmarks. We believe the allocation of cash compensation between base salary and target annual bonus opportunity for each Named Executive Officer provides the right mix of stable and variable pay in light of each Named Executive Officer’s role and their ability to affect our short-term corporate metrics. The compensation of Mr. Huffman, as our Chief Executive Officer, is weighted more heavily towards the annual target bonus (which comprises more than half of his total target cash compensation) because he has a greater ability to influence corporate strategy.

The following table sets forth the 2024 and 2025 target annual bonus opportunities for each of our Named Executive Officers.


Named Executive Officer	2024 Target Bonus Opportunity as Percentage of Salary (%)	2025 Target Bonus Opportunity as Percentage of Salary (%)	2025 Target Bonus Opportunity ($)

Steven Huffman	125	150	853,875
Jennifer Wong	75	75	504,563
Andrew Vollero	60	60	402,240
Christopher Slowe, Ph.D.	60	60	310,500
Benjamin Lee	60	60	267,240


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2025 Bonus Plan Pool Funding and Targets

The Compensation and Talent Committee based bonus funding in 2025 on key metrics relating to DAUq, revenue, and Adjusted EBITDA, as set forth below. The same performance metrics were used for our 2024 annual performance-based cash bonus plan. The Compensation and Talent Committee and our Board of Directors selected these metrics because they believe achievement of such metrics will best position us to grow long-term stockholder value, through an increase in our user base, user engagement, revenue, and business performance.


Metric	Weight (%)	2025 Threshold (50% Payout) (in millions)	2025 Target (100% Payout) (in millions)	2025 Maximum (225% Payout) (in millions)	2025 Results (in millions)	Resulting 2025 Payout (%)(1)

DAUq(2)	40	119.0	124.0	136.5	121.4	30
Revenue	40	$1,760	$1,850	$2,080	$2,203	90
Adjusted EBITDA(3)	20	$528	$575	$690	$845	45
Total						165

1The resulting payout for performance metric results between the threshold, target, and maximum levels are calculated on a pro-rata basis. For example, DAUq achievement of approximately 75% multiplied by its 40% weight equals the 30% resulting payout.

2We define a DAUq as a user whom we can identify with a unique identifier who has visited a page on the Reddit website, www.reddit.com, or opened a Reddit application at least once during a 24-hour period. For additional information related to how we calculate DAUq, see page 54 of our Annual Report.

3We define Adjusted EBITDA as net income (loss) excluding interest (income) expense, net, income tax expense (benefit), depreciation and amortization, stock-based compensation expense and related taxes, other (income) expense, net, and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. For a discussion of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, see page 58 of our Annual Report.

Key metric performance resulted in overall corporate bonus funding of 165% for 2025. In February 2026, our Compensation and Talent Committee approved the following bonus payouts based on corporate performance to each Named Executive Officer for 2025:


Name	2025 Target Bonus Opportunity ($)	Percent of Target Bonus (%)	2025 Bonus Payout ($)

Steven Huffman	853,875	165	1,405,478
Jennifer Wong	504,563	165	830,510
Andrew Vollero	402,240	165	662,087
Christopher Slowe, Ph.D.	310,500	165	511,083
Benjamin Lee	267,240	165	439,877


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Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

A significant portion of executive pay is delivered as long-term incentives (equity awards), which are designed to align executive officers’ interests with stockholder interests, promote retention through the reward of long-term company performance, and encourage ownership in Reddit’s stock. We have granted stock options and RSUs to our employees, including our Named Executive Officers, in order to attract and retain them, as well as to align their interests with the interests of our stockholders. The magnitudes of equity awards granted to our Named Executive Officers are based on a review of market data from our peer group, and take into account individual executive performance and existing equity awards, with a goal of providing a competitive market position and incentives for our executives to maintain a focus on long-term growth and company achievements.

In February 2025, we granted annual equity awards to our Named Executive Officers under our long-term incentive program in the form of RSUs for shares of our Class A common stock. We use a mix of performance based cash bonuses and time-based RSUs to reward and retain our Named Executive Officers and align their incentives with those of our stockholders. We did not grant RSUs to Messrs. Huffman and Vollero and Ms. Wong in 2025 after taking into account the retentive and incentive value of their existing equity awards.

The RSUs granted to our Named Executive Officers in 2025 were as follows:


Named Executive Officer	Grant Date	Number of RSUs Granted (#) (1)	Grant Date Fair Value of RSUs ($)(2)

Steven Huffman	—	—	—
Jennifer Wong	—	—	—
Andrew Vollero	—	—	—
Christopher Slowe, Ph.D.	2/11/2025	13,164	2,813,937
Benjamin Lee	2/11/2025	14,151	3,024,918

1This RSU was granted under our 2024 Plan for shares of our Class A common stock, and vests in equal quarterly installments over one year, commencing on February 20, 2025, subject to the executive’s continued service on each such date.

2The amount reported in this column represents the grant date fair value of the award as computed in accordance with ASC 718. The grant date fair value of RSUs is equal to the closing price of our Class A common stock on the NYSE on the grant date. Note that the amounts reported in this column reflect the accounting cost for the applicable award, and do not correspond to the actual economic value that may be received by our Named Executive Officer from such award.

Other Compensation Information

Welfare and Other Benefits

Our Named Executive Officers have the opportunity to participate in the same benefits programs offered to all U.S. employees. We provide health, dental, vision, life, and disability insurance benefits to our Named Executive Officers, on the same terms and conditions as provided to all other eligible U.S. employees.

We also sponsor a broad-based 401(k) plan intended to provide eligible U.S. employees with an opportunity to defer eligible compensation up to certain annual limits and a 100% dollar-for-dollar match up to $7,375, or up to $9,000 for participants aged 50 and over making catch-up contributions. As a tax-qualified retirement plan, contributions (if any) made by us are deductible by us when made, and contributions and earnings on those amounts are generally not taxable to the employees until withdrawn or distributed from the 401(k) plan. Our Named Executive Officers are eligible to participate in our employee benefit plans, including our 401(k) plan and match, on the same basis as our other employees.


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We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining talented and experienced executive officers.

In addition to the employee benefits described above, ensuring the safety and security of our employees, including our Named Executive Officers, is highly important to us. We may provide personal security services to our Named Executive Officers as our security team deems appropriate. We do not consider these risk-based security measures to be personal benefits, but rather, reasonable and necessary expenses for the benefit of our Company and our stockholders. In 2025, Mr. Huffman and Ms. Wong received personal security services. From time to time, in the future, we may provide personal security services to our other Named Executive Officers. Further, we maintain a corporate apartment for use by our senior executive team when traveling to our San Francisco headquarters for business purposes in order to ease accessibility and not divert management’s attention during such travel. In 2025, Ms. Wong used the apartment in connection with business travel to our headquarters. The aggregate incremental cost of the personal security and housing services provided to each Named Executive Officer is reported in the 2025 Summary Compensation Table below.

We believe that these benefits are consistent with our overall executive compensation program, enable us to attract and retain talented and experienced executive officers, motivate stockholder value creation, and provide competitive compensation packages to our Named Executive Officers. Our Compensation and Talent Committee periodically reviews the levels of perquisites and other personal benefits provided to our Named Executive Officers. Based on these periodic reviews, perquisites may be awarded or adjusted on an individual basis.

Executive Employment Agreements

Each of our Named Executive Officers has entered into a written, at-will offer letter agreement with us, which provides for at-will employment and set forth the executive’s base salary, target variable compensation, and eligibility for employee benefits.

Post-Employment Compensation

We have also entered into a change in control and severance agreement with Mr. Huffman, Ms. Wong, and Mr. Vollero (each, a “Severance Agreement” and together, the “Severance Agreements”). Each of Dr. Slowe and Mr. Lee has entered into a letter agreement pursuant to which he is a beneficiary of our Executive Change in Control and Severance Plan (“COC Plan”). The Severance Agreements and COC Plan, as applicable, provide for payments and benefits to the applicable Named Executive Officer upon certain qualifying terminations, including in connection with a change of control. For more information, see the section titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2025.”

Other Compensation Policies

Insider Trading Compliance Policy and Procedures

We have adopted Insider Trading Compliance Policy and Procedures (the “Insider Trading Policy”) that govern the purchase, sale, and other dispositions of our securities by our directors, officers, employees, contractors, and consultants, and entities controlled by such individuals (subject to certain limitations), and by Reddit itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the NYSE. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report.


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Rule 10b5-1 Trading Plans

Our directors, executive officers and other members of our executive team may elect to use a Rule 10b5-1 trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act to conduct open market sales or purchases of our securities. Under Rule 10b5-1, insiders can adopt a prearranged stock trading plan at a time when they are not aware of material nonpublic information about us, and thereafter trade shares of our Class A common stock pursuant to the terms of their predetermined stock trading plan without regard to whether or not they are in possession of material nonpublic information about us at the time of the transaction. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by an individual when entering into the plan, without further direction from the individual while the plan is in effect. In 2025, all open market sales or purchases of our securities by our Named Executive Officers were made pursuant to a Rule 10b5-1 trading plan.

Derivatives Trading, Hedging, and Pledging Policies

Pursuant to our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers, and members of our Board of Directors, among others, from speculating in our equity securities, including through the use of short sales, “sales against the box,” or any equivalent transaction involving our equity securities. In addition, such individuals may not engage in any other hedging transactions, such as zero cost collars, forward sale contracts, and other similar or related arrangements, with respect to the securities that they hold. Following our initial public offering, we also prohibit the pledging of our common stock by our employees.

Compensation Recovery Policy

In February 2024, our Compensation and Talent Committee adopted a compensation recovery policy (the “Compensation Recovery Policy”) intended to comply with applicable SEC rules and NYSE listing standards. The Compensation Recovery Policy is administered by our Compensation and Talent Committee (in such capacity, the “Administrator”) and enables us to recover from current and former officers, and such additional employees as may be identified by the Administrator from time to time, incentive-based compensation (as defined in the Compensation Recovery Policy) in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under federal securities laws. For more information, see the full text of our Compensation Recovery Policy, which is included as exhibit 97.1 to our Annual Report.

Tax and Accounting Considerations

Deductibility of Executive Compensation. The Compensation and Talent Committee generally takes into consideration the tax implications to us of our Named Executive Officer compensation program, including with respect to the tax deductibility of compensation paid under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). While our Compensation and Talent Committee may consider the deductibility of equity awards, cash, and other compensation as one factor in determining executive compensation, the Compensation and Talent Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

Taxation of Parachute Payments. We do not provide, and have no obligation to provide, any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe because of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits payable to a Named Executive Officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the Named Executive Officer.


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Accounting Treatment. The Compensation and Talent Committee considers accounting implications when designing compensation plans and arrangements for our Named Executive Officers and other employees, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards. Chief among these is ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our Named Executive Officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

Report of the Compensation and Talent Committee

This report of the Compensation and Talent Committee is required by the Securities and Exchange Commission (“SEC”) and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (“Securities Act”) or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Our Compensation and Talent Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation and Talent Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025.

Submitted by the Compensation and Talent Committee

Patricia Fili-Krushel, Chairperson

Porter Gale

Sarah Farrell


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Compensation Tables

2025 Summary Compensation Table

The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive Officers for all services rendered in all capacities during the years ended December 31, 2023, 2024 and 2025. Dr. Slowe and Mr. Lee were not Named Executive Officers in 2023, so summary compensation information is only provided for 2024 and 2025.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)

Steven L. Huffman Chief Executive Officer and President	2025	569,250	—	—	—	1,405,478	1,126,281(4)	3,101,009
	2024	531,154	—	—	—	1,546,875	535,840(5)	2,613,869
	2023	341,346	—	98,332,716(6)	93,776,049(6)	792,000	7,375	193,249,486
Jennifer Wong Chief Operating Officer	2025	672,750	—	—	—	830,510	205,639(7)	1,708,899
	2024	640,577	—	—	—	1,096,875	37,544(8)	1,774,996
	2023	583,820	—	45,696,176(6)	45,736,084(6)	506,880	7,375	92,530,335
Andrew Vollero Chief Financial Officer	2025	670,400		—	—	662,087	9,000	1,341,487
	2024	643,234	—	17,708,361	—	874,395	9,000	19,234,990
	2023	613,569	—	5,413,034	—	527,155	9,000	6,562,758
Christopher Slowe, Ph.D. Chief Technology Officer	2025	517,500	—	2,813,937	—	511,083	7,375	3,849,895
	2024	490,577	—	2,974,850	—	675,000	7,375	4,147,802
Benjamin Lee Chief Legal Officer and Corporate Secretary	2025	445,400	—	3,024,918	—	439,877	—	3,910,195
	2024	427,322	—	1,622,617	—	580,905	—	2,630,844

1The amounts in these columns represent the grant date fair value of RSUs and option awards granted to our Named Executive Officers during the applicable year, as computed in accordance with ASC 718. These amounts reflect the accounting cost for these stock awards and stock options and do not represent the actual economic value that may be realized by the Named Executive Officer from the stock award or the stock option. The grant date fair value of RSUs is equal to the closing price of our Class A common stock on the NYSE on the grant date. For more information on equity awards granted to our Named Executive Officers, see the “2025 Grants of Plan-Based Awards Table” below.

2Amounts represent cash bonuses paid to our Named Executive Officers under our annual performance-based cash bonus program, described under “Compensation Discussion and Analysis— Elements of Compensation— Annual Cash Performance Bonuses.”

3Unless otherwise specified, amounts represent company matching contributions made under our 401(k) plan.

4The amount reported represents (i) 401(k) plan matching contributions of $7,375 and (ii) $1,118,906 in costs related to personal security measures for Mr. Huffman in 2025.

5The amount reported represents (i) 401(k) plan matching contributions of $7,375 and (ii) $528,465 in costs related to personal security measures for Mr. Huffman in 2024.

6As noted in footnote (1) above, these amounts reflect the accounting cost for these stock awards and stock options and do not represent the actual economic value realized by Mr. Huffman or Ms. Wong from the stock award or the stock option.

7The amount reported represents (i) 401(k) plan matching contributions of $9,000, (ii) $169,496 in costs related to personal security measures for Ms. Wong in 2025 and (iii) $27,143 in costs related to housing expenses for Ms. Wong in 2025 for use of a corporate apartment made available to our senior executive team traveling to our headquarters.


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8The amount reported represents (i) 401(k) plan matching contributions of $7,375, (ii) $25,362 in costs related to personal security measures for Ms. Wong in 2024 and (iii) $4,807 in costs related to housing expenses for Ms. Wong in 2024 for use of a corporate apartment made available to our senior executive team traveling to our headquarters.

2025 Grants of Plan-Based Awards Table

The following table provides information concerning each grant of an award made to our Named Executive Officers during the year ended December 31, 2025.


Name	Type of Award	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			All Other Stock Awards: Number of Shares of Stock (#)	Grant Date Fair Value of Stock and Option Awards ($)(2)
			Threshold ($)	Target ($)	Maximum ($)

Steven L. Huffman	Cash	—	426,938	853,875	1,921,219	—	—
Jennifer Wong	Cash	—	252,282	504,563	1,135,267	—	—
Andrew Vollero	Cash	—	201,120	402,240	905,040	—	—

Christopher Slowe, Ph.D.	Cash	—	155,250	310,500	698,625	—	—
	RSU	2/11/2025(3)	—	—	—	13,164	2,813,937


Benjamin Lee	Cash	—	133,620	267,240	601,290	—	—
	RSU	2/11/2025(3)	—	—	—	14,151	3,024,918

1These columns show a range of possible payouts under our annual performance-based cash bonus program for 2025, described under “Compensation Discussion and Analysis— Elements of Compensation — Annual Cash Performance Bonuses.” The amounts shown in the “Threshold” column represent the amounts payable if 50% of target was achieved for our 2025 annual performance-based cash bonus program. The amounts shown in the “Target” column represent the amounts payable if 100% of target was achieved for our 2025 annual performance-based cash bonus program. The amount shown in the “Maximum” column represents the amount payable if 225% of target was achieved for our 2025 annual performance-based cash bonus program. Our Named Executive Officers received 165% of their performance-based cash bonus, as reported in the section “Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Performance Bonuses—2025 Bonus Plan Pool Funding and Targets.”

3This RSU was granted under our 2024 Plan for shares of our Class A common stock, and vests in equal quarterly installments over one year, commencing on February 20, 2025, subject to the executive’s continued service on each such date.

Timing of Grants and Certain Equity Awards

We grant equity awards on an annual basis a

SEC Form DEF 14A filed by Reddit Inc.