UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 91, 2025

_________________________________________

Reddit, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________


Delaware	001-41983	45-2546501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

303 2nd Street, South Tower, 5th Floor

San Francisco, California 94107

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 494-8016

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

RDDT

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 51.~~07.~~01 Entry ~~Submission~~into ~~of Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~June~~July 91, 2025, Reddit, Inc. (the “Company”) ~~held~~entered ~~its~~into ~~2025~~an ~~annual~~Amended ~~meeting~~and ofRestated ~~stockholders~~Credit ~~(the~~and ~~“Annual~~Guarantee ~~Meeting”).~~Agreement ~~The~~with ~~Company’s stockholders voted on four proposals at~~ the ~~Annual~~guarantors ~~Meeting~~listed therein, ~~each of which is described below as well as more fully in~~ the ~~Company’s~~lenders ~~definitive~~listed ~~proxy~~therein, ~~statement filed with the Securities~~ and ~~Exchange~~JPMorgan ~~Commission~~Chase onBank, ~~April 28~~N.A., ~~2025~~as administrative agent (the “~~Proxy~~Credit ~~Statement~~Agreement”)., ~~Holders~~which ofamended ~~the~~and ~~Company’s~~restated ~~Class A common stock were entitled to one vote for each share held as of~~ the ~~close~~Credit ofand ~~business~~Guarantee ~~on April 14~~Agreement, ~~2025~~dated ~~(the~~October ~~“Record~~8, ~~Date”)~~2021, by and ~~holders~~among of the Company’s, ~~Class~~the Blenders ~~common~~listed ~~stock~~therein, ~~were~~and ~~entitled~~JPMorgan toChase ~~ten~~Bank, ~~votes~~N.A., ~~for~~as ~~each~~administrative ~~share~~agent ~~held~~ (as ofamended ~~the~~by ~~close~~Amendment ofNo. ~~business~~1 onto the ~~Record~~Credit ~~Date. The Class A common stock~~ and ~~Class~~Guarantee BAgreement, ~~common~~dated ~~stock~~May ~~voted~~23, as2023, ~~a single class on all matters at~~ the ~~Annual~~“Existing ~~Meeting~~Credit Agreement”).

AtThe ~~the~~Credit ~~Annual~~Agreement ~~Meeting,~~amended and restated the ~~Company’s~~Existing ~~stockholders~~Credit ~~voted~~Agreement onto, ~~the~~among ~~following~~other ~~proposals~~things:

~~1.To~~(i)extend ~~elect~~the ~~Steven~~maturity ~~Huffman,~~date ~~Sarah~~of ~~Farrell, Patricia Fili-Krushel, Porter Gale, David Habiger, Steven O. Newhouse, Robert A. Sauerberg, and Michael Seibel to serve until~~ the Company’s ~~2026~~revolving ~~annual~~credit ~~meeting~~facility ofunder ~~stockholders~~the ~~and~~Existing ~~until~~Credit ~~such~~Agreement ~~director’s~~(as ~~successor~~amended ~~has~~and ~~been~~restated ~~duly~~by ~~elected~~the ~~and~~Credit ~~qualified~~Agreement, orthe ~~until~~“Revolving ~~such~~Credit ~~director’s~~Facility”) ~~earlier~~to ~~death~~July 1, ~~resignation, disqualification, or removal.~~2030;

~~1.To~~(ii)decrease ~~ratify~~ the ~~appointment~~total ofcommitments ~~KPMG~~under ~~LLP as~~ the ~~Company’s~~Revolving ~~independent~~Credit ~~registered~~Facility ~~public~~to ~~accounting~~$500.0 ~~firm~~million; ~~for the year ending December 31, 2025.~~

~~2.To~~(iii)maintain ~~approve, on a non-binding advisory basis,~~ the ~~compensation~~existing ~~paid~~letter byof ~~the~~credit ~~Company~~sublimit toof ~~its~~$100.0 ~~named~~million; ~~executive officers as disclosed in the Proxy Statement.~~

~~3.To~~(iv)remove ~~approve,~~the oncredit aspread ~~non-binding~~adjustments ~~advisory~~applicable ~~basis,~~to ~~whether~~the ~~future~~interest ~~advisory~~rate ~~votes~~calculation on(while ~~the~~otherwise ~~compensation~~maintaining ~~paid~~pricing bysubstantially ~~the~~similar ~~Company~~ to ~~its~~the ~~named~~Existing ~~executive~~Credit ~~officers~~Agreement); ~~should be held every one, two, or three years.~~ and

~~The~~(v)modify ~~final~~the ~~voting~~financial ~~results~~covenants ~~for~~to ~~each~~transition ofto ~~these~~a ~~proposals~~maximum ~~are~~total asleverage ~~follows:~~ratio beginning after July 1, 2025.

Proposal 1: Election of Directors.
Nominee	Votes For	Votes Withheld	Broker Non-Votes
Steven Huffman	581,602,190	16,066,028	24,560,388
Sarah Farrell	597,271,983	396,235	24,560,388
Patricia Fili-Krushel	592,173,912	5,494,306	24,560,388
Porter Gale	592,717,278	4,950,940	24,560,388
David Habiger	587,754,383	9,913,835	24,560,388
Steven O. Newhouse	536,778,186	60,890,032	24,560,388
Robert A. Sauerberg	538,676,097	58,992,121	24,560,388
Michael Seibel	577,054,846	20,613,372	24,560,388

In addition, the Credit Agreement contains covenants that restrict, among other things, the ability of the Company and its restricted subsidiaries to incur additional debt, grant liens, engage in transactions with affiliates, sell assets, make investments, pay dividends, and make certain other restricted payments.

~~Each~~The ofCredit ~~the~~Agreement ~~eight~~continues ~~nominees~~to ~~for~~be ~~director~~primarily ~~was~~secured ~~elected~~by toliens ~~serve~~on ~~until~~substantially all of the Company’s ~~2026~~assets, ~~annual~~including ~~meeting~~intellectual ofproperty ~~stockholders~~assets; ~~and~~however, ~~until~~the ~~such~~Credit ~~director’s~~Agreement ~~successor~~provides ~~has~~for ~~been~~the ~~duly~~permanent ~~elected~~fall ~~and~~away ~~qualified,~~of orguarantees ~~until~~and ~~such~~collateral ~~director~~upon the Company’s ~~earlier~~achievement ~~death,~~of ~~resignation,~~certain ~~disqualification,~~investment orgrade ~~removal~~ratings from two rating agencies.

~~Proposal~~The 2:above ~~Ratification~~description of ~~Appointment~~the Credit Agreement is a summary and is not complete. A copy of ~~Independent~~the ~~Registered~~Credit ~~Public~~Agreement ~~Accounting~~is ~~Firm~~filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Credit Agreement as set forth in the exhibit.

Votes For			Votes Against			Abstentions			Broker Non-Votes
621,571,300			437,563			219,743			0

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The ~~Company’s~~information ~~stockholders~~contained ~~ratified~~in ~~the~~Item ~~appointment~~1.01 of ~~KPMG~~this ~~LLP~~Current asReport ~~the~~on ~~Company’s~~Form ~~independent~~8-K ~~registered~~is ~~public~~incorporated ~~accounting~~by ~~firm~~reference ~~for~~into ~~the~~this ~~year~~Item ~~ending December 31, 2025~~2.03.

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.

Votes For			Votes Against			Abstentions			Broker Non-Votes
595,173,870			2,368,616			125,732			24,560,388

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers.

1 Year			2 Year			3 Years			Broker Non-Votes
597,013,216			92,175			484,648			24,560,388

The Company’s stockholders advised that they were in favor of one year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results for this proposal, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every one year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of named executive officers.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
10.1†						Amended and Restated Credit and Guarantee Agreement, dated July 1, 2025, by and among the Company, as borrower, the guarantors listed therein, the lenders listed therein, and JPMorgan Chase Bank, N.A., as administrative agent.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

† Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish a copy of all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REDDIT, INC.
Date: June 10, 2025	By:	/s/ Steven Huffman
Date: July 1, 2025	By:	/s/ Benjamin Lee
		Steven Huffman
		Benjamin Lee
		President and Chief Executive Officer
		Chief Legal Officer and Corporate Secretary

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