Letter from the CEO
Dear fellow stockholders:
We have continued to transform Pinterest over the last few years, and our 2025 results show
the progress we’ve made and the scale of the opportunity ahead. In 2025, we delivered a
record $4.2 billion in revenue, up 16% year
-
over
-
year. We also reached 619 million monthly
active users, up 12% year over year. Users are at all
-
time highs and overall engagement
continues to grow. We’ve been able to achieve these results through strong product
innovation with our unique and best-in-class AI-powered visual search capabilities.
Most importantly, people come to Pinterest with commercial intent, even when they don’t yet
know the exact words, brands or products they want, and we help them move from inspiration
to action. As we’ve scaled, we’ve also become a profitable company, ending 2025 with a net
income margin of 10%, an Adjusted EBITDA margin of approximately 30%, net cash provided
by operating activities of $1.28 billion and free cash flow of $1.25 billion
(1)
.
With AI at the core of everything we do, Pinterest has become an AI
-
powered visual search
and shopping destination. We’ve launched new experiences such as Pinterest Assistant, our
visual
-
first collaborator, and we’ve made significant advancements to our performance
advertising platform, helping brands reach customers and drive measurable results.
At the center of our progress is our mission: to bring everyone the inspiration to create a life
they love. In a world where much of the internet is increasingly divisive, Pinterest continues to
stand out as a positive destination where people come to discover, shop and take action on
their ideas to make their real lives better. We believe this focus on positivity is a differentiator
for users, advertisers and partners.
We remain focused on protecting the safety and wellbeing of our users, particularly young
people, and have made deliberate choices to make Pinterest a positive online place. That’s why
we’ve made Pinterest private
-
only for users under 16 and turned off most social features for
this group. In addition, we were among the first to support app
-
store level age verification and
have spoken out in favor of phone
-
free schools.
Through the Pinterest Impact Fund, we’ve invested nearly $10 million in 2025 to organizations
around the world that are working to advance youth mental health, emotional wellbeing and
community resilience. Through our partnership with the Youth Mental Health Corps, we’ve
helped expand peer mental health support programs in the U.S.
Looking ahead, this is a moment of extraordinary innovation at Pinterest and across our
industry, one we have been building toward for several years. Our user and engagement trends
reinforce that our product direction is working. We are confident that we’ll continue to create
positive, inspirational experiences for users, and an AI-powered performance advertising
platform for advertisers.
I am proud of the progress we have made in 2025 and excited about what comes next. I am
grateful to our employees, users, advertisers, partners and stockholders for their continued
support.
Sincerely,
Bill Ready
Chief Executive Officer
"In a world where much
of the internet is
increasingly divisive,
Pinterest continues to
stand out as a positive
destination where
people come to
discover, shop, and take
action on their ideas to
make their real lives
better."
(1) Adjusted EBITDA, Adjusted EBITDA margin
and free cash flow are non-GAAP financial
measures. See Appendix A to this Proxy
Statement for information regarding non-GAAP
financial measures, including a reconciliation of
non-GAAP financial measures to the most
directly comparable GAAP financial measures.
Pinterest 2026 Proxy Statement
1
2
Pinterest 2026 Proxy Statement
Business and strategic highlights
Overview of
2025 results
Our key financial and operating
results as of and for the year
ended December 31, 2025, are
as follows:
Monthly active users
(in millions)
Revenue
(in millions)
Revenue
$4,222M
Global Monthly active users
(“MAUs”)
(1)
619M
Average revenue per user
("ARPU")
(2)
$7.21
Net income
$417M
Adjusted EBITDA
(3)
$1,270M
Net income
(4)
(in millions)
Adjusted EBITDA
(in millions)
(1)
We define a monthly active user as an authenticated Pinterest user who visits our website, opens our
mobile application or interacts with Pinterest through one of our browser or site extensions, such as
the Save button, at least once during the 30-day period ending on the date of measurement. The
number of MAUs does not include Shuffles users unless they would otherwise qualify as MAUs. We
present MAUs based on the number of MAUs measured on the last day of the current period.
(2)
We measure monetization of our platform through our average revenue per user metric. We define
ARPU as our total revenue in a given geography during a period divided by average MAUs in that
geography during the period. We calculate average MAUs based on the average of the number of
MAUs measured on the last day of the current period and the last day prior to the beginning of the
current period. We calculate ARPU by geography based on our estimate of the geography in which
revenue-generating activities occur.
(3)
We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) adjusted to exclude
depreciation and amortization expense, share-based compensation expense, payroll tax expense
related to share-based compensation, interest income (expense), net, other income (expense), net,
provision for (benefit from) income taxes and certain other non-recurring or non-cash items
impacting net income (loss) that we do not consider indicative of our ongoing business performance.
See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures,
including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP
financial measures.
(4)
Net income for the year ended December 31, 2025 was $417 million, as compared to $1,862 million
for the year ended December 31, 2024 primarily due to the release of our valuation allowance on our
U.S. federal and state, excluding California, deferred tax assets during the fourth quarter of 2024.
Average revenue per user
Performance highlights
Pinterest 2026 Proxy Statement
3
Table of contents
Letter from the CEO
1
Performance highlights
2
Notice of annual meeting of stockholders
5
Proxy summary
6
Election of directors
10
Proposal 1: Election of directors
Our board of directors
11
Director selection and recruitment
23
Director independence
24
Corporate governance
25
Board structure and role
25
Board’s role
27
Board engagement
29
Impact
29
Other governance practices
32
Director compensation
33
2025 Director compensation table
34
Executive officers
35
Executive compensation
36
Proposal 2: Non-binding advisory vote on our
named executive officers’ compensation
Proposal 3: Non-binding advisory vote on
say-on-pay frequency
Compensation discussion and analysis
38
Compensation committee report
52
Compensation tables
53
CEO pay ratio
59
Pay versus performance
60
Equity compensation plan information
64
Audit matters
65
Proposal 4: Ratification of selection of
independent auditor
Principal accountant fees and services
65
Pre-approval policies and procedures
66
Audit committee report
66
Security ownership of certain beneficial
owners and management
67
Delinquent section 16(a) reports
69
Other matters
70
Related party transactions
70
Stockholder proposals for the 2027 annual meeting
of stockholders
70
Voting and annual meeting information
71
Appendix A — Information regarding
Non-GAAP financial measure
76
Note about our websites and reports and forward-looking statements:
Website references are provided in this Proxy Statement for convenience only. The content of any referenced websites or reports, including any
other websites or reports referenced or discussed in this Proxy Statement, are not deemed to be part of, nor incorporated by reference into, this
Proxy Statement. We assume no liability for the content contained on the referenced websites.
This Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. These statements are subject to substantial risks and uncertainties and are based on estimates and assumptions as
of filing. All statements other than statements of historical facts included in the Proxy Statement, including statements about the company’s goals,
progress or expectations with respect to corporate responsibility, sustainability, corporate governance, executive compensation and other
matters, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “believes,” “estimates,”
“expects,” “projects,” “may,” “will,” “can,” “could,” “would,” “might,” “continue,” “intends,” “plans,” “targets,” “strategy,” “goals,” “objectives,”
“forecasts,” “potential,” “anticipates,” or and similar expressions, or the negative of these terms, and similar expressions intended to identify
forward-looking statements.
These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results or outcomes to differ
materially from the forward-looking statements expressed or implied in this Proxy Statement. Such risks, uncertainties and other factors include
those risks described in “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” in our most
recent annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with
the SEC. The inclusion of information related to our corporate responsibility efforts is not an indication that such topics are material to the
company, our investors or other stakeholders, or required to be disclosed in our filings, in each case under SEC reporting or any other laws or
requirements that may apply to us.
4
Pinterest 2026 Proxy Statement
Notice of annual meeting
of stockholders
You are cordially invited to attend the 2026 annual meeting of stockholders (“annual meeting”) on Thursday, May 21, 2026, at 8:00 a.m.
Pacific Time, which we are holding exclusively online via live webcast at
www.virtualshareholdermeeting.com/PINS
2026
. Whether or not
you expect to attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your
representation at the annual meeting. Even if you have voted by proxy, you may still vote at the annual meeting by following the
instructions under “Voting and annual meeting information.”
Voting items
Date and Time
Thursday, May 21, 2026
, at
8:00 a.m. Pacific Time
Location
www.virtualshareholder
meeting.com/PINS2026
Who Can Vote
Stockholders as of March 27,
2026 are entitled to vote
How to Vote
Internet
www.proxyvote.com
Phone
1-800-690-6903 (if you have
received a printed version of
these proxy materials)
Mail
Complete, sign and date
the enclosed proxy card or
voting instruction card and
return it promptly in the
envelope provided
Proposals
Board Vote
Recommendation
For Further
Details
1
To elect the four Class I nominees for director
named in the accompanying Proxy Statement to
hold office until the 2029 annual meeting of
stockholders and until their successors have been
duly elected and qualified, or until their office is
otherwise vacated.
“FOR”
each
director nominee
Page 10
2
To approve, on a non-binding advisory basis, the
compensation of our named executive officers
(“say-on-pay”).
“FOR”
Page 36
3
To approve, on a non-binding advisory basis, the
frequency of future advisory votes to approve our
named executive officers’ compensation (“say-on-
frequency”).
“ONE
YEAR”
Page 37
4
To ratify the audit and risk committee’s selection of
Ernst & Young LLP as the company’s independent
registered public accounting firm for fiscal
year 2026.
“FOR”
Page 65
We will also conduct any other business properly brought before the annual meeting.
These proposals, as well as instructions for accessing the virtual annual meeting, are more fully
described in the accompanying Proxy Statement. The record date for the annual meeting is
March 27, 2026. Only stockholders of record at the close of business on that date may vote
at the annual meeting or any adjournment thereof. We expect to begin mailing a notice of
internet availability of proxy materials on or about April 8, 2026, to all stockholders of
record entitled to vote at the annual meeting.
By Order of the Board of Directors
Wanji Walcott
Chief Legal & Business Affairs Officer and Corporate Secretary
San Francisco, California
April 8, 2026
Important notice regarding the availability of proxy materials for Pinterest’s 2026 annual
meeting of stockholders:
The notice, proxy statement and annual report are available
at
www.proxyvote.com
.
Pinterest 2026 Proxy Statement
5
Proxy 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 carefully before voting. Page
references are supplied to help you find further information in this Proxy Statement.
2026 annual meeting of stockholders
Date and Time
To Be Held Online at 8:00 a.m. Pacific Time on
Thursday, May 21, 2026
Location
www.virtualshareholdermeeting.com/PINS2026
This Proxy Statement is furnished in connection with the solicitation of your proxy by our board of directors (“board
”
) to
vote at the 2026 annual meeting of stockholders (“annual meeting”), including at any adjournments or postponements of
the annual meeting. This Proxy Statement contains information to be voted on at the annual meeting and certain other
information required by Securities and Exchange Commission (“SEC
”
) rules. In accordance with SEC rules, we are making
our proxy materials available at www.proxyvote.com with an option to request a printed set be mailed to you. We expect
to begin mailing a notice of internet availability of proxy materials on or about April 8, 2026, to all stockholders of record
entitled to vote at the annual meeting. This notice contains instructions for viewing the proxy materials and voting online
and requesting a printed set of proxy materials.
You are cordially invited to attend the annual meeting on Thursday, May 21, 2026 at 8:00 a.m. Pacific Time, which we are
holding exclusively online via live webcast at
www.virtualshareholdermeeting.com/PINS2026
. Whether or not you expect to
attend the annual meeting, please vote, as instructed in these materials, as promptly as possible in order to ensure your
representation at the annual meeting. Even if you have voted by proxy, you may still vote at the virtual annual meeting by
following the instructions under “Voting and annual meeting information
”
.
Agenda
Proposals
Board Vote
Recommendation
For Further Details
1
To elect the four Class I nominees for director named in the accompanying Proxy
Statement to hold office until the 2029 annual meeting of stockholders and until
their respective successors have been duly elected and qualified, or until their
office is otherwise vacated.
“FOR”
each
director nominee
Page 10
2
To approve, on a non-binding advisory basis, the compensation of our named
executive officers (“say-on-pay”).
“FOR”
Page 36
3
To approve, on a non-binding advisory basis, the frequency of future advisory
votes to approve our named executive officers’ compensation (“say-on-
frequency”).
“ONE
YEAR”
Page 37
4
To ratify the audit and risk committee’s selection of Ernst & Young LLP as the
company’s independent registered public accounting firm for fiscal year 2026.
“FOR”
Page 65
6
Pinterest 2026 Proxy Statement
Our board of directors
The following table provides summary information about each of our continuing directors, including the four nominees for
election at the annual meeting.
Name
Principal Occupation
Age
Director
Since
Independent
Committee Memberships
Chip Bergh
Former President & CEO,
Levi Strauss & Co.
68
2024
Yes
Governance
Committee (chair)
Compensation Committee
Gokul Rajaram
Co-Founder and Partner,
Marathon Management
Partners
51
2020
Yes
Compensation Committee
Emily Reuter
1
Chief Financial Officer,
Instacart
42
2025
Yes
Audit Committee
Marc Steinberg
Partner, Elliott Investment
Management L.P.
36
2022
Yes
Audit Committee
Leslie Kilgore
Former Chief Marketing
Officer, Netflix
60
2019
Yes
Compensation
Committee (chair)*
Bill Ready
Chief Executive
Officer, Pinterest
46
2022
No
None
Benjamin Silbermann
Non-Executive Chair
Co-Founder and non-
Executive Chair, Pinterest
43
2008
No
None
Salaam Coleman Smith
Former EVP, ABC Family
56
2020
Yes
Audit Committee**
Governance Committee***
Fredric Reynolds
Former EVP & CFO,
CBS Corporation
75
2017
Yes
Audit Committee
Scott Schenkel
Chief Financial Officer,
Expedia
58
2023
Yes
Audit Committee (chair)
Kecia Steelman
2
President & CEO, Ulta
Beauty
55
2026
Yes
Compensation Committee
Andrea Wishom
Lead Independent Director
Former President,
Skywalker Holdings
56
2020
Yes
Compensation Committee
Governance Committee
*
Our talent development and compensation committee is referred to as “compensation committee” throughout this Proxy Statement.
** Our audit and risk committee is referred to as “audit committee” throughout this Proxy Statement.
*** Our nominating and corporate governance committee is referred to as “governance committee” throughout this Proxy Statement.
(1)
Ms. Reuter joined the Board effective September 18, 2025.
(2)
Ms. Steelman joined the Board effective February 16, 2026.
Proxy summary
Pinterest 2026 Proxy Statement
7
Board snapshot
The following charts reflect the age, independence, tenure, gender and race/ethnicity of the members of our board
continuing in office following the annual meeting, assuming the election of all nominees:
Age
Independence
Tenure
Gender
Race/Ethnicity
Skills and experience
Chip
Bergh
Leslie
Kilgore
Gokul
Rajaram
Bill
Ready
Emily
Reuter
Frederic
Reynolds
Scott
Schenkel
Ben
Silbermann
Salaam
Coleman
Smith
Kecia
Steelman
Marc
Steinberg
Andrea
Wishom
Governance
l
l
l
l
l
l
l
l
l
l
Management
l
l
l
l
l
l
l
l
l
l
l
Technology or
Cybersecurity
l
l
l
l
l
l
l
Finance
l
l
l
l
l
l
l
l
l
Sales and
marketing
l
l
l
l
l
l
Global
companies
l
l
l
l
l
l
l
l
l
l
l
Media &
content
l
l
l
l
l
l
l
E-commerce
l
l
l
l
l
l
l
l
l
Other public
company board
l
l
l
l
l
l
l
l
l
Public company
CEO
l
l
l
l
l
For more information about our board members, see page 11 of this Proxy Statement.
Proxy summary
8
Pinterest 2026 Proxy Statement
Corporate governance highlights
Our corporate governance practices are designed to promote the long-term interests of our stockholders, strengthen
board and management accountability and foster responsible decision-making. The following table summarizes our
corporate governance policies and practices.
lead independent director
board chair and CEO roles held by two
different people
fully independent board committees
diverse board in terms of skills, independence,
gender, race/ethnicity
regular board refreshment with 4 new directors
since 2023
board service limited to no more than 5 public
companies, including the Pinterest board
annual self-evaluation of the full board and each
committee
regular review of board succession planning
minimum stock ownership requirement
director resignation policy
director retirement expectation
proxy access for qualifying stockholders
stockholder engagement
For more information about our corporate governance practices, see page 25 of this Proxy Statement.
Executive compensation highlights
We endeavor to maintain sound governance standards through the administration of our executive compensation
program. The following tables summarize our compensation governance policies and practices.
What we do
fully independent compensation committee
independent compensation consultant to the
compensation committee
annual review of the compensation program,
best practices and market trends
majority of executive compensation tied to
stockholder value creation
annual review of succession plans for key officers
“double trigger” termination required for vesting
in equity in connection with change in control
annual stockholder non-binding advisory vote on
our compensation program (say-on-pay)
clawback policy in the event of a financial
restatement or misconduct
minimum stock ownership requirement
What we don’t do
pension and executive retirement plans
significant perquisites to executive officers
supplemental executive benefits
“single trigger” vesting in equity upon
change in control
employee or director hedging or pledging of our
equity securities
tax “gross-ups” on change in control payments
dividends or equivalents on unvested
equity awards
For more information about our executive compensation practices and policies, see page 38 of this Proxy Statement.
Proxy summary
Pinterest 2026 Proxy Statement
9
Election of directors
Proposal 1
Election of directors
Our board is comprised of twelve members. In accordance with our amended and restated certificate of incorporation (our
“certificate of incorporation”), our board is divided into three staggered classes of directors. At the annual
meeting, four Class I directors will stand for election for a three-year term (through the 2029 annual meeting of
stockholders). Each director’s term continues until the election and qualification of their respective successor or until their
office is otherwise vacated.
Each of the nominees standing for election at the annual meeting currently serves as a director. Two of the four director
nominees, Gokul Rajaram and Marc Steinberg, were most recently elected by our stockholders at the 2023 annual meeting
of stockholders. In May 2024, our board appointed Chip Bergh as a Class I director upon the retirement of Jeffrey Jordan
from the Board, and in September 2025, our board appointed Emily Reuter as a Class I director upon the retirement of
Jeremy Levine from the Board. Mr. Bergh and Ms. Reuter were each recommended to the governance committee by a
third-party search firm.
Upon recommendation by our governance committee, the board has nominated each of them for election for a term of
three years (through the 2029 annual meeting of stockholders) and until their respective successors have been duly
elected and qualified, or until their office is otherwise vacated.
The board recommends a vote
FOR
each director nominee
10
Pinterest 2026 Proxy Statement
Our board of directors
Board composition
Our continuing board is composed of a diverse group of individuals, with a broad range of backgrounds, experience and
skills relevant to our company. We believe that this provides us with a diverse range of perspectives and judgment
necessary to guide our strategies and monitor their execution. Many of the directors have senior leadership experience at
major U.S. and international companies. In these positions, they have also gained experience in areas such as management,
financial planning, public company governance, sales and marketing, media and content, e-commerce, cybersecurity and
international business. Many of our directors have experience serving on boards and board committees of other public
companies and have an understanding of corporate governance practices and trends and different business processes,
challenges and strategies. Further, our directors also have other experience that makes them valuable members of the
board, including experience in established or growing technology companies.
Age
Independence
Tenure
Gender
Race/Ethnicity
Election of directors
Pinterest 2026 Proxy Statement
11
Board experience and expertise
The following reflects the experience and expertise of the members of our board, assuming the election of all nominees:
Governance
Governance experience
supports our emphasis
on strong board and
management
accountability,
transparency, protection of
stockholder interests and
long-term value creation.
Management
Leadership and
management experience
enables our board to
provide advice, guidance
and assess the performance
of our own management
and workforce.
Technology or
Cybersecurity
Experience in the
technology sector is
valuable to effectively
oversee and understand
our product strategy, and
expertise in cybersecurity/
privacy matters helps our
board oversee these risks.
Finance
Financial expertise provides
our board with the financial
acumen necessary to inform
its oversight of our financial
performance and reporting,
internal controls and
long-term strategic planning.
10
Directors
11
Directors
7
Directors
9
Directors
Sales & Marketing
Experience in sales and
marketing enables the
directors to provide
valuable advice and
oversight over our ads
business, sales and
marketing activities and
growth strategy.
Global
Experience leading large,
global companies and
teams helps the directors
to advise us on our
international growth
and expansion.
Media & Content
Experience in the media
industry and/or with
content focused companies
enables directors to
meaningfully oversee long
term strategy on content.
E-commerce
Experience with e-commerce
supports us in developing
and strengthening the
shopping initiatives on
our platform.
6
Directors
11
Directors
7
Directors
9
Directors
Other Public
Company Board
Experience on other public
company boards helps
directors understand the
operations of a public
company and the applicable
legal and regulatory risks.
Public Company CEO
Experience as a public
company CEO and familiarity
with public company
dynamics helps our
management team with
strategy, performance,
prioritization and leadership.
9
Directors
5
Directors
Election of directors
12
Pinterest 2026 Proxy Statement
Class I director nominees for election at the 2026
annual meeting of stockholders
Chip Bergh
Former President & Chief Executive Officer, Levi Strauss & Co.
Director since 2024
Chip Bergh has been a Senior Lecturer at Harvard Business School
since July 2024. Prior to this, he served as President and Chief
Executive Officer and Director of Levi Strauss & Co., a global
apparel company, from 2011 to 2024. Prior to joining Levi Strauss
& Co., Mr. Bergh spent 28 years at Procter & Gamble (P&G) in
roles of increasing scope and complexity in brand management,
general management and executive leadership. In addition to his
current public company boards, Mr. Bergh previously served on
the boards of VF Corporation and the Economic Development
Board of Singapore.
Our committees
•
Governance Committee (chair)
•
Compensation Committee (member)
Other current public boards
•
HP, Inc. (non-executive chair and member of the HR
and compensation committee and the nominating,
governance and social responsibility committee)
•
e.l.f. Beauty, Inc.
•
lululemon athletica inc.
Education
•
Bachelor of Arts in International Affairs, Lafayette
College, Pennsylvania
Relevant experience
Extensive leadership experience as a former public
company CEO as well as global, sales, marketing, e-
commerce experience, and serving on public
company boards
Election of directors
Pinterest 2026 Proxy Statement
13
Gokul Rajaram
Co-Founder and Partner of Marathon Management Partners
Director since 2020
Gokul Rajaram invests in and advises technology companies. He is
Co-Founder of Marathon Management Partners, an investment
firm, and has served as Partner since January 2025. Previously,
Mr. Rajaram served in various leadership roles at DoorDash, a
food ordering service, from 2019 to 2024, most recently as
Corporate Development and Strategy Lead. Previously, from
2013 to 2019, Mr. Rajaram served on the executive team of Block,
Inc. (previously named Square, Inc.) and led several product
development teams, most recently as the lead for Caviar, a food
delivery service. Prior to Block, Inc., Mr. Rajaram served as
Product Director of Ads at Meta, Inc. (previously named
Facebook, Inc.), a social media company. Prior to that, Mr. Rajaram
was Product Management Director for Google AdSense, an online
advertising product. Mr. Rajaram also serves on a few late-stage
private company boards and previously served on the board of
The Trade Desk, Inc., a public company.
Our committees
•
Compensation Committee (member)
Other current public boards
•
Coinbase Global Inc. (chair of nominating and
governance committee and member of
compensation committee)
Education
•
Master of Computer Science, University of Texas
•
Master of Business Administration, The
Massachusetts Institute of Technology
•
Bachelor of Computer Science, Indian Institute of
Technology, Kanpur
Relevant experience
Extensive experience with product development and
as an officer and director of technology companies,
including public companies
Election of directors
14
Pinterest 2026 Proxy Statement
Emily Reuter
Chief Financial Officer, Instacart
Director since 2025
Emily Reuter has served as the Chief Financial Officer of
Maplebear Inc. (doing business as Instacart), a technology,
marketplace platform specializing in online grocery delivery, since
2024. Prior to Instacart, Ms. Reuter spent nearly 10 years at Uber
Technologies, Inc., a global technology company, in several senior
finance and operation roles, including Vice President and Head of
Corporate Finance and as Chief Financial Officer of Uber’s
Mobility (Rides) business segment.
Our committees
•
Audit Committee (member)
Other current public boards
•
None
Education
•
Master of Business Administration, Stanford
University Graduate School of Business
•
Bachelor of Arts, Yale University
Relevant experience
Extensive experience with financial planning and
executive leadership at technology companies
Marc Steinberg
Partner, Elliott Investment Management L.P.
Director since 2022
Marc Steinberg is a Partner at Elliott Investment Management
L.P., an investment management firm. He is responsible for public
and private equity investments across a range of industries,
including the technology, media and telecommunications sectors.
In addition to his public company boards, Mr. Steinberg currently
serves on the board of directors of several private companies,
including Nielsen, a global leader in audience insights, data and
analytics, and Syneos Health, a fully integrated biopharmaceutical
solutions organization. Prior to joining Elliott in 2015, Mr.
Steinberg worked at investment bank Centerview Partners. Mr.
Steinberg continues to serve on our board pursuant to the
investment agreement entered into by and among the company,
Elliott Associates, L.P., and Elliott International L.P. in March
2026. A description and copy of the investment agreement is
available on the Form 8-K filed with the SEC on March 3, 2026.
Our committees
•
Audit Committee (member)
Other current public boards
•
Honeywell International, Inc. (member of audit
committee)
•
Etsy, Inc. (member of audit committee)
Education
•
Bachelor of Arts in Economics, Harvard College
Relevant experience
Strong experience in financial management and
industry expertise as a strategic advisor to
technology companies
Election of directors
Pinterest 2026 Proxy Statement
15
Class II directors continuing in office until the 2027
annual meeting of stockholders
Fredric Reynolds
Former Executive Vice President and Chief Financial Officer, CBS Corporation
Director since 2017
Fredric Reynolds served as Executive Vice President and Chief
Financial Officer of CBS Corporation, a mass media company,
from 2006 to 2009. From 2001 to 2005, he served as President
and Chief Executive Officer of Viacom Television Stations Group
and as Executive Vice President and Chief Financial Officer of
Viacom Inc. from 2000 to 2001. He also served as Executive Vice
President and Chief Financial Officer of Westinghouse Electric
Corporation, a predecessor of CBS Corporation. Prior to that, Mr.
Reynolds held several positions at PepsiCo, a food and beverage
corporation, for twelve years, including Chief Financial Officer or
Financial Officer at Pizza Hut, Pepsi-Cola International, Kentucky
Fried Chicken Worldwide and Frito-Lay. Mr. Reynolds served on
the board of directors of MGM Holdings Inc. from 2010 to 2022
and Mondelez International, Inc. (formerly Kraft Foods) from
2007 to 2022.
Our committees
•
Audit Committee (member)
Other current public boards
•
RTX Corporation (formerly Raytheon Technologies)
(lead director, member of governance and public
policy committee and human capital and
compensation committee)
Education
•
Bachelor in Business Administration, University
of Miami
•
Certified Public Accountant
Relevant experience
Extensive financial, leadership and media expertise,
management experience in a broad range of
companies and service on the board of
public companies
Election of directors
16
Pinterest 2026 Proxy Statement
Scott Schenkel
Chief Financial Officer, Expedia Group Inc.
Director since 2023
Scott Schenkel has served as the Chief Financial Officer for
Expedia Group, Inc., an online travel company, since December
2024. Prior to joining Expedia, Mr. Schenkel served as the Interim
CEO and as a director of eBay Inc., a multinational e-commerce
company, from September 2019 through April 2020 and its Senior
Vice President and Chief Financial Officer, leading finance,
analytics and information technology, as well as eBay’s Classifieds
business unit from 2015 to 2019. Prior to the eBay CFO role, Mr.
Schenkel spent six years as Senior Vice President and Chief
Financial Officer of eBay Marketplace, where he was responsible
for overseeing finance, analytics, strategy and innovation across
the business. He joined eBay in 2007 as Vice President of Global
Financial Planning and Analytics.
Prior to eBay, Mr. Schenkel spent nearly 17 years at General
Electric Company in a variety of financial leadership roles.
Mr. Schenkel's last role at GE was the Chief Financial Officer of
GE Healthcare Clinical Systems, a global healthcare equipment
and clinical information technology solutions provider.
Mr. Schenkel previously served on the board of NetApp, a public
company, and Forter, a private company.
Our committees
•
Audit Committee (chair)
Other current public boards
•
None
Education
•
Bachelor of Science in Finance, Virginia Polytechnic
Institute and State University's Pamplin College
of Business
Relevant experience
Extensive financial, leadership and industry expertise,
management experience in a broad range of
companies and service on the board of
public companies
Election of directors
Pinterest 2026 Proxy Statement
17
Kecia Steelman
President and Chief Executive Officer, Ulta Beauty, Inc.
Director since 2026
Kecia Steelman has served as President and Chief Executive
Officer of Ulta Beauty, Inc., a specialized beauty products retailer,
since 2025. Prior to becoming CEO at Ulta Beauty, Ms. Steelman
served in roles of increasing responsibility and executive
leadership at the company . Prior to joining Ulta Beauty, she held
senior leadership positions at Family Dollar, including serving as
Group Vice President and Vice President of Project
Implementation & Operations, and at Home Depot. Ms. Steelman
brings deep experience and knowledge in consumer-centered
businesses. In addition to her public-company board service, Ms.
Steelman also serves on the boards of the Bay Club Company (a
private company), the Retail Industry Leaders Association, the
Alder Planetarium and the Breast Cancer Research Foundation.
Our committees
•
Compensation Committee (member)
Other current public boards
•
Ulta Beauty, Inc.
Education
•
Bachelor of Business Management, Kennedy
Western University
Relevant experience
Extensive C-suite level experience in consumer retail
and operations
Election of directors
18
Pinterest 2026 Proxy Statement
Andrea Wishom
Former
President, Skywalker Holdings LLC
Director since 2020; Lead Independent Director
Andrea Wishom served as President of Skywalker Holdings, LLC, a
multi-billion dollar diversified private holding company and family
office, from 2017 to 2026. She oversaw over a billion dollars in
assets for various business units, human resources, finance, and
all philanthropic and creative aspects for the company. Before
joining Skywalker, Ms. Wishom spent over 20 years at Harpo
Productions, an American multimedia production company. At
Harpo Productions she held various production, programming,
development and executive roles for The Oprah Winfrey Show,
Harpo Studios and OWN: The Oprah Winfrey Network. most
recently serving as the Executive Vice President. Ms. Wishom
previously served on the board of directors of Nextdoor Holdings,
Inc. from 2021 to 2023. She currently serves on the board of
directors of several private companies, including Tory Burch LLC
and Inflection AI.
Our committees
•
Compensation Committee (member)
•
Governance Committee (member)
Other current public boards
•
None
Education
•
Bachelor of Arts in English, University of
California, Berkeley
Relevant experience
Extensive experience in media industry and C-suite-
level management experience
Election of directors
Pinterest 2026 Proxy Statement
19
Class III directors continuing in office until the 2028
annual meeting of stockholders
Leslie Kilgore
Former Chief Marketing Officer, Netflix, Inc.
Director since 2019
Leslie Kilgore served as Chief Marketing Officer of Netflix, Inc., an
online entertainment service, from 2000 to 2012. From 1999 to
2000, she served as Director of Marketing of Amazon.com, Inc.,
an online retail company. Ms. Kilgore held various positions,
including Brand Manager, at The Procter & Gamble Company, a
manufacturer and marketer of consumer products, from 1992 to
1999. In addition to her public company boards, she serves on the
board of directors of Discord Inc. She previously served on the
board of directors of Nextdoor Holdings, Inc. from 2021 to 2023,
Medallia, Inc. from 2015 to 2021, and LinkedIn Corp. from 2010
to 2016.
Our committees
•
Compensation Committee (chair)
Other current public boards
•
Netflix, Inc. (chair of compensation committee)
Education
•
Master of Business Administration, Stanford
University Graduate School of Business
•
Bachelor of Science, Wharton School of Business at
the University of Pennsylvania
Relevant experience
Extensive experience as a marketing executive with
internet retailers and consumer product companies
and experience as a board member of public and
private companies
Election of directors
20
Pinterest 2026 Proxy Statement
Bill Ready
CEO, Pinterest
Director since 2022
Bill Ready has served as the Chief Executive Officer and a
Director of Pinterest since 2022.
Prior to Pinterest, Mr. Ready served as the president of
commerce, payments & next billion users at Alphabet, Inc.
(Google), a technology company, from January 2020 until June
2022.
Prior to Google, as a serial entrepreneur, Mr. Ready spent decades
building and scaling some of the world’s most impactful
technology platforms. Mr. Ready served as president of iPay
Technologies from 2008 to 2011. From August 2011 to December
2013, he was the chief executive officer of Braintree, a mobile and
web payment systems company. After Braintree acquired Venmo,
Mr. Ready served simultaneously as CEO of Venmo and Braintree.
After PayPal acquired Braintree in December 2013, he continued
to lead Braintree operations while in various roles at PayPal. Mr.
Ready then served as PayPal's senior vice president, global head,
product & engineering from July 2015 to September 2016, before
becoming PayPal’s executive vice president and chief operating
officer from October 2016 through July 2019. Mr. Ready
continued as executive vice president through December 2019
during the transition until he departed PayPal for Google.
Previously, Mr. Ready was executive in residence at Accel
Partners, a leading Silicon Valley venture capital and growth
equity firm, worked as a strategy consultant for McKinsey &
Company, where he advised leading financial technology
companies and served as a member of the board of directors of
Automatic Data Processing, Inc. In addition to his public company
boards, Mr. Ready is currently a senior advisor and limited partner
of Silversmith Capital Partners.
Our committees
•
None
Other current public boards
•
Williams Sonoma, Inc. (member of audit and finance
committee and compensation committee)
•
Visa, Inc. (member of finance committee and
nominating and corporate governance committee)
Education
•
Master of Business Administration, Harvard
Business School
•
Bachelor of Science in Information Systems and
Finance, University of Louisville
Relevant experience
Extensive experience as a C-suite-level officer and
director of various technology companies
Election of directors
Pinterest 2026 Proxy Statement
21
Benjamin Silbermann
Co-Founder, Pinterest
Director since 2008; Non-Executive Chair
Benjamin Silbermann is a Co-Founder and non-Executive Chair of
Pinterest. He previously served as our Chief Executive Officer
from 2008 and as President from 2012 until June 2022. Prior to
co-founding Pinterest, Mr. Silbermann worked at Alphabet Inc., a
technology company, from 2006 to 2008. He currently serves on
the board of The How We Feel Project, a nonprofit organization.
Our committees
•
None
Other current public boards
•
None
Education
•
Bachelor of Arts in Political Science, Yale University
Relevant experience
Deep knowledge and understanding of our company,
strategy and business as our former President and
CEO and experience with product development
Salaam Coleman Smith
Former EVP, The Walt Disney’s ABC Television Group
Director since 2020
Salaam Coleman Smith served as Executive Vice President at
The Walt Disney’s ABC Television Group, a multinational
broadcast television group from 2014 to 2016, overseeing
Strategy and Programming for ABC Family. Prior to joining The
Walt Disney Company, Ms. Smith worked at Comcast
NBCUniversal, a multinational media company, since 2003,
where she served as President of Style Network from 2008 to
2013. Prior to joining Comcast NBCUniversal, Ms. Smith worked
at Viacom Inc., a multinational mass media conglomerate, for
nearly ten years where she served as a senior executive within
MTV Networks International Division and helped oversee
Nickelodeon’s global expansion in Europe, Asia, and Latin
America. Ms. Smith has served as a board member for several
non-profit organizations, including Women in Cable
Telecommunications and Dress For Success. She previously
served on the boards of Gap, Inc., a public company, and Scopely, a
private online gaming company.
Our committees
•
Audit Committee (member)
•
Governance Committee (member)
Other current public boards
•
None
Education
•
Bachelor of Science in Industrial Engineering,
Stanford University
Relevant experience
Strong expertise in global media, multi-platform
content, brand development, strategic planning,
financial management, consumer-centric insights
and C-level management
Election of directors
22
Pinterest 2026 Proxy Statement
Director selection and recruitment
The governance committee is responsible for, among other things, overseeing succession planning for directors and
ensuring that we have a qualified board to oversee management’s execution of the company’s strategy and safeguard the
long-term interests of stockholders. In this regard, the governance committee is charged with identifying, evaluating and
recommending potential director candidates.
1
Identify
•
In identifying potential candidates for board membership, the governance
committee considers recommendations from directors, stockholders, management
and others, including, from time to time, executive search firms to assist it in locating
qualified candidates.
•
The governance committee does not distinguish between nominees recommended by
stockholders and other nominee recommendations.
2
Evaluate
•
Once potential director candidates are identified, the governance committee, with the
assistance of management, undertakes an extensive vetting process that considers each
candidate’s background, experience, qualifications, independence and fit with the
board’s priorities.
•
As part of this vetting process, the governance committee, as well as other members of the
board and the CEO, conduct a series of interviews with the candidates.
3
Recommend
•
If the governance committee determines that a potential candidate meets the needs of the
board and the company and has the desired qualifications and experiences, it recommends
the candidate’s nomination or appointment to the full board for consideration.
The governance committee strives to maintain an engaged, independent board with broad and diverse perspective,
experience and judgment that is committed to representing the long-term interests of our stockholders. The governance
committee considers a wide range of factors when selecting and recruiting director candidates, including achieving:
•
an experienced and qualified board.
The governance committee seeks directors with a record of accomplishment in
their chosen fields that are relevant to our company and its industry.
•
diversity.
The governance committee seeks candidates representing a diversity of occupational and personal
backgrounds, knowledge, skills, qualifications and viewpoints so that the board provides effective oversight of the
management of the company. The governance committee reviews the board’s effectiveness in balancing these
considerations when assessing the composition of the board.
•
board refreshment.
We believe that Pinterest benefits from fostering a mix of experienced directors with a deep
understanding of the company and its industry and those who bring fresh perspectives. We regularly refresh our board
and have added four new directors over the past three years.
•
ideal board size.
The board currently has twelve directors and three classes of directors. The board believes this size
works well as it provides a sufficient number of directors to achieve an appropriate mix of experience and meet its
oversight responsibilities while promoting accountability and efficiency.
•
a board with strong personal attributes.
We believe that all of our directors should possess the following personal
attributes: high integrity and good judgment, absence of legal or regulatory impediments, independence of mind and
strength of character to effectively represent the best interests of all stockholders and provide practical insights and
diverse perspectives, ability to act in an oversight capacity, appreciation for the issues confronting a public company,
adequate time to devote to the board and its committees, and willingness to assume broad, fiduciary responsibilities on
behalf of all stockholders. As part of its annual assessment of board composition in connection with the director
nomination process, the governance committee considers whether each candidate is in compliance with the limits on
other public company board service contained in our Corporate Governance Guidelines.
Election of directors
Pinterest 2026 Proxy Statement
23
Stockholder recommendations of director candidates
The governance committee considers director candidates recommended by stockholders. Stockholders may recommend a
candidate by writing to the Corporate Secretary at the company’s address listed on page 70 of this Proxy Statement and
including all information that our amended and restated bylaws (our “bylaws”) require for director nominations.
Stockholder proxy access right
We have adopted proxy access. Our bylaws permit stockholders (either individually or in a group of up to 20 stockholders)
that have owned 3% or more of Pinterest’s outstanding shares continuously for at least three years to submit director
nominees (the greater of two directors or up to 20% of our board) for inclusion in our proxy materials. For additional
information, see “Stockholder proposals for the 2027 annual meeting of stockholders.”
Director independence
At least a majority of our board members, including all members of our audit, compensation and governance committees,
are required to be independent under New York Stock Exchange (“NYSE”) listing rules. The board, with the assistance of
the governance committee, considers all relevant facts and circumstances when making its independence determinations.
A substantial majority of our board—ten out of twelve directors—is independent.
The board has affirmatively determined that Mr. Bergh, Ms. Kilgore, Mr. Rajaram, Ms. Reuter, Mr. Reynolds, Mr. Schenkel
Ms. Smith, Ms. Steelman, Mr. Steinberg and Ms. Wishom do not have relationships that would interfere with the exercise
of their independent judgment in carrying out the responsibilities as a director and each of these directors is “independent”
as that term is defined under the listing standards of the NYSE. The board also determined that Jeremy Levine, who served
as a director until September 18, 2025, was independent during the time that he served as a director. In making these
determinations, the board considered the current and prior relationships that each of these directors has with our
company and all other facts and circumstances our board deemed relevant in determining their independence, including
the beneficial ownership of our capital stock by each non-employee director (and any investor with which they are
affiliated) and the transactions involving them. The board also took into account that Pinterest from time to time engages
in business in the ordinary course with entities where our directors are employed, serve on the board or otherwise provide
services to such entities.
Election of directors
24
Pinterest 2026 Proxy Statement
Corporate governance
Board structure and role
Our board is currently comprised of twelve directors and is divided into three classes, with each class having a
three-year term.
Board leadership structure
The board regularly reviews its leadership structure to evaluate whether the structure remains appropriate for the
company, and the directors annually elect the chair of the board. Currently, the roles of board chair and CEO are
separate. Since 2022, Bill Ready has served as our CEO, and Benjamin Silbermann has served as our chair. We believe the
board continues to benefit from Mr. Silbermann’s deep understanding of our business and culture, as well as his
leadership in shaping and driving the company’s strategic priorities and business plans.
Our corporate governance guidelines provide that if the chair is not otherwise independent, the independent directors will
select one of our independent directors to serve as our lead independent director. Andrea Wishom currently serves as our
lead independent director. We have structured the lead independent director role in a manner that we believe reinforces
the independence of the board and continues to best serve the long-term interests of our stockholders. A summary of the
roles and responsibilities of the board chair and lead independent director is provided below.
Benjamin Silbermann
Non-Executive Chair
Andrea Wishom
Lead Independent Director
Primary responsibilities
•
presiding over meetings of the board;
•
advising and supporting the CEO and senior
management on the company’s long-term
strategy-planning and capability-building;
•
approving the agenda for board meetings in
consultation with the lead independent director and
the CEO;
•
consulting with the lead independent director on the
annual board evaluation, at the direction of the
governance committee;
•
being involved in the maintenance of key strategic
relationships and stakeholder communications,
as appropriate;
•
consulting with the governance committee, as needed,
in connection with the committee’s evaluation and
recommendation of candidates for election to the
board; and
•
being available to the CEO and the board to assume
additional responsibilities, as may be requested from
time to time.
Primary responsibilities
•
serving as liaison between the CEO, non-executive
chair and the independent directors
•
presiding over meetings of the board at which the
non-executive chair is not present, including executive
sessions of our independent directors;
•
approving the agenda for board meetings in
consultation with the CEO and non-executive chair;
•
ensuring the board receives adequate and
timely information;
•
providing feedback to the CEO regarding
his performance;
•
conducting the annual board evaluation in
consultation with the non-executive chair, at the
direction of the governance committee;
•
being available for consultations and communications
with major stockholders upon request;
•
calling special meetings of the board and
stockholders; and
•
calling executive sessions of the
independent directors.
The board believes that its selection of the current leadership structure is not impacted by the board’s risk oversight
function and the board is effective in overseeing risk, as described in the “Board’s role in risk oversight” section below,
under a variety of leadership frameworks.
Pinterest 2026 Proxy Statement
25
Board committees
Our board has established three standing committees—an audit committee, a compensation committee and a governance
committee. The composition and responsibilities of each are described below.
The board has determined that each member of each committee is independent and meets the NYSE and SEC
independence standards for serving on such committee, as applicable. The board also has determined that, in accordance
with the SEC and NYSE rules, each member of the audit committee is financially literate and each of Mr. Schenkel, Ms.
Reuter and Mr. Reynolds is an audit committee financial expert. Members serve on these committees until their
resignation or until otherwise determined by the board. The board has adopted written charters for each of the audit
committee, compensation committee and governance committee which are available at https://investor.pinterestinc.com/
governance/governance-documents. Each of the committees has authority to engage legal counsel or other experts or
consultants as it deems appropriate to carry out its responsibilities. The board may establish other committees as it deems
necessary or appropriate from time to time.
Audit and risk
committee
Current members:
Scott Schenkel (chair)
Emily Reuter
Fredric Reynolds
Salaam Coleman Smith
Marc Steinberg
Number of meetings held
in 2025: 11
The audit committee is primarily responsible for:
•
overseeing the company’s financial and accounting reporting processes,
including internal controls over financial reporting and the internal audit
function;
•
reviewing the company's annual audit results, annual audited financial
statements and quarterly financial statements;
•
overseeing the company's relationship with its independent auditors, including
appointing or changing the company’s auditors and assessing their
independence, qualification and performance;
•
overseeing significant financial matters, including tax planning, treasury policies,
financial risk exposure, dividends and share issuances and repurchases; and
•
overseeing the company’s enterprise risk management program and compliance
with applicable legal and regulatory requirements as well as overseeing risk
programs in areas such as information security, data protection and privacy.
Talent
development and
compensation
committee
Current members:
Leslie Kilgore (chair)
Chip Bergh
Gokul Rajaram
Kecia Steelman
Andrea Wishom
Number of meetings held
in 2025: 5
The compensation committee is primarily responsible for:
•
overseeing the compensation of the company’s directors and employees;
•
establishing, reviewing and administering the compensation of our
executive officers;
•
administering the company’s equity-based plans and certain other
compensation plans;
•
overseeing the management of risks for succession planning, compensation and
other talent-related risk exposures;
•
evaluating the post service arrangements and benefits of our executive officers,
including the CEO;
•
overseeing the implementation and administration of our compensation recoupment
or clawback policy;
•
reviewing the operation and structure of the company’s compensation program; and
•
evaluating the company’s programs and practices relating to talent and leadership
development and management, including matters relating to the attraction,
development and retention of a talented workforce with a broad range of
experiences and backgrounds.
Corporate governance
26
Pinterest 2026 Proxy Statement
Nominating and
corporate
governance
committee
Current members:
Chip Bergh (chair)
Salaam Coleman Smith
Andrea Wishom
Number of meetings held
in 2025: 4
The governance committee is responsible for:
•
evaluating the size, composition, organization and governance of the board and
its committees;
•
assisting the board in identifying and evaluating candidates qualified to be
appointed as a board member;
•
developing, updating and recommending to the board the corporate governance
guidelines applicable to the company;
•
recommending potential candidates to the board for its approval to propose
such candidates to the stockholders for election to the board;
•
reviewing and recommending to the board the independence determinations
of the directors as well as recommending to the board the composition of
each committee;
•
reviewing the company’s impact reporting, strategy, goals, and significant
initiatives; and
•
reviewing the performance and annual self-evaluation of the board and each of
its committees.
Board’s role
The board is elected to oversee management and safeguard stockholders’ long-term interests. A key function of the board
is reviewing, approving (where appropriate) and actively monitoring management’s execution of the company’s long-term
strategic goals. The board actively engages on Pinterest matters throughout the year, including at quarterly board
meetings and regular meetings of each committee, where they receive updates from key management personnel. The
board and committees also have meetings as needed in between their regular meetings. Directors also regularly engage
with and provide counsel to management through informal calls and meetings.
The primary responsibilities of the board include:
reviewing and overseeing the company’s
strategic direction and objectives
overseeing the company’s
legal and
regulatory compliance
succession planning
for the CEO and key executives
monitoring the company’s
accounting and financial
reporting
practices and controls
overseeing the company’s
risk exposure
evaluating the
board’s composition, performance
and effectiveness
overseeing the
company’s talent development
and management
establishing the
compensation of our directors
and executives
Board’s role in strategy
Our board recognizes the importance of ensuring that our overall business strategy is designed to create long-term,
sustainable value for our stockholders. Our board has an oversight role in helping management formulate, plan and
implement our company’s strategy. The board has a robust annual strategic planning process that includes developing and
reviewing elements of our business, strategic and financial plans with our executive leadership team. The board gets
updates on the company’s strategy progress and challenges, as well as related risks, throughout the year.
Corporate governance
Pinterest 2026 Proxy Statement
27
Board’s role in risk oversight
Our board is responsible for overseeing how we manage risk at Pinterest. This is carried out both at the full board level and
through each of the standing committees.
Through our enterprise risk assessment (“ERA”) process, we maintain a defined approach to assessing and managing risks
and circumstances that could impact our ability to achieve strategic objectives. We refresh our ERA process annually,
using the previous year’s ERA results as a baseline, researching potential emerging risks and interviewing relevant
stakeholders to gather perspectives on the company’s top enterprise risks. These insights help direct ongoing risk
management conversations with management and the board, including expanding management awareness and oversight
on newly identified risks.
Board of directors
The full board is responsible for monitoring and assessing strategic risk exposure, including determining the nature
and level of risk appropriate for the company, and the committees are responsible for monitoring and assessing
risks inherent in their respective oversight functions as follows:
Audit committee
oversees our enterprise risk
management program and
significant financial risk
exposures and certain legal,
regulatory and operational risk
exposures, including with
respect to disclosure controls
and procedures, information
security/cybersecurity, data
protection and privacy.
Compensation committee
oversees significant
compensation and other talent-
related risk exposures, including
risks and exposures associated
with leadership assessment,
management succession
planning, executive
compensation programs and
arrangements and talent and
leadership development and
management, including matters
relating to the attraction,
development and retention of a
talented workforce with a broad
range of experiences and
backgrounds.
Governance committee
oversees significant governance
risk exposures, including with
respect to corporate
governance, impact matters,
board effectiveness and board
succession planning.
Management
Management meets periodically with the board and each committee to review risk oversight matters and
periodically provides reports to them on these matters.
Corporate governance
28
Pinterest 2026 Proxy Statement
Board engagement
Attendance at board and committee meetings
We encourage all our directors to attend and actively participate in all meetings of the board and any committees on which
they serve. In
2025
, the board held 8 meetings, and each director attended 75% or more of the aggregate number of
meetings of the board and of the committees on which they served during the year. Directors are also encouraged to
attend the annual stockholders’ meetings. All directors then serving on the board attended the
2025
annual stockholders’
meeting.
Director orientation and education
New directors participate in an orientation program, which generally addresses the company’s strategic plans, significant
risk exposures and compliance programs (including our Code of Business Conduct & Ethics and other applicable policies).
The directors and the company are committed to providing all directors with an orientation and adequate and consistent
continuing education.
Board evaluation
The lead independent director and the governance committee oversee the performance and annual self-evaluation
process for the board and each standing committee. They conduct interviews of each board member for their observations
and suggestions on the effectiveness of the board. The governance committee chair and lead independent director, along
with any applicable consultants, discuss results with the board and may make recommendations to the chair of the board
on any changes as they deem necessary.
Impact
Our mission is to give people the inspiration to create a life they love. We have ongoing efforts to address social and
environmental priorities underpinned by strong corporate governance to further our mission and help deliver sustainable
long-term value to our stockholders. We are working to be a positive force for good across our business, with a particular
focus on four main areas: people, product, planet and governance.
In August 2025, we released our latest Impact Report, which is available on our investor relations website under “Impact.”
We also regularly post company initiatives and information at https://investor.pinterestinc.com.
Below we describe highlights of our on-going impact efforts.
People
Our employees make Pinterest the success that it is. We are committed to meeting their real-world needs and
championing emotional wellbeing so they can bring their best selves to work.
Benefits that meet real-world needs
. PinFlex is our flexible work model designed to enable us to meet the needs of the
business while empowering our employees to work from a Pinterest office or a virtual location for work that can be
performed anywhere within their country of employment. Pinflex may look different from team to team – and that’s by
design, grounded in our commitment to flexibility that enables productivity, quality, and business growth. Through our
Global30 program, eligible employees can work outside their country for up to thirty calendar days.
We strive to give all employees choices that are best for their careers and their lives with a comprehensive suite of
medical, dental, disability and mental health benefits. For example, we offer new parents at least 20 weeks of leave
globally.
Employee wellbeing
. We offer our employees access to mental health and wellbeing resources, including services like Lyra
and Calm. In addition, to promote financial wellbeing, we also offer programs like financial planning and investment
services. Our employee resource groups, which we call Pinclusion groups and are open to all of our employees, continue to
create community, provide resources and host inspiring events to support our employees’ wellbeing. One of our Pinclusion
Groups, Pinable, uniquely creates space for colleagues to connect on mental health topics and activities. It activates peer-
Corporate governance
Pinterest 2026 Proxy Statement
29
to-peer support through monthly healthy hours (open forums and guided discussions) and group meditations. Last year, we
provided a new leadership development experience for our Pinclusion group leads. During this experience, they joined
fellow leaders, senior executives, groundbreaking researchers and world-renowned speakers for a two-day summit
focused on the intersection of wellness, psychology and courageous leadership.
Building an inclusive workplace
. We are committed to creating a workplace where everyone feels a sense of belonging
and has a fair and equal opportunity to contribute, grow and lead. Our recruiting and hiring strategies are aligned to this
goal. We seek to attract qualified candidates from a wide variety of career backgrounds, industries, geographies and
experiences during our hiring process, including at the leadership level, holistically through a merit-based process.
While it is every employee’s responsibility to make Pinterest an inclusive workplace, it is also the responsibility of our
management and the board. We seek inclusion and belonging (“I&B”) at the highest level in our organization. As described
in this Proxy Statement, our board as well as our leadership team has a broad range of backgrounds, skills, expertise and
experience relevant to our company. Our compensation committee oversees our I&B strategy, and management regularly
updates the compensation committee on our I&B objectives and any relevant broader industry trends and observations.
Caring for communities
. Pinterest aims to have a positive and inspiring impact on the communities we serve. That ranges
from emergency and disaster response efforts through employee volunteer service and donation matching contributions,
to our corporate grantmaking and partnerships. In 2025, employees logged more than 6,700 volunteer hours and raised
$1.8 million, including funds matched by Pinterest.
Through the Pinterest Impact Fund, we have invested $40 million to date in nonprofit organizations around the world that
are working to advance youth mental health, emotional wellbeing and community resilience.
In 2025, we built off our work to keep young people safe online and extend that impact offline by partnering with federal,
state, and local leaders to help address the youth mental health crisis. We continued our first public
-
private partnership
into Year 2 of the Youth Mental Health Corps, expanding this national service opportunity for young people serving as
youth mental health navigators in schools and community-based organizations to 11 states. Through our partnership with
the International Society for Technology in Education, we also helped school districts across the country embed
student
-
centered digital citizenship into everyday teaching and learning. Lastly, our investment in the Hidden Healing
Fund equipped 11 community organizations in the US & UK with financial and capacity support in fostering youth healing,
resilience, and self-expression through creative arts and community-building experiences. Additionally, we remained
committed to our leadership role as the founding signatory of the Inspired Internet Pledge, exceeding our 2025
commitments and launching multiple new initiatives. Our commitments may be found at https://inspiredinternet.org/
signatory/pinterest/.
Product
We are intentional in our efforts to create a positive, welcoming, and inspiring corner of the internet.
A positive corner of the internet.
Delivering a positive platform starts with proactive content guidelines that prioritize
user safety and wellbeing. Community guidelines govern what is not allowed on Pinterest. They are designed to nurture a
positive, welcoming and—above all—inspiring corner of the internet. Comprehensive Advertising Guidelines make it clear
what can be promoted on our platform. We work hard to keep these guidelines up-to-date and strive to take action against
violating content.
These comprehensive community and advertising guidelines are regularly re-evaluated and updated to address the latest
issues and developments online.
Whether it is enhancing teen safety or creating a more inclusive online experience, we are deliberate about improving our
platform through policy decisions and product developments. Examples of our longstanding commitment to delivering a
positive platform include product updates that are designed to protect our users, including the launch of private profiles as
well as features that give users more control over their followers, improved options for collaborating only with people they
know, and the ability for parents to easily opt in and out of a parental passcodes for teens.
A place of inclusion.
Building a positive corner of the internet means building for everyone. This is why we rolled out body
type ranges, our innovative tool which gives users the choice to self-select what body types are featured in their search
results for women’s fashion and wedding ideas, in the US, Canada, UK, Ireland, Germany, France, Australia, and New
Corporate governance
30
Pinterest 2026 Proxy Statement
Zealand in 2024. The tool is powered by Pinterest’s patent-pending innovation, body type technology, which uses shape,
size and form to identify various body types in over 5.4 billion images on the platform.
Responsible AI efforts
. At Pinterest, we believe that AI, when developed with positive intent and responsibility, can be a
powerful tool in helping people create lives they love. AI underpins the positive, visual, and actionable experiences we
strive to deliver, fueling new avenues for creativity and inspiration. We are committed to advancing AI innovation while
prioritizing caution and safety, raising the bar on trust, wellbeing, and inclusivity. Our goal is to make Pinterest one of the
internet’s safest, most positive, and welcoming online platforms.
True leadership in our industry means making user wellbeing central to how we measure success, and taking real
responsibility for the safety of our products. At Pinterest, we see it as our responsibility to intentionally design and tune
our AI to enhance wellbeing rather than simply capture attention.
Prioritizing data privacy.
We want to give people easy-to-access information on how their data is used by maintaining a
clear, regularly updated online privacy policy. Our information security team oversees all data and business security areas,
including: enterprise security, product security, security operations, infrastructure security, intrusion detection and
response, and governance, risk and compliance. Additionally, we emphasize the shared responsibility of our workforce to
support ongoing product and company security. This is communicated during employee onboarding, and every year after,
with employees required to complete periodic security awareness and compliance training.
Planet
When it comes to protecting the planet, we believe everyone has a role to play. At Pinterest, we’re committed to inspiring
action—across our platform, within our operations and throughout communities—starting with reducing our own
greenhouse gas emissions.
Reducing our emissions
. We’re making progress against our three validated science-based targets. These include
reductions across our Scope 1, 2 and 3 emissions in addition to maintaining our active annual sourcing of renewable
electricity at 100% through 2030. We look forward to sharing progress against our near-term emissions reduction targets
in our forthcoming 2026 Impact Report.
Partnering for Earth
. Addressing climate change requires global, cross-industry collaboration. It is why we maintain
memberships with organizations that support a shared responsibility for realizing a healthier planet. It is also why we
collaborate with our cloud computing partner to better understand our indirect carbon footprint and their goals for
measuring and reducing the impact of the data centers they operate. PinPlanet, our employee resource group whose
mission is to create a sustainable future for all, engages hundreds of employees across our global locations throughout the
year. During Earth Month, employees received fresh farmers market produce, attended training on greenwashing and
media decarbonization, joined virtual climate trivia games, and more.
Governance
It is not just what we do that matters but how we do it. Good corporate governance drives accountability, transparency
and decision-making that strengthens stakeholder confidence. Our board oversees and reviews the company’s strategic
direction and objectives, considering (among other things) risk profile and exposure and key stakeholder relationships.
Three standing board committees have distinct responsibilities, including impact-specific responsibilities. The governance
committee is responsible for reviewing our impact strategy, goals, initiatives and reporting on impact matters. Our
management regularly updates the committee on impact matters. In addition, the compensation committee is responsible
for overseeing our I&B objectives. Our corporate governance practices are further described throughout this Proxy
Statement.
We maintain various publicly available company policies, including a Code of Business Conduct & Ethics that outlines the
ethical, lawful conduct we expect from everyone at Pinterest. A Supplier Code of Conduct establishes expectations for
suppliers working with Pinterest.
Every new hire must complete Ethics & Code of Conduct training and confirm they have read the code. Periodic
communications and refresher trainings on this and related topics support our ongoing efforts to enhance employee
understanding of these expectations.
Corporate governance
Pinterest 2026 Proxy Statement
31
Other governance practices
Corporate governance guidelines
The board has adopted corporate governance guidelines, which you can find on our website
(https://
investor.pinterestinc.com/governance/governance-documents)
, that we believe reflect the board’s commitment to governance
practices that enhance corporate responsibility and accountability. The board annually reviews these guidelines, along
with the charters for the board’s standing committees (the audit committee, compensation committee and governance
committee), so that our policies and programs continue to reflect good corporate governance practices.
Code of ethics
We have adopted a Code of Business Conduct and Ethics applicable to our directors, employees and contractors, including
our CEO, CFO and other executive officers and all persons performing similar functions. A copy of that code is available on
our website (
https://investor.pinterestinc.com/governance/governance-documents
). We intend to disclose on our website any
future amendments to, or material waivers from, the code to the extent applicable to our executive officers or directors
and as required by law.
Insider Trading Policy
We have adopted insider trading policies and procedures applicable to the purchase, sale and other transactions in
Pinterest securities by our directors, officers, employees and other covered parties as well as the company itself, that we
believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing
standards of the NYSE. Our Insider Trading Policy, among other things, (i) prohibits our employees and related persons and
entities from trading in securities of Pinterest and certain other companies while in possession of material, non-public
information, (ii) prohibits our employees from disclosing material, non-public information of Pinterest to others who may
trade on the basis of that information, and (iii) requires our employees to transact in Pinterest securities only during an
open window period, subject to limited exceptions.
No compensation committee interlocks or insider participation
None of the members of the compensation committee is currently, or has been at any time, one of our officers or
employees. None of our executive officers currently serve, or have served during the last year, as a member of a board of
directors or compensation committee of any entity that has one or more executive officers serving as a member of our
board or compensation committee.
Communications with the board and stockholder engagement
We have a process by which stockholders and any other interested parties may directly communicate with the board or
any of its directors, including the non-executive chair, lead independent director and independent directors as a group.
Those who wish to communicate with the board or any of its directors may do so by sending written communications
addressed to the Corporate Secretary at the company’s address which can be found on page 70 of this Proxy Statement.
Each communication should specify the applicable addressee or addressees to be contacted, the general topic of the
communication, and the information about your share ownership. The company will initially receive and process
communications before forwarding them to the addressee. Certain items that are unrelated to the duties and
responsibilities of the board will not be forwarded. Such items include, but are not limited to: spam, junk mail and mass
mailings, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or
advertisements. In addition, material that is trivial, obscene, unduly hostile, threatening, or illegal or similarly unsuitable
items will not be forwarded.
We value hearing from our stockholders. We believe that effective corporate governance includes regular, transparent
and constructive communication with our stockholders to understand your perspectives and priorities. Throughout the
year, members of our investor relations team and our management meet with our stockholders from time to time to
address their questions and concerns about our business and the company. In 2025, we had productive dialogues on a
Corporate governance
32
Pinterest 2026 Proxy Statement
number of topics of interest to our stockholders, including company strategy, products and innovation, impact matters and
other issues. We also periodically update our board on investor feedback.
Director compensation
The compensation committee regularly reviews and assesses the form and amount of compensation payable to our
independent directors and, with the assistance of an independent compensation consultant, recommends any appropriate
adjustments to the full board for approval. In February 2025, the compensation committee reviewed the Non-Employee
Director Compensation Policy with its independent compensation consultant and, in order to better align with market
compensation, approved increases in the annual retainer for the chair of the Governance Committee (from $12,000 to
$15,000) and for each governance committee member (from $6,000 to $7,500). Following the compensation committee’s
recommendation, the board also approved these increases. No other changes were made to our director compensation
program. We also reimburse our independent directors for reasonable out-of-pocket travel expenses in connection with
attending board and committee meetings. In addition, we also reimburse board members for fees related to education
opportunities since we think that is integral to their duties and performance.
Pursuant to our Non-Employee Director Compensation Policy, below is a summary of our non-employee director
compensation program for 2025. Mr. Ready does not receive compensation for his services as a director.
Cash compensation ($)
(1)
Annual retainer
50,000
Additional annual retainer for non-Executive Chair
40,000
Additional annual retainer for lead independent director
75,000
Additional annual retainers for committee service
Chair
Member
Audit Committee
26,000
13,000
Compensation Committee
20,000
10,000
Governance Committee
15,000
7,500
Equity compensation ($)
(2)
Initial grant of RSUs
(3)
400,000
Annual grant of RSUs
(4)
260,000
(1)
Paid in quarterly installments on a prospective basis, pro-rated for directors whose service commences during the year.
(2)
Amounts represent the approximate grant date fair value of RSUs that will be settled in shares of Class A common stock. All awards
granted pursuant to the Non-Employee Director Compensation Policy vest, in addition to the schedules below, upon a change in
control of the company.
(3)
Award vests, subject to the director’s continued service, in equal annual installments on the first three anniversaries of the director’s
commencement of service.
(4)
Award vests, subject to the director’s continued service, in full on the earlier of the first anniversary of the grant date or the day prior
to the company’s next annual meeting.
In February 2026, the compensation committee reviewed the Non-Employee Director Compensation Policy with its
independent compensation consultant and, in order to better align with median market compensation, approved increases
in the (i) annual grant date value of RSUs from $260,000 to $270,000 and (ii) annual retainer for the Chair of the Audit
Committee from $26,000 to $30,000 and members of the Audit Committee from $13,000 to $15,000.
Stock ownership guidelines for non-employee directors
We maintain stock ownership guidelines pursuant to which non-employee directors are required to own Pinterest stock
with a value equal to at least five times the amount of the annual cash retainer described above. Unvested RSUs held by a
director are not counted as shares when determining the number of shares owned. Under the guidelines, directors must
comply with this requirement within five years of the date they join the board. If any director does not meet the stock
Corporate governance
Pinterest 2026 Proxy Statement
33
ownership requirement within this time frame, then they must retain 50% of the “net profit shares” resulting from the
vesting of equity awards until they reach the applicable ownership requirement. As of the date hereof, all of our non-
employee directors have met or are on track to meet the ownership requirement within the required timeframe.
The following table sets forth information regarding compensation earned by or paid to our non-employee directors
during 2025.
2025 Director compensation table
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)
(1)(2)
All Other
Compensation
($)
Total
($)
Andrea Wishom
135,000
259,993
—
394,993
Benjamin Silbermann
90,000
259,993
—
349,993
Emily Reuter
(3)
18,123
399,990
—
418,113
Chip Bergh
73,538
259,993
—
333,531
Fredric G. Reynolds
63,000
259,993
—
322,993
Gokul Rajaram
60,000
259,993
—
319,993
Jeremy Levine
(4)
58,908
259,993
—
318,901
Leslie Kilgore
70,000
259,993
—
329,993
Marc Steinberg
63,000
259,993
—
322,993
Salaam Coleman Smith
70,267
259,993
—
330,260
Scott Schenkel
76,000
259,993
—
335,993
(1)
Reported amounts represent the aggregate grant date fair value of RSUs granted during 2025, as computed in accordance with
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See “Notes to consolidated
financial statements” included in our 2025 annual report on Form 10-K for the assumptions used in calculating the grant date fair
value. These amounts do not reflect the actual economic value that may be realized from such awards.
(2)
As of December 31, 2025, Ms. Wishom, Ms. Kilgore, Ms. Smith, Mr. Silbermann, Mr. Reynolds, Mr. Rajaram and, Mr. Steinberg had
8,414 RSUs outstanding; Mr. Bergh had 14,667 RSUs outstanding; Mr. Schenkel had 13,601 RSUs outstanding; and Ms. Reuter had
11,019 RSUs outstanding.
(3)
Ms. Reuter was appointed to the board as a Class I director on September 19, 2025.
(4)
Mr. Levine resigned from the board effective September 18, 2025. Accordingly, his service as a director ended on September 18,
2025. As of December 31, 2025, Mr. Levine had no outstanding equity awards.
Director compensation
34
Pinterest 2026 Proxy Statement
Executive officers
The following table sets forth information for our executive officers as of the date of this Proxy Statement. Our executive
officers are appointed by and serve at the discretion of the board, and each holds office until their successor is duly elected
and qualified or until their earlier resignation or removal. There are no family relationships among any of our directors or
executive officers.
Name
Age
Position
Bill Ready*
46
Chief Executive Officer
Julia Brau Donnelly
43
Chief Financial Officer
Matthew Madrigal
50
Chief Technology Officer
Wanji Walcott
55
Chief Legal & Business Affairs Officer and Corporate Secretary
* See “Our Board of Directors” for Mr. Ready’s background.
Julia Brau Donnelly
has served as our Chief Financial Officer since June 2023. Prior to joining Pinterest, she served as
Vice President, Global Head of Finance and Accounting at Wayfair Inc., an e-commerce platform, overseeing accounting,
financial operations, and strategic corporate finance from September 2019 to June 2023. Before taking this role she
served as Head of Corporate Finance from August 2017 to September 2019, and Director of Strategic Finance and
Investor Relations from March 2016 to August 2017. Prior to joining Wayfair, Ms. Donnelly was a private equity investor
in technology and media companies at Thomas H. Lee Partners in Boston and served on the board of directors at
Agencyport Software and iHeartMedia. Ms. Donnelly holds a Master’s degree in Business Administration from Harvard
Business School and a Bachelor’s degree in Economics from Stanford University.
Matthew Madrigal
has served as our Chief Technology Officer since September 2024, where he leads the company’s
product and platform direction, overseeing the product and engineering teams that build our user experiences and the
machine learning systems that power them. Prior to joining Pinterest, he served as the Vice President and General
Manager of Merchant Shopping at Alphabet, Inc. (Google), a technology company, from 2020 to 2024, where he led the
product and engineering teams that build Google Shopping’s tools, partner integrations, and infrastructure to help
businesses and merchants grow and thrive. From 2014 to 2020, Mr. Madrigal was the Chief Technology and Product
Officer at Fanatics, Inc., a sports e-commerce platform, where he played a key role in shaping the mobile strategy, while
expanding product development and data capabilities driving significant revenue and customer growth. Prior to that, Mr.
Madrigal spent nearly four years at Williams-Sonoma, Inc. in leadership roles, most recently as the SVP of eCommerce &
Marketing. Prior to that, he spent more than eight years leading product and engineering for eBay’s growth marketing and
onsite advertising technology platforms. Mr. Madrigal also serves on the board of Tapestry, Inc., a public company. Mr.
Madrigal holds a Bachelor’s degree from the University of California, Berkeley.
Wanji Walcott
has served as our Chief Legal & Business Affairs Officer and Corporate Secretary since November 2022.
Prior to joining Pinterest, she served as Executive Vice President, Chief Legal Officer at Discover Financial Services, a
financial services company, from July 2019 to October 2022, where she was responsible for overseeing legal, compliance,
regulatory and government relations. Prior to Discover, Ms. Walcott served as Senior Vice President and General Counsel
at PayPal Holdings, Inc., an internet-based payment system company, where she led the company’s global legal
organization from February 2017 to July 2019. Prior to that, she served as Vice President, Product Legal from November
2015 to February 2017. From 2002 to 2015, she held multiple leadership roles at American Express, where she last served
as Senior Vice President, Managing Counsel. She also serves on the board of various non-profit organizations, including the
Economic Club of Chicago, the Botanic Garden of Chicago, the Minority Corporate Counsel Association and The Fredrick
Gunn School. Ms. Walcott holds a Bachelor’s degree in Philosophy from Howard University and a Juris Doctor from the
Howard University School of Law.
Pinterest 2026 Proxy Statement
35
Executive compensation
Proposal 2
Non-binding advisory vote on our named
executive officers’ compensation
In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing our
stockholders with the opportunity to express their view, on a non-binding advisory basis, on the compensation of our
named executive officers (commonly known as a “say-on-pay” vote).
This say-on-pay proposal 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 element of compensation but rather the overall
compensation of our named executive officers and our compensation philosophy, policies and practices described in this
Proxy Statement. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative
disclosure that follow for information about our executive compensation program, including details of the 2025
compensation of our named executive officers. Our compensation committee believes that these policies and practices are
effective in implementing our compensation philosophy and achieving our compensation program goals.
As an advisory vote, the outcome of the vote on this proposal is not binding. However, our management team, our board
and our compensation committee, which is responsible for designing and administering our executive compensation
program, value the opinions expressed by our stockholders, and will consider the outcome of this vote when making future
executive compensation decisions. We currently conduct annual say-on-pay votes and, subject to the outcome of Proposal
3, expect to conduct the next say-on-pay vote at our 2027 annual meeting of stockholders.
The board recommends a vote
FOR
the approval, on a non-binding
advisory basis, of our named executive officers’ compensation
36
Pinterest 2026 Proxy Statement
Proposal 3
Non-binding advisory vote on the frequency
of future advisory votes to approve our
named executive officers’ compensation
In accordance with Section 14A of the Securities Exchange Act of 1934, we are providing our stockholders with the
opportunity to express their view, on a non-binding advisory basis, regarding how often we should provide our
stockholders an opportunity to vote, on an advisory basis, on the compensation of our named executive officers
(commonly known as a say-on-pay vote). Stockholders may specify whether they prefer such votes to occur every one
year, two years or three years, or they may abstain from voting. The board recommends that the company hold a say-on-
pay vote every year.
As an advisory vote, the result is not binding on the board. However, the board will give careful consideration to the voting
results on this proposal and expects to be guided by the alternative that receives the greatest number of votes, even if that
alternative does not receive a majority vote in accordance with our bylaws. Notwithstanding the board’s recommendation
and the outcome of the stockholder vote, the board may in the future decide to conduct say-on-pay votes on a more or less
frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of
material changes to compensation programs. The next say-on-frequency vote will occur at the 2032 annual meeting of
stockholders.
The board recommends a vote to hold say-on-pay votes every
ONE
YEAR
Executive compensation
Pinterest 2026 Proxy Statement
37
Compensation discussion and analysis
This Compensation Discussion and Analysis describes the compensation program for our chief executive officer, our chief
financial officer, and our two other current executive officers, and one former executive officer (commonly referred to as
“named executive officers” or “NEOs”). For
2025
, our NEOs were:
Bill Ready
Chief Executive Officer (our “CEO”)
Julia Brau Donnelly
Chief Financial Officer (our “CFO”)
Malik Ducard
Chief Content Officer, former executive officer
Matthew Madrigal
Chief Technology Officer
Wanji Walcott
Chief Legal & Business Affairs Officer and Corporate Secretary
While Mr. Ducard continues to serve as our Chief Content Officer, in February 2026, the board determined that his role no
longer met the threshold to qualify him as an executive officer.
Executive compensation program highlights
Our multi-year journey to enhance the alignment between executive pay and company performance, initiated in 2024,
remains a core focus of our executive compensation strategy. This transformation reflects feedback from our
stockholders, who encouraged us to more strongly link incentive compensation opportunities to performance metrics, as
well as our ongoing commitment to adopt pay programs that drive long-term performance and strengthen retention and
motivation across our leadership team.
Progress since 2024:
•
2024:
We launched the first phase of our transformation by introducing PSUs (performance stock units) into our CEO’s
equity mix—awarding 60% of Mr. Ready’s 2024 equity as PSUs tied to relative total shareholder return (“rTSR”) vesting
over two years (ending in 2026), and 40% as RSUs. We also implemented a one-year performance-based bonus
program for all NEOs that paid out based on our performance against key company financial metrics.
•
2025:
Building on this foundation, we maintained a similar equity mix for the CEO but lengthened his PSU performance
period to three years (2025–2027). For our other NEOs, 2025 equity awards were designed to support our transition to
lengthened vesting periods and introduction of PSUs for all NEOs. As further detailed below, these awards included a
mix of annual refresh and one-time transitional awards, delivered in a mix of PSUs with a two-year performance period
(2026–2027) as well as RSUs. We also transitioned to an annual cash bonus program for all NEOs.
•
2026:
All NEOs were granted PSUs with a three-year performance period (2026 - 2028) as well as RSUs with back-
loaded vesting over the third year following grant, marking achievement of our program design evolution and target
equity mix for this group.
Our changes are intended to further reinforce pay-for-performance alignment and foster the long-term success of
Pinterest. We remain committed to evolving our executive compensation program in response to market trends, business
needs, and input from our stockholders, providing continued alignment between leadership rewards and the value we
deliver to our stockholders.
Executive compensation
38
Pinterest 2026 Proxy Statement
Evolution of Our Incentive Program Design
Fiscal 2024
Fiscal 2025
Fiscal 2026
Bonus
CEO & Other NEOs
CEO & Other NEOs
CEO & Other NEOs
Introduced as 1-year cliff vest
PSUs
Moved to delivery in cash
Maintained cash delivery
Equity Mix
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
Performance-Based Equity
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
Introduced PSUs
with 2-year
performance
period
None
Increased to
3-year
performance
period
Introduced
PSUs with 2-
year
performance
period
3-year
performance
period
Increased to 3-year
performance
period
Time-Based Refresh Equity
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
2-year vesting
2-year vesting
Increased to 3-year
vesting
2-year vesting
3-year vesting
Increased to 3-year
vesting
One-Time Awards
Other NEOs
Bridge Awards
to address gap in
vesting for 2027
Overlay Awards
support risk/
reward profile shift due to PSU
introduction
Executive compensation
Pinterest 2026 Proxy Statement
39
Compensation philosophy
Philosophy
Our executive compensation program is a crucial driver of success, designed to attract, incentivize, and retain talented
leaders essential for competing in a highly competitive environment. By aligning our short-term and long-term
incentive compensation with both company objectives and stockholder interests, we promote a long-term focus that
motivates and rewards our senior executive team for achieving near-term objectives and creating lasting value. We
believe this approach equips and inspires our executives to expand our business and fulfill our strategic goals, thereby
aligning their accomplishments with our overall performance goals and company values.
Objectives
Our executive compensation program is guided by these objectives:
•
drive achievement of Pinterest’s long-term mission;
•
motivate team collaboration (company first, individual function second);
•
attract and retain top talent by compensating competitively based on the executive’s value and performance; and
•
align the interests of our executives with those of our stockholders.
Our Intended Value Approach
For each NEO, our compensation committee establishes an intended total annual compensation level, which
includes a target intended annual equity value. These values are established initially upon hire and reviewed each
year for adjustment taking into consideration relevant factors, including changes to role or responsibility, role
criticality and individual performance. As we have lengthened the equity grant time horizon of our “boxcar
”
annual
equity awards, which largely avoid overlapping vesting periods and do not layer or stack on top of prior year grants,
the period over which this intended value is at risk and subject to appreciation or depreciation relative to our stock
price performance has also lengthened. For example, fiscal 2026 equity grants are sized relative to the intended
target value to be delivered in 2028. The amount each NEO ultimately realizes will be dependent on our stock price
performance over 2026 and 2027, as the award vests on a quarterly pro rata basis over one year.
Our Box Car Equity Structure’s Impact on 2025 Awards
Our annual boxcar equity refresh grants largely avoid overlapping or stacking vesting periods. As we have evolved our
compensation program in line with stockholders’ feedback, our equity grant horizon has extended, with grants now made
years in advance of vesting to better align our equity awards’ performance and vesting horizons with our focus on long-
term performance. In addition, the introduction of PSU awards for all executives during 2025 altered the risk-reward
profile of our equity program. Accordingly, because of the non-overlapping nature of boxcar equity awards, these changes
necessitated transitional awards during 2025. The chart below outlines the 2025 equity awards granted to all NEOs other
than our CEO:
•
Annual refresh boxcar equity awards
, which consisted of RSUs (weighted 85%) and PSUs (weighted 15%) that vest
quarterly in 2026.
•
Bridge equity awards
, which used the same RSU and PSU mix (85%/15%) as our annual awards. These awards address
the gap in equity vesting that would have otherwise occurred in 2027 due to the lengthened year-three vesting period
used for our fiscal 2026 annual refresh boxcar equity awards. Accordingly, the RSUs vest quarterly in 2027, and the
Executive compensation
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Pinterest 2026 Proxy Statement
PSUs cliff vest to the extent earned upon conclusion of the two-year performance period (January 1, 2026–December
31, 2027).
•
Overlay equity awards
, delivered in RSUs, to support the altered risk-reward profile of our program as we shift from a
100% RSU-based program to the 85% RSU weighting introduced in 2025.
In addition to these awards, Mr. Madrigal received a supplemental award based on the compensation committee’s
determination to increase his go-forward intended target annual equity value. As outlined above, our CEO received only
annual refresh boxcar equity awards in fiscal 2025, with 60% of the target value awarded as PSUs and 40% awarded as
RSUs.
2024
2025
2026
2027
2028
Refresh Vesting Extension Resulted In No 2027 Vesting
FY24 Refresh - RSUs (100%)
2-year vesting
No
Scheduled
Vesting
FY25 Refresh - RSUs (100%)
2-year vesting
FY26 Refresh - RSUs (85%)*
3-year vesting
FY26 Refresh - PSUs (15%)*
3-year vesting
2025 Transitional Awards Addressed The Vesting Gap
FY25 Overlay - RSUs (100%)
Vests in the first 3 quarters of 2027
FY25 Bridge - RSUs (85%)
Vests quarterly in 2027
FY25 Bridge - PSUs (15%)
Vests at the end of the performance period
* Fiscal 2026 refresh awards represent post-fiscal year end compensation decisions that will be reported in next year’s
compensation tables.
Executive compensation
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41
Compensation governance
We endeavor to maintain sound governance standards through the administration of our executive compensation
program. The following table summarizes our compensation governance policies and practices.
What we do
fully independent compensation committee
independent compensation consultant to the
compensation committee
annual review of the compensation program, best
practices and market trends
majority of executive compensation tied to
stock value
annual review of succession plans for key
executive officers
“double trigger” termination required for equity
vesting in connection with change in control
annual stockholder non-binding advisory vote
on our compensation program (say-on-pay)
clawback policy in the event of a financial
restatement or misconduct
minimum stock ownership requirement
What we don’t do
pension and executive retirement plans
significant perquisites to executive officers
supplemental executive benefits
“single trigger” equity vesting upon
change in control
employee and director hedging and pledging of
our securities
tax “gross-ups” on change in control payments
dividends or equivalents on unvested
equity awards
The compensation committee, in consultation with its external compensation consultant, will continue to assess and
update our executive compensation program so that it best supports our long-term mission and growth.
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Compensation-setting process
Roles and responsibilities
Role of our
compensation
committee
•
The compensation committee performs the responsibilities of our board relating to the compensation
of our non-employee directors and employees, including our executive officers.
•
The compensation committee has overall responsibility for reviewing our compensation philosophy
and strategy, overseeing our compensation and benefits policies generally, and overseeing and
evaluating the compensation plans, policies, and practices applicable to our CEO as well as our other
executive officers.
•
The compensation committee may form and delegate authority to subcommittees and may delegate
authority to its chair or one or more designated members of the committee.
•
The compensation committee also oversees management of risks for succession planning and
compensation; and evaluates the company’s programs and practices relating to talent and leadership
development and management, including matters relating to the attraction, development and
retention of a talented workforce with a broad range of experiences and backgrounds.
•
The compensation committee operates pursuant to a written charter, which is available on our
website (see page 71 of this Proxy Statement).
Role of our chief
executive officer
•
In discharging its responsibilities, the compensation committee works with members of
our management, including our CEO.
•
Management assists the compensation committee by providing information on corporate and
individual performance, market compensation data, and management’s perspective on compensation
matters.
•
The compensation committee solicits and reviews our CEO’s recommendations with respect to
adjustments to base salaries, long-term equity incentive compensation opportunities, program
structures, and other compensation-related matters for our executive officers (other than with
respect to his own compensation) and considers his recommendations as one of the factors in
determining compensation.
•
Our CEO recuses himself from all discussions and recommendations regarding his own compensation
and is not present when his compensation is discussed.
Role of our
compensation
committee's
consultant
•
Pursuant to its charter, the compensation committee has the authority to retain the services of
external compensation advisors, as it determines in its sole discretion, including compensation
consultants and legal, accounting, and other advisors.
•
The compensation committee makes all determinations regarding the engagement, fees, and services
of these advisors, and any such advisor reports directly to the compensation committee or the chair
of the committee.
•
The compensation committee continued to engage Compensia, Inc. (“Compensia”) as its executive
compensation consultant after evaluating that firm’s independence pursuant to applicable SEC and
NYSE rules and determining that Compensia’s work did not give rise to any conflict of interest.
•
Compensia did not provide any services to us other than advice and support with respect to non-
employee director, executive and other employee compensation, including: the levels of overall
compensation and each element of compensation for our executives; peer group evaluation, selection
and data collection; market trends for executive and director compensation; equity compensation; a
risk assessment of our compensation programs; and input on this Compensation Discussion and
Analysis.
Executive compensation
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43
The compensation committee reviews our executive compensation program annually to assess whether it continues to be
aligned with our compensation philosophy and program objectives as described above. The compensation committee
updates the program as needed and also evaluates and establishes target total direct compensation opportunities for each
of our NEOs.
Factors considered in decision-making
The compensation committee’s decision-making for our NEOs’ compensation is guided by the factors listed below. The
compensation committee does not weigh these factors in any predetermined manner, and no single factor is determinative
in selecting compensation elements and setting compensation levels. Members of the compensation committee apply their
business judgment and consider this information in light of their experience and knowledge of the company, the
competitive market and factors individual to each NEO. The factors that the compensation committee considers include:
•
our executive compensation program objectives;
•
our performance against the financial, operational and strategic objectives established by the compensation committee
and our board;
•
each of our NEO’s responsibilities, qualifications, knowledge, skills and experience;
•
each NEO’s marketability based on their unique attributes, as well as on a relative basis to other similarly situated
executives at the companies in our compensation peer group and in selected broad-based compensation surveys, as
applicable;
•
the performance of each of our NEOs, based on a qualitative assessment of his or her contributions to our overall
performance, ability to lead his or her business unit or function, ability to collaborate across the company,
demonstration of leadership behaviors consistent with our values, and potential to contribute to our long-term financial,
operational and strategic objectives;
•
an analysis of competitive market data (as described below);
•
the unrealized value and other terms of the outstanding unvested equity awards held by each of our NEOs to provide
appropriate retentive value for each individual;
•
feedback from investors on our executive compensation program, including through the say-on-pay vote; and
•
the recommendations of our CEO with respect to the compensation of our other NEOs.
Say-on-pay vote
In setting the form and amount of compensation for our NEOs, the compensation committee also considers the voting
results from our most recent say-on-pay vote as well as specific input provided by stockholders throughout the year. At
our 2025 annual stockholders’ meeting, a substantial majority of our stockholders expressed support for our executive
compensation program, with 97% of the votes cast in favor of our NEOs’ compensation. Notwithstanding this support, the
compensation committee determined to continue implementing changes to our executive compensation program in 2025
to further the pay and performance alignment as discussed in “Executive compensation program highlights” above.
Competitive positioning
The compensation committee reviews our compensation peer group at least annually and adjusts its composition as
warranted, taking into account changes in our business and that of the companies in our peer group, as well as changes in
our executives.
For purposes of comparing our executive compensation against the competitive market and to inform compensation levels
and practices, in August 2024 the compensation committee developed a peer group for 2025 compensation decision-
making in consultation with its external compensation consultant. In developing the peer group, the compensation
committee used the following primary criteria to identify companies with business and talent profiles similar to us:
•
U.S. publicly traded companies, mainly headquartered in the San Francisco Bay Area;
•
in internet and software-related industries;
•
with revenue generally between 0.33x to 6.0x Pinterest’s trailing 12-month revenue as of June 21, 2024, which was
$3.2 billion and which we believe is appropriate based on our high market capitalization relative to revenue; and
Executive compensation
44
Pinterest 2026 Proxy Statement
•
with market capitalization from 0.25x to 4.0x Pinterest’s 30-trading day average market capitalization, which was $29.0
billion at the time.
For 2025, the compensation peer group consisted of the following companies:
Airbnb, Inc.*
Match Group, Inc.
Zoom Video Communications, Inc.
AppLovin Corporation*
Reddit, Inc.*
Block, Inc.
Roblox Corporation
Coinbase Global, Inc.
Roku, Inc.*
DoorDash, Inc.
Shopify Inc.*
eBay Inc.
Snap Inc.
Electronic Arts Inc.
SoFi Technologies, Inc.
Etsy, Inc.
Spotify Technology SA
Expedia Group, Inc.
The Trade Desk, Inc.
Maplebear Inc. (dba Instacart)*
Zillow Group, Inc.
*Based on the factors described above, the companies marked with an asterisk were added to the peer group for 2025.
Arista Networks, Inc., Autodesk, Inc., Crowdstrike Holdings, Inc., DocuSign, Inc., Dropbox, Inc., Okta, Inc., Palo Alto
Networks Inc., Splunk Inc., Tripadvisor, Inc., Twilio Inc., Uber Technologies, Inc., Workday, Inc., and Yelp Inc. were removed
from the peer group to focus on peers that are more closely aligned with our financial criteria and have a consumer-facing,
advertising revenue model.
The above compensation peer group for 2025 was approved by the compensation committee in August 2024, with input
from the compensation committee’s external compensation consultant.
As described above, the market data serves as a point of reference to aid in understanding the competitive market for
executive positions in our industry and is one of many factors considered in the compensation committee’s decision-
making. The compensation committee does not specifically target compensation for our NEOs at a certain percentile of
compensation data for other individuals with similar roles at the peer companies. In addition to publicly available
compensation data, the committee may also review compensation survey data for the peer group and broader groups for
supplemental, secondary reference.
Elements of our executive compensation program
Our executive compensation program consists of the following primary elements:
•
base salary;
•
short-term incentive compensation in the form of a performance-based cash award; and
•
long-term incentive compensation in the form of equity awards.
In addition, our NEOs are eligible to participate in the standard benefit plans offered to our other employees and are
eligible for post-employment compensation in certain situations as described below. We generally do not provide our
NEOs with perquisites or other personal benefits and do not have any defined benefit pension, supplemental executive
retirement or non-qualified deferred compensation plans. Our NEOs are eligible to participate in our 401(k) matching
contributions program on the same basis as our other employees.
Base salaries
Consistent with our compensation philosophy and focus on long-term value creation, base salaries are not a major portion
of the target total direct compensation for our NEOs. The compensation committee annually reviews the base salaries of
our NEOs and makes adjustments when appropriate based on market data and other relevant factors. In 2023, the
compensation committee determined a standard base salary amount for all NEOs.
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45
For 2025, the base salaries for our NEOs were adjusted to $625,000 from $600,000 following the compensation
committee’s annual market review. The table below sets forth the base salaries for each of our NEOs as of December 31,
2025.
Named Executive Officer
Base Salary
($)
Bill Ready
625,000
Julia Brau Donnelly
625,000
Malik Ducard
625,000
Matthew Madrigal
625,000
Wanji Walcott
625,000
Short-term incentive compensation
In 2025, the compensation committee launched an annual bonus plan that provides variable cash incentives for our NEOs,
connecting incentive compensation to key company financial metrics. At the start of the fiscal year, the compensation
committee set the performance criteria and target levels for the 2025 bonus plan, determining the target annual incentive
compensation opportunity for each participant as a percentage of their annual base salary. In establishing the target levels,
the compensation committee generally considers the factors described above in the section titled “Compensation-setting
process.”
The table below shows the target annual cash bonus opportunity for each NEO for 2025:
Named Executive Officer
Target Bonus Opportunity as a Percentage of Base
Salary
Target Bonus Value ($)
Bill Ready
100%
625,000
Julia Brau Donnelly
80%
500,000
Malik Ducard
80%
500,000
Matthew Madrigal
80%
500,000
Wanji Walcott
80%
500,000
Company performance measures
In February 2025, the compensation committee selected revenue and adjusted EBITDA (each weighted 50%) as the
financial metrics for the 2025 bonus plan as they represent key performance measures they believed were necessary to
drive the successful execution of our 2025 annual budget plan. For the purposes of the bonus plan, “adjusted EBITDA” is a
non-GAAP measure defined as net income (loss) adjusted to exclude depreciation and amortization expense, share-based
compensation expense, payroll tax expense related to share-based compensation, interest income (expense), net, other
income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or non-cash items
impacting net income (loss) that we do not consider indicative of our ongoing business performance.
Funding methodology
The threshold, target and maximum performance goals for each metric and the final achievement at each performance
level for 2025 are set forth below. The compensation committee established these goals relative to the company’s 2025
operating plan and considered them to be challenging, with threshold performance levels set meaningfully above 2024
results for both metrics.
Performance Levels
(1)
Company Performance Metric
Weighting
Threshold
(75% Payout) ($)
(in millions)
Target
(100% Payout)
($) (in millions)
Maximum
(150% Payout)
($) (in millions)
Actual
Achievement ($)
(in millions)
Final Payout %
Revenue
50%
$4,108
$4,190
$4,356
$4,222
110%
Adjusted EBITDA
50%
$1,168
$1,213
$1,303
$1,270
132%
Overall Payout
121%
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Pinterest 2026 Proxy Statement
(1)
The payout for performance between threshold, target and maximum is based on linear interpolation, with performance below the
threshold level resulting in a 0% payout, and performance above the maximum level capped at 150%.
2025 bonus payouts
Based on these performance results, the final payout of the 2025 cash bonus plan for the NEOs is set forth below.
Named Executive Officer
Target Bonus Value ($)
Final Payout %
Bonus Payout ($)
Bill Ready
625,000
121%
756,250
Julia Brau Donnelly
500,000
121%
605,000
Malik Ducard
500,000
121%
605,000
Matthew Madrigal
500,000
121%
605,000
Wanji Walcott
500,000
121%
605,000
Long-term incentive compensation
Consistent with our compensation philosophy and focus on our long-term mission and value creation, the majority of our
NEOs’ target total direct compensation has historically been delivered in the form of RSUs, RSAs or stock options,
generally vesting over two to four years and subject to continued service. In 2025, long-term equity awards were granted
to our NEOs in the form of RSUs and Performance Stock Units (PSUs). In establishing the amount and terms of these
awards, the compensation committee generally considers the factors described above in the section titled “Compensation-
setting process.” NEOs may receive larger awards upon hire or in connection with a promotion or significant change in
responsibilities. In 2025, the NEOs received the long-term equity awards described below.
RSU awards
In April 2025, Mr. Ready, Ms. Donnelly, Mr. Ducard, Mr. Madrigal and Ms. Walcott received annual RSU awards after
consideration of their past performance and expected future contributions as well as the total unrealized value of their
outstanding equity awards relative to our compensation peer group data and the vesting terms of outstanding equity
awards. Additionally, in December 2025, Ms. Donnelly, Mr. Ducard, Mr. Madrigal and Ms. Walcott received RSU awards
intended to serve as interim bridge grants in connection with the transition from a two-year to a three-year vesting
schedule for RSU grants. These awards also reflect our ongoing shift toward an equity mix that places greater emphasis on
long-term, performance-based incentive compensation, as discussed under “Executive Compensation Program
Highlights.” The following is a description of such awards:
•
Mr. Ready received an annual grant of 354,192 RSUs at a target value of $12 million with a grant date fair value of $9.3
million vesting over the third year following the grant in four equal quarterly installments in 2027, subject to his
continued employment on each applicable vesting date.
•
Ms. Donnelly received an annual grant of 261,954 RSUs at a target value of $8.9 million with a grant date fair value of
$6.9 million vesting over the second year following the grant in four equal quarterly installments in 2026, subject to her
continued employment on each applicable vesting date. Additionally, Ms. Donnelly received bridge grants of 245,863
RSUs at a target value of $7.5 million with a grant date fair value of $6.5 million vesting over the second year following
the grant in four equal installments in 2027 and 32,541 RSUs at a target value of $993K with a grant date fair value of
$854K vesting in three equal installments over the first three quarters of 2027. Vesting of both awards is subject to her
continued employment on each applicable vesting date.
•
Mr. Ducard received an annual grant of 175,768 RSUs at a target value of $6 million with a grant date fair value of $4.6
million vesting over the second year following the grant in four equal quarterly installments in 2026, subject to his
continued employment on each applicable vesting date. Additionally, Mr. Ducard received bridge grants of 164,512
RSUs at a target value of $5 million with a grant date fair value of $4.3 million vesting over the second year following the
grant in four equal installments in 2027 and 21,774 RSUs at a target value of $664K with a grant date fair value of
$571K vesting in three equal installments over the first three quarters of 2027. Vesting of both awards is subject to his
continued employment on each applicable vesting date.
•
Mr. Madrigal received an annual grant of 92,237 RSUs at a target value of $3.1 million with a grant date fair value of
$2.4 million vesting fully on December 20, 2026, subject to his continued employment on the vesting date. Additionally,
Mr. Madrigal received bridge grants of 408,145 RSUs at a target value of $12.5 million with a grant date fair value of
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47
$10.7 million vesting over the second year following the grant in four equal installments in 2027 and 54,020 RSUs at a
target value of $1.6 million with a grant date fair value of $1.4 million vesting in three equal installments over the first
three quarters of 2027. Vesting of both awards is subject to his continued employment on each applicable vesting date.
Lastly in December 2025, Mr. Madrigal received a grant of 158,145 RSUs at a target value of $4.8 million with a grant
date fair value of $4.1 million vesting in four equal quarterly installments in 2026 to further align his total compensation
with market competitiveness, in recognition of his contributions and performance.
•
Ms. Walcott received an annual grant of 188,165 RSUs at a target value of $6.4 million with a grant date fair value of
$4.9 million vesting over the second year following the grant in four equal quarterly installments in 2026, subject to her
continued employment on each applicable vesting date. Additionally, Ms. Walcott received bridge grants of 176,213
RSUs at a target value of $5.4 million with a grant date fair value of $4.6 million vesting over the second year following
the grant in four equal installments in 2027 and 23,323 RSUs at a target value of $712K with a grant date fair value of
$612K vesting in three equal installments over the first three quarters of 2027. Vesting of both awards is subject to her
continued employment on each applicable vesting date.
The target values reflect the intended value of the NEO’s RSU awards at the time they were approved, while the grant date
fair values reflect the accounting grant date fair value of the equity award on the date it is granted calculated in accordance
with FASB ASC Topic 718.
PSU awards
In January 2025, Mr. Ready received a grant of 572,884 PSUs at a target value of $18 million with a grant date fair value of
$28.6 million. The number of PSUs that can be earned will range from 0% to 200% of target based on the company’s rTSR
compared to the companies in the Nasdaq CTA Internet Index (the “Index”) measured over a three-year performance
period from January 1, 2025 through December 31, 2027, as certified by the compensation committee. Subject to certain
exceptions, the vesting of the PSUs is subject to Mr. Ready’s continued service with the company through the certification
date following the performance period.
In December 2025, Ms. Donnelly, Mr. Ducard, Mr. Madrigal, and Ms. Walcott received PSU awards intended to serve as a
bridge grant as we transition to an equity award mix that has more weighting on long-term performance-based incentive
compensation, as discussed above under “Executive compensation program highlights”.
•
Ms. Donnelly received a grant of 43,388 PSUs at a target value of $1.3 million, with a grant date fair value of $1.5
million.
•
Mr. Ducard received a grant of 29,032 PSUs at a target value of $886K, with a grant date fair value of $989K million.
•
Mr. Madrigal received a grant of 72,026 PSUs at a target value of $2.2 million, with a grant date fair value of $2.5 million.
•
Ms. Walcott received a grant of 31,097 PSUs at a target value of $949K, with a grant date fair value of $1.1 million.
The target values reflect the intended value of the NEO’s PSU awards, while the grant date fair values reflect the probable
outcome of the performance conditions as determined using the Monte Carlo simulation model in accordance with FASB
ASC Topic 718 .
The number of bridge PSUs that can be earned will range from 0% to 200% of target based on the company’s rTSR
compared to the companies in the Index measured over a two-year performance period from January 1, 2026 through
December 31, 2027, as certified by the compensation committee. Subject to certain exceptions, the vesting of the bridge
PSUs is subject to Ms. Donnelly, Mr. Ducard, Mr. Madrigal, and Ms. Walcott’s continued service with the company through
the certification date following the performance period.
Following the end of the performance period, the number of PSUs earned will be equal to the target number of PSUs
granted multiplied by the applicable percentage set forth in the following table:
Performance Level
rTSR Rank
(1)
Payout
(2)
Below Threshold
<25th Percentile
0%
Threshold
25th Percentile
50%
Target
50th Percentile
100%
Maximum
>=75th Percentile
200%
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(1)
rTSR Rank is calculated based on the Company’s ranking within the Index based on its TSR as compared to the TSR of each company in
the Index.
(2)
The payout for performance between threshold, target and maximum is based on linear interpolation, with performance below the
threshold level resulting in a 0% payout.
Benefits
Generally available benefits
Our NEOs are eligible to participate in the same employee benefits that are generally available to all our full-time
employees, subject to the satisfaction of certain eligibility requirements. These benefits include medical and dental and
vision insurance, life insurance, short- and long-term disability insurance and commuter benefits.
Section 401(k) retirement savings plan
In addition, we maintain a Section 401(k) retirement savings plan (the “401(k) plan”) that provides eligible U.S. employees
with an opportunity to save for retirement on a tax-advantaged basis by deferring eligible compensation up to certain
limits as set forth in the Internal Revenue Code. We make matching contributions to the 401(k) plan for all eligible
employees. In addition, we have the ability to make discretionary cash contributions to the 401(k) plan, though we did not
do so in 2025. Participants are immediately fully vested in both their own contributions and any company contributions. In
structuring these benefit programs, we seek to provide an aggregate level of benefits that is comparable to those provided
by similarly situated companies.
Other retirement benefits
We do not provide any non-qualified deferred compensation benefits and do not have any defined benefit pension or
supplemental executive retirement plans.
Perquisites and other personal benefits
We do not view perquisites or other personal benefits as important to achieving our compensation objectives. Accordingly,
we maintain a general benefits program for all employees and do not provide perquisites or other personal benefits to our
executive officers except where we believe it is appropriate to achieve our compensation objectives and to assist our
executive officers in the performance of their duties. During 2025, our NEOs did not receive any perquisites or other
personal benefits, except for benefits that are generally available to all our employees.
Post-employment compensation arrangements
What we do
We have entered into executive severance and change in control arrangements (“severance arrangements”) with each of our
NEOs. The terms of the severance arrangements for each of our NEOs are the same, other than Mr. Ready, who has a separate
severance and change in control agreement.
The severance arrangements generally provide severance payments and partial vesting of equity if the NEO’s employment is
terminated without cause (and, in the case of Mr. Ready’s agreement, if he resigns for good reason) as well as “double-trigger”
change in control payments and full vesting of equity in the event that the NEO’s employment is terminated without cause or the
executive resigns for good reason within a specified period before and after a change in control of the company. None of our NEOs
have a right to a “gross-up” or other reimbursement payment for any tax liability as a result of the application of Sections 280G or
4999 of the Internal Revenue Code.
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Why we do it
We believe that having reasonable and competitive post-employment compensation arrangements is essential to attracting and
retaining highly qualified executives as well as facilitating their transition from the company when appropriate. These severance
arrangements are designed to provide reasonable compensation to executives who leave the company under certain
circumstances to facilitate their transition to new employment. In addition, they are designed to align the interests of our NEOs
and our stockholders in the event of a potential change in control of the company by helping our executives maintain focus on
pursuing corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may
result in their own job loss. We seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring
a departing executive to sign a separation and release agreement acceptable to us as a condition to receiving
post-employment compensation.
The compensation committee does not consider the specific amounts payable under these post-employment
compensation arrangements when establishing the annual compensation of our NEOs. We believe, however, that these
arrangements are an important component of competitive executive compensation packages. For a description of the
terms of the Plan and the severance agreements, as well as an estimate of the potential payments payable under these
arrangements, see “Potential payments upon termination or change in control” below.
Other compensation policies and practices
Employment arrangements
We have entered into written employment letters with our CEO and each of our other executive officers. Each of these
arrangements was approved by our board of directors and provides for
“
at will” employment (meaning that either we or
the executive officer may terminate the employment relationship at any time with or without cause) and sets forth the
initial compensation for the executive officer, including an initial base salary, participation in our employee benefit
programs, an equity award recommendation, and, in some cases, sign-on bonuses and relocation assistance. Our executive
officers are also eligible for severance in certain situations. These post-employment compensation terms are discussed in
“Post-employment compensation arrangements” above.
Stock ownership requirements
We maintain a mandatory stock ownership program that applies to our CEO and his direct reports (including our NEOs).
To ensure continued alignment of interests among our management, directors and stockholders, the ownership
requirements are as follows:
Covered Individual Position
Required Stock Ownership Level
Chief Executive Officer
6X annual base salary
Other Executives
3X annual base salary
Individuals must comply within five years of the later of (i) the individual first becoming subject to the policy (either upon
commencement of employment with the company or due to a promotion) or (ii) the adoption of the policy. Individuals who
are not in compliance after such compliance period must retain 50% of the
“
net profit shares” resulting from stock option
exercises and/or vesting of other equity awards until they reach the applicable ownership requirement. Unvested or
unearned equity awards and unexercised stock options are not counted as shares when determining the number of
shares owned.
Compensation recovery (
“
clawback
”
) policy
We believe that it is important to foster and maintain a culture that emphasizes integrity and accountability. For this
reason, we maintain a clawback policy that applies to our CEO and his direct reports (including our NEOs). The policy is
designed to comply with the NYSE listing standards and SEC rules. Our policy provides that if the company is required to
prepare an accounting restatement due to material noncompliance with any federal securities laws, the company must
recover any incentive based compensation received by a current or former Section 16 officer (“covered executives”) that
exceeds the amount that otherwise would have been received had the compensation been determined based on the
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restated financial statements, computed on a pre-tax basis. Further, if a covered executive engages in conduct that
constitutes “cause” as defined in the clawback policy that results in (i) a material error in the calculation of any
performance-based measure used to determine any incentive compensation or (ii) material financial or reputational harm
to the company, the compensation committee may require that such executive reimburse a portion of the covered
compensation (including incentive-based cash compensation and both time-based and performance-based equity awards)
they received during the three fiscal years immediately preceding the date on which the compensation committee
becomes aware of the conduct constituting cause.
Anti-hedging and pledging policies
Under our insider trading policy, our employees, including our executive officers and our non-employee directors, are
prohibited from the following transactions: entering into hedging or monetizing transactions or similar arrangements
with respect to our securities, including collars, equity swaps, exchange funds and forward contracts; purchasing our
securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral
for a loan, unless approved in advance; short selling our securities; and engaging in any transaction in publicly traded
options in our securities, including puts or calls or other derivative securities.
Compensation risk considerations
The compensation committee has reviewed our compensation policies and practices, in consultation with its external
compensation consultant, to assess whether they encourage our employees to take inappropriate risks. After reviewing
and assessing our compensation philosophy, policies, and practices, including the mix of fixed vs. variable and short-term
vs. long-term compensation, overall pay and incentive structures, the risk mitigating features built into our programs, and
the independent board oversight of our programs, the compensation committee has determined that any risks arising from
our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on
the company as a whole.
Tax deductibility considerations
Section 162(m) of the Internal Revenue Code generally disallows public companies to take a tax deduction for U.S. federal
income tax purposes for compensation in excess of $1 million paid in a year to a “covered” employee. Once an individual
has been determined to be a covered employee, the deduction limitation applies indefinitely.
In approving the amount and form of compensation for our NEOs, the compensation committee considers all elements of
the cost of providing such compensation, including the potential impact of Section 162(m) in the future. However, the
compensation committee believes that our stockholders’ interests are best served by retaining flexibility to award
compensation that may result in non-deductible compensation expense. Therefore, the compensation committee has the
discretion to pay compensation that is not deductible by virtue of the deduction limit of Section 162(m).
Accounting considerations
In approving the amount and form of compensation for our NEOs, the compensation committee considers the impact of
FASB ASC Topic 718, which requires us to measure and recognize the compensation expense for all share-based payment
awards made to our employees and directors, including stock options as well as PSUs, RSUs and RSAs that may be settled
for shares of our Class A and Class B common stock, based on the grant date fair value of these awards.
Equity award grant practices
Pinterest’s equity compensation programs do not currently include annual or periodic stock option awards, and during
2025, the Company did not grant such awards. During 2025, the Company did not time the disclosure of material
nonpublic information for the purpose of affecting the value of executive compensation.
Executive compensation
Pinterest 2026 Proxy Statement
51
Compensation committee report
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis
contained in this Proxy Statement. Based on their review and discussion, the compensation committee has recommended
to the board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the
company’s 2025 annual report on Form 10-K.
Members of the Compensation Committee
Leslie Kilgore
(chair)
Chip Bergh
Gokul Rajaram
Kecia Steelman
Andrea Wishom
Executive compensation
52
Pinterest 2026 Proxy Statement
Compensation tables
Summary compensation
The following table shows the compensation awarded or paid to, or earned by, our NEOs for 2025, 2024 and 2023, as
applicable.
2025 Summary compensation table
Name and Principal Position
Year
(1)
Salary
($)
Bonus
($)
Stock Awards
($)
(2)
Non
-
Equity
Incentive Plan
Compensation
($)
(3)
All Other
Compensation
($)
(4)
Total
($)
Bill Ready
Chief Executive Officer
2025 620,833
— 37,928,927
756,250
6,000
39,312,010
2024 600,000
— 17,537,031
—
6,000
18,143,031
2023 516,667
—
—
—
6,000
522,667
Julia Brau Donnelly
Chief Financial Officer
2025 620,833
— 15,653,735
605,000
23,148
(5)
16,902,716
2024 600,000
—
3,882,975
—
1,009,395
5,492,370
2023 320,455 1,000,000 14,995,592
—
211,420
16,527,467
Malik Ducard
Chief Content Officer
2025 620,833
— 10,487,080
605,000
6,000
11,718,913
2024 600,000
—
6,063,010
—
6,000
6,669,010
2023 516,667
—
3,673,581
—
6,000
4,196,248
Matthew Madrigal
Chief Technology Officer
2025 620,833
— 21,148,797
605,000
6,283
(6)
22,380,913
2024 245,455
— 13,405,405
—
606
13,651,466
Wanji Walcott
Chief Legal & Business Affairs
Officer
2025 620,833
— 11,230,246
605,000
6,000
12,462,079
2024 600,000
—
5,613,912
—
6,000
6,219,912
2023 516,667
750,000
9,071,390
—
6,000
10,344,057
(1)
Mr. Madrigal joined the company in 2024.
(2)
Unless otherwise noted, reported amounts represent the aggregate grant date fair value of RSUs and PSUs granted during the years
shown, as computed in accordance with FASB ASC Topic 718. See “Note 8 to the Consolidated Financial Statements” included in our
2025 annual report on Form 10-K filed with the SEC on February 12, 2026 for the assumptions used in calculating the grant date fair
value. These amounts do not reflect the actual economic value that may be realized from such awards.
The aggregate grant date fair value of RSUs was as follows: Mr. Ready: $9,290,456; Ms. Donnelly: $14,176,374; Mr. Ducard:
$9,498,540; Mr. Madrigal: $18,696,312; Ms. Walcott: $10,171,393.
The aggregate grant date fair value of PSUs assuming the probable outcome of the performance conditions was as follows: Mr. Ready:
$28,638,471; Ms. Donnelly: $1,477,361; Mr. Ducard: $988,540; Mr. Madrigal: $2,452,485; Ms. Walcott: $1,058,853. The value of
these awards assuming the maximum level of performance is achieved would be as follows: Mr. Ready: $57,276,942; Ms. Donnelly:
$2,954,723; Mr. Ducard: $1,977,079; Mr. Madrigal: $4,904,971; Ms. Walcott: $2,117,706.
(3)
Represents amounts earned under the 2025 annual bonus plan based on achievement of key company financial metrics.
(4)
Represents matching 401(k) contributions unless otherwise noted.
(5)
Represents reimbursement of relocation assistance expenses of $9,131 and a related tax gross-up of $8,017 incurred pursuant to Ms.
Donnelly’s employment agreement and matching 401(k) contributions of $6,000.
(6)
Represents a tax gross-up on gift cards of $283 and matching 401(k) contributions of $6,000.
Executive compensation
Pinterest 2026 Proxy Statement
53
Grants of plan-based awards
The following table shows certain information regarding grants of plan-based awards to our NEOs in 2025.
2025 Grants of plan-based awards table
Name
Grant Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)
All Other Stock
Awards: Number
of Shares of Stock
or Units
(#)
Grant Date Fair
Value
of Stock Awards
($)
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Bill Ready
468,750 625,000 937,500
1/6/2025
286,442 572,884 1,145,768
(3)
28,638,471
4/10/2025
354,192
(4)
9,290,456
Julia Brau
Donnelly
375,000 500,000 750,000
4/10/2025
261,954
(5)
6,871,053
12/18/2025
21,694 43,388
86,776
(6)
1,477,361
12/18/2025
245,863
(7)
6,451,445
12/18/2025
32,541
(8)
853,876
Malik
Ducard
375,000 500,000 750,000
4/10/2025
175,768
(5)
4,610,395
12/18/2025
14,516 29,032
58,064
(6)
988,540
12/18/2025
164,512
(7)
4,316,795
12/18/2025
21,774
(8)
571,350
Matthew
Madrigal
375,000 500,000 750,000
4/10/2025
92,237
(9)
2,419,377
12/18/2025
36,013 72,026 144,052
(6)
2,452,485
12/18/2025
408,145
(7)
10,709,725
12/18/2025
54,020
(8)
1,417,485
12/18/2025
158,145
(10)
4,149,725
Wanji
Walcott
375,000 500,000 750,000
4/10/2025
188,165
(5)
4,935,568
12/18/2025
15,549 31,097
62,194
(6)
1,058,853
12/18/2025
176,213
(7)
4,623,829
12/18/2025
23,323
(8)
611,996
(1)
Represents the short-term incentive that could be earned at the threshold, target and maximum levels of achievement as described in
the “Compensation Discussion and Analysis — Short-term incentive compensation” above.
(2)
Represents the PSUs that could be earned at the threshold, target and maximum levels of achievement as described in the
“Compensation Discussion and Analysis — Long-term incentive compensation” above.
(3)
These 2025 PSUs have a three-year performance period beginning January 1, 2025 and will vest on the date the company’s
performance relative to the performance conditions is certified by the compensation committee, which will be no later than February
14, 2028, subject to continued service through the date of certification.
(4)
These RSUs will vest in four equal installments on March 20, 2027, June 20, 2027, September 20, 2027 and December 20, 2027,
subject to continued service through each vesting date.
(5)
These RSUs will vest in four equal installments on March 20, 2026, June 20, 2026, September 20, 2026 and December 20, 2026,
subject to continued service through each vesting date.
(6)
These bridge PSUs have a two-year performance period beginning January 1, 2026 and will vest on the date the company’s
performance relative to the performance conditions is certified by the compensation committee, which will be no later than February
14, 2028, subject to continued service through the date of certification.
(7)
These bridge RSUs will vest in four equal installments on March 20, 2027, June 20, 2027, September 20, 2027 and December 20,
2027, subject to continued service through each vesting date.
Executive compensation
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Pinterest 2026 Proxy Statement
(8)
These RSUs will vest in three equal installments on March 20, 2027, June 20, 2027 and September 20, 2027, subject to continued
service through each vesting date.
(9)
These RSUs will become fully vested on December 20, 2026, subject to continued service through the vesting date.
(10)
These RSUs will vest in four equal installments on March 20, 2026, June 20, 2026, September 20, 2026 and December 20, 2026,
subject to continued service through each vesting date.
Outstanding equity awards
The following table shows certain information with respect to the outstanding equity awards held by our NEOs as of
December 31, 2025. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the
table. For information with respect to the vesting acceleration provisions applicable to the equity awards held by our
NEOs, see “Potential Payments upon Termination or Change in Control” below.
Outstanding equity awards at fiscal 2025 year-end table
Option Awards
(1)
Stock Awards
(1)
Number of Securities
Underlying Unexercised
Options
Exercise
Price Per
Share
($)
Shares or Units of Stock
That Have Not Vested
Equity Incentive Plan
Awards: Number of
Unearned Shares, Units or
Other Rights That Have Not
Vested
Name
Grant Date
Exercisable
Unexercisable
Expiration
Date
Number
Market
Value
(2)
($)
Number
Market Value
(2)
($)
Bill Ready
6/29/2022
(3)
6,949,452
1,603,720
19.96 6/29/2032
8/31/2022
(4)
—
—
—
175,234 4,536,808
11/19/2024
(5)
—
—
—
189,036 4,894,142
12/16/2024
(6)
—
—
—
286,442
7,415,983
1/6/2025
(7)
—
—
—
572,884 14,831,967
4/10/2025
(8)
—
—
—
354,192 9,170,031
Julia Brau
Donnelly
4/10/2025
(9)
—
—
—
261,954 6,781,989
12/18/2025
(10)
—
—
—
43,388
1,123,315
12/18/2025
(11)
—
—
—
245,863 6,365,393
12/18/2025
(12)
—
—
—
32,541
842,486
Malik
Ducard
4/10/2025
(9)
—
—
—
175,768 4,550,634
12/18/2025
(10)
—
—
—
29,032
751,638
12/18/2025
(11)
—
—
—
164,512 4,259,216
12/18/2025
(12)
—
—
—
21,774
563,729
Matthew
Madrigal
8/12/2024
(13)
—
—
—
162,495 4,206,996
4/10/2025
(14)
—
—
—
92,237 2,388,016
12/18/2025
(10)
—
—
—
72,026
1,864,753
12/18/2025
(11)
—
—
—
408,145 10,566,874
12/18/2025
(12)
—
—
—
54,020 1,398,578
12/18/2025
(15)
—
—
—
158,145 4,094,374
Wanji
Walcott
4/10/2025
(9)
—
—
—
188,165 4,871,592
12/18/2025
(10)
—
—
—
31,097
805,101
12/18/2025
(11)
—
—
—
176,213 4,562,155
12/18/2025
(12)
—
—
—
23,323
603,832
(1)
All of the outstanding equity awards reported in this table were granted under the 2019 Omnibus Incentive Plan. Options, RSUs and
PSUs granted under the 2019 Omnibus Incentive Plan will be settled in shares of our Class A common stock and RSAs granted under
the 2019 Omnibus Incentive Plan represent restricted shares of our Class A common stock.
Executive compensation
Pinterest 2026 Proxy Statement
55
(2)
Based on the closing price of our Class A common stock of 25.89 per share as of December 31, 2025, the last trading day of the year.
(3)
The award provides that the service-based vesting condition will be satisfied for 6.25% of the total number of shares underlying
the stock option on October 20, 2022, and at the end of each three-month period thereafter ending on July 20, 2026.
(4)
Mr. Ready was required to purchase shares of Class A common stock from the open market in an aggregate amount of $5 million
(“Investment Shares”) in order to receive his RSA award. The RSAs will vest in 16 equal installments beginning October 20, 2022, and
at the end of each three-month period thereafter ending on July 20, 2026, subject to continued service and continued holding of the
Investment Shares through each vesting date.
(5)
These RSUs will vest in two equal installments on September 20, 2026 and December 20, 2026, subject to continued service through
each vesting date.
(6)
Represents the number of bridge PSUs at the target level of performance. The award will vest on the date the company’s performance
relative to the performance conditions is certified by the compensation committee, which will be no later than February 14, 2027,
subject to continued service and performance through the date of certification.
(7)
Represents the number of PSUs at the target level of performance. The award will vest on the date the company’s performance
relative to the performance conditions is certified by the compensation committee, which will be no later than February 14, 2028,
subject to continued service and performance through the date of certification.
(8)
These RSUs will vest in four equal installments on March 20, 2027, June 20, 2027, September 20, 2027 and December 20, 2027,
subject to continued service through each vesting date.
(9)
These RSUs will vest in four equal installments on March 20, 2026, June 20, 2026, September 20, 2026 and December 20, 2026,
subject to continued service through each vesting date.
(10)
Represents the number of bridge PSUs at the target level of performance. The award will vest on the date the company’s performance
relative to the performance conditions is certified by the compensation committee, which will be no later than February 14, 2028,
subject to continued service and performance through the date of certification.
(11)
These bridge RSUs will vest in four equal installments on March 20, 2027, June 20, 2027, September 20, 2027 and December 20,
2027, subject to continued service through each vesting date.
(12)
These RSUs will vest in three equal installments on March 20, 2027, June 20, 2027 and September 20, 2027, subject to continued
service through each vesting date.
(13)
These RSUs vest as follows: 12.5% of the total number of shares subject to the award (originally 457,391 shares) vested on each of
September 20, 2024 and November 20, 2024; 11.8% vest on each of February 20, 2025 and May 20, 2025; 7.9% vest on each of
August 20, 2025 and November 20, 2025; and 11.8% vest on each of February 20, 2026, May 20, 2026, and August 20, 2026, subject
to continued service through each vesting date.
(14)
These RSUs will become fully vested on December 20, 2026, subject to continued service through the vesting date.
(15)
These RSUs will vest in four equal installments on March 20, 2026, June 20, 2026, September 20, 2026 and December 20, 2026,
subject to continued service through each vesting date.
Option exercises and stock vested
The following table shows information regarding the number and value of shares of common stock acquired during
2025
by our NEOs from the vesting of RSUs and RSAs. There were no stock options exercised during fiscal
2025
.
2025 Option exercises and stock vested table
Stock Award
Name
Shares Acquired
(#)
Value Realized
($)
(1)
Bill Ready
256,917
8,208,728
Julia Brau Donnelly
250,497
8,109,509
Malik Ducard
183,635
5,949,642
Matthew Madrigal
187,184
6,312,529
Wanji Walcott
170,434
5,528,767
(1)
The value realized on vesting is based on the closing price of our Class A common stock on the vesting date, or if such date was not a
trading day, on the immediately preceding trading day.
Executive compensation
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Pinterest 2026 Proxy Statement
Potential payments upon termination or change in control
We have entered into severance arrangements with each of our NEOs. The terms of the severance arrangements for
each of our NEOs are the same, other than Mr. Ready, who has a separate severance and change in control agreement.
The payments and benefits under these arrangements are described in more detail and quantified below. All of the
payments and benefits provided under these arrangements are subject to the NEO’s execution of a separation and release
agreement acceptable to us and continued adherence to the terms of a confidential information and invention assignment
agreement with the company.
In addition to the above, the 2019 Omnibus Incentive Plan provides that in the event of termination upon death or
disability, any employee who holds stock options or their beneficiary (in the event of death) may exercise any outstanding
vested stock options at any time as follows: (i) in the event of disability, during six months following termination; and (ii) in
the event of death, during 12 months following death or if earlier, termination.
Certain terminations not involving a change in control
In the event of a termination of employment without “cause” that is not in connection with a “change in control” of the
company, the NEOs would receive a lump sum cash payment equal to a maximum of 24 months of base salary and
24 months of health benefits continuation (which period is reduced by one month for each month of service with us up to a
maximum reduction of 12 months). Mr. Ready would also be eligible to receive such severance payments and benefits
upon his resignation for “good reason” (as such term is defined in Mr. Ready’s agreement) not in connection with a change
in control.
In the event of a termination of employment due to death or disability, the treatment of unvested equity will depend upon
the timing of the grant. For RSAs and RSUs granted prior to February 26, 2025, NEOs forfeit all unvested RSAs and RSUs.
For RSUs granted after February 26, 2025, in the case of termination due to permanent disability, 12 months of the NEO’s
unvested equity will be accelerated, and in the case of termination for severe disability or death, all unvested equity will be
accelerated. PSUs (other than Mr. Ready’s 2024 bridge PSU award and his 2025 PSU award, which vest at target upon
death and are forfeited upon disability), vest at the target level in the event of termination of employment due to death or
severe disability and vest at target level in the event of termination of employment due to permanent disability only if the
PSU award would have otherwise vested over the course of the 12 months following termination.
Additionally, upon such a termination of employment without “cause” (as such term is defined in the NEO’s severance
agreement), each NEO will vest in the portion of each outstanding equity award that would otherwise have vested during
the 24-month period following such termination (which period is reduced by one month for each month of service with us
up to a maximum reduction of 12 months) except for the NEO’s PSU awards, for which vesting will be equal to the target
number of PSUs multiplied by the number of days elapsed between the beginning of the performance period and the
termination date, divided by the number of days in the performance period, and multiplied by the actual performance level
achieved through the end of the performance period as certified by the compensation committee.
Involuntary termination involving a change in control
In the event of a termination of employment without cause or a resignation for “good reason”, in each case, on or within 12
months following a “change in control” of the company, the NEOs would receive a lump sum cash payment equal to a
maximum of 24 months of base salary and 24 months of health benefits continuation (which period is reduced by one
month for each month of service with us up to a maximum reduction of 12 months).
To the extent that any such termination of service occurs within 90 days prior to, or 12 months following a “change in
control” of the company (as such term is defined in the applicable NEO’s severance agreement), each NEO will:
•
fully vest in all outstanding equity awards (at the greater of target or actual performance achieved through the date of
the change in control, in the case of PSU awards; provided that NEO PSU awards do not vest if termination occurs
within 90 days prior to a “change in control”); and
•
receive a lump sump payment equal to 24 months of health benefits continuation costs (which period is reduced by one
month for each month of service up to a maximum reduction of 12 months). Separately, in the event that an NEO’s
equity awards are not assumed, substituted or otherwise continued or replaced with similar equity awards upon a
change in control of the company, such awards will vest in full regardless of whether the NEO terminates employment.
Executive compensation
Pinterest 2026 Proxy Statement
57
These payments and acceleration of vesting are subject to a “best net after-tax” provision to reduce the amounts paid in
the event that they would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the
Internal Revenue Code.
Estimated payments as of December 31, 2025
The following table presents the estimated payments that each of our NEOs would have been entitled to receive under
their severance agreement assuming that a termination of employment and, where applicable, a change in control of the
company had occurred as of December 31, 2025, and based on the closing price per share of our Class A common stock on
the last trading day of the year of $25.89. Amounts actually received if any of the NEOs cease to be employed will vary
based on factors such as the timing during the year of any such event, the company’s stock price, and any changes to our
benefit arrangements and policies. Amounts shown do not include: (i) benefits earned during the term of the NEO’s
employment that are available to all benefit-eligible salaried employees; and (ii) the value of vested equity awards that the
NEO is entitled to regardless of whether employment is terminated.
2025 Potential termination payments table
Name
Benefit
Termination
Without Cause
(1)
($)
Termination Without
Cause or for Good
Reason in connection
with Change in
Control
($)
Death or Severe
Disability
(2)
($)
Permanent Disability
($)
Bill Ready
Lump sum severance payment
(3)
662,835
662,835
—
—
Short-term incentive
(4)
625,000
756,250
625,000
625,000
Value of accelerated equity
awards
(5)
27,592,991
50,358,991
31,417,981
—
Total
28,880,826
51,778,076
32,042,981
625,000
Julia Brau
Donnelly
Lump sum severance payment
(3)
621,340
621,340
—
—
Short-term incentive
(4)
500,000
605,000
500,000
500,000
Value of accelerated equity
awards
(5)
6,781,989
15,113,184
15,113,184
6,781,989
Total
7,903,329
16,339,524
15,613,184
7,281,989
Malik Ducard
Lump sum severance payment
(3)
662,835
662,835
—
—
Short-term incentive
(4)
500,000
605,000
500,000
500,000
Value of accelerated equity
awards
(5)
4,550,634
10,125,217
10,125,217
4,550,634
Total
5,713,469
11,393,052
10,625,217
5,050,634
Matthew Madrigal
Lump sum severance payment
(3)
662,835
662,835
—
—
Short-term incentive
(4)
500,000
605,000
500,000
500,000
Value of accelerated equity
awards
(5)
10,689,386
24,519,591
20,312,595
6,482,390
Total
11,852,221
25,787,426
20,812,595
6,982,390
Wanji Walcott
Lump sum severance payment
(3)
662,835
662,835
—
—
Short-term incentive
(4)
500,000
605,000
500,000
500,000
Value of accelerated equity
awards
(5)
4,871,592
10,842,680
10,842,680
4,871,592
Total
6,034,427
12,110,515
11,342,680
5,371,592
(1)
For Mr. Ready, this column also includes termination for “good reason” as defined in his severance agreement.
(2)
All unvested RSUs, RSAs, and options granted prior to February 26, 2025 are forfeited upon an NEO’s termination due to death or
severe disability. All unvested RSUs, RSAs, and options granted on or after February 26, 2025 will fully vest in the event of termination
due to death or severe disability. The 2025 bridge PSUs will vest at the target level in the event of termination due to death or severe
disability. For Mr. Ready, the 2024 bridge PSUs and 2025 annual PSUs will vest at the target level in the event of his termination due
to death and will be forfeited in the event of his termination due to disability. Mr. Ready’s vested stock options may be exercised
Executive compensation
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Pinterest 2026 Proxy Statement
within 30 days of termination except in the event of death, in which case such vested stock options may be exercised within 12 months
of termination, or disability, in which case such vested stock options may be exercised within 6 months of termination.
(3)
Reported amounts are based on the base salary of each NEO as of December 31, 2025 and include the estimated cost of health
insurance continuation coverage (paid in lump sum if the NEO elects such coverage) over a severance period of 12 months for Messrs.
Ready, Madrigal and Ducard and Mses. Donnelly and Walcott, each pursuant to their severance agreement.
(4)
Reported amounts are based on target level of performance (i) in the event of a termination of employment without cause; (ii) in the
event of termination due to death or severe disability; and (iii) in the event of termination due to permanent disability. The value set
forth in the event of a double trigger termination of employment is based on achievement of performance metrics for fiscal year 2025:
Revenue at 110% of target, Adjusted EBITDA at 132% of target, with a blended performance achievement of 121% as described in the
“Compensation Discussion and Analysis — Short-term incentive compensation” above.
(5)
Reported amounts are based on (i) in the event of a termination of employment without cause, (a) the number of unvested RSUs, RSAs,
and stock options scheduled to vest within the following 12 months and (b) the number of unvested PSUs equal to the number of days
elapsed between the beginning of the performance period and the termination date divided by the total number of days in the
performance period (1,095 days for Mr. Ready’s 2025 PSUs and 730 days for bridge PSUs held by other named executive officers),
multiplied by the actual performance achieved, which as of December 31, 2025 is estimated at the target level; (ii) in the event of a
“double trigger” termination of employment, (a) the total number of unvested RSUs, RSAs, 2025 PSUs, and bridge PSUs as of the end
of the last fiscal year and (b) the total number of unvested stock options as of the end of the last fiscal year. The value set forth in the
event of a double trigger termination of employment is the same value that would apply in the event of a change in control of the
company where the awards are not assumed or substituted, except for PSUs, which would vest in an amount equal to the greater of
the target performance level or actual level of achievement on the date of the change in control, which we’ve included at target level in
this column; (iii) in the event of death or severe disability, (a) the total number of unvested RSUs, RSAs and stock options as of the end
of the last fiscal year and (b) the total number of unvested 2025 PSUs and bridge PSUs as of the end of the last fiscal year vest at the
target level; and (iv) in the event of permanent disability, (a) the number of unvested RSUs, RSAs, and stock options scheduled to vest
within the following 12 months and (b) the number of unvested bridge PSUs held by Messrs. Madrigal and Ducard and Mses. Donnelly
and Walcott equal to the number of days elapsed between the beginning of the performance period and the termination date divided
by 730 days, multiplied by the actual performance achieved, which as of December 31, 2025 is estimated at the target level. Mr.
Ready’s PSUs would be forfeited in the event of termination due to severe or permanent disability. All equity awards are multiplied by
$25.89, the closing price per share of our Class A common stock on the last trading day of the year. Stock options are valued as $25.89
multiplied by the total number of unvested stock options, minus the exercise price of the award.
CEO pay ratio
Pursuant to Item 402(u) of Regulation S-K under the Securities Act and Section 953(b) of the Dodd-Frank Act, presented
below is the ratio of the annual total compensation of Mr. Ready to the median of the annual total compensation of all our
employees (excluding the CEO) for the year ended December 31, 2025.
Chief Executive Officer annual total compensation
39,312,010
Median Employee annual total compensation
311,466
Ratio of Chief Executive Officer to Median Employee annual total compensation
126.2 to 1
This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
For the year ended December 31, 2025, we used the same median employee as we did for 2024 in our CEO pay ratio
calculation because there were no changes in our employee population or employee compensation arrangement in 2025
that we reasonably believe would result in a significant change to our pay ratio disclosures.
To identify the median employee, we analyzed the compensation of all of our employees, excluding our CEO, whether
employed on a full-time, part-time, temporary or seasonal basis as of December 31, 2024. We did not include any
contractors or other non-employee workers in our employee population.
To identify the median employee, we used a consistently applied compensation measure consisting of the sum of base
salary rate, actual bonus and commission and the grant date fair value of equity awards granted during the 12-month
period from January 1, 2024 through December 31, 2024, for all applicable employees as described above. In the case of
non-U.S. employees, payments not made in U.S. dollars were converted to U.S. dollars using the average applicable
currency exchange rates for the month of December 2024.
Using the methodology described above, the median employee we identified is a full-time employee based in the United
States. We calculated the annual total compensation for the median employee using the same methodology used to report
the annual total compensation of our NEOs in the “2025 Summary compensation table.”
Executive compensation
Pinterest 2026 Proxy Statement
59
Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different
methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by
other companies.
Pay versus performance
As discussed in the Compensation Discussion and Analysis above, the compensation committee generally takes into
consideration the company’s financial and operating performance while determining the individual executive officer’s
performance to align our executive officers’ pay with company performance. In addition, in 2025, we used adjusted
EBITDA and revenue as the performance metrics for our annual cash bonus plan and rTSR as the performance metric for
the CEO’s three-year PSUs granted in early 2025 and for the bridge PSUs granted to our other NEOs. In 2026, we
continued using adjusted EBITDA and revenue as the performance metrics for our annual cash bonus plan and rTSR as the
performance metric for the three-year PSUs granted to our NEOs.
As required by Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about
the relationship between executive compensation actually paid to our NEOs and certain financial performance of
the company.
In this section first principal executive officer (“PEO”) refers to Benjamin Silbermann, our former CEO, and second PEO
refers to Bill Ready, our current CEO.
Pay-versus-performance
Year
Summary
Compensation
Table Total
for First PEO
($)
(1)
Summary
Compensation
Table Total for
Second PEO
($)
(1)
Compensation
Actually Paid
to First PEO
($)
Compensation
Actually Paid
to Second PEO
($)
(2)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
(1)(3)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
(2)(3)
Value of Initial Fixed
$100 Investment
Based On:
Net
Income
(Loss) ($)
(in
thousands)
(5)
Company
Selected
Measure:
Revenue
($) (in
thousands)
(6)
Total
Stock
holder
Return
($)
(4)
Peer
Group
Total
Stock
holder
Return
($)
(4)
2025
— 39,312,010
— 22,037,070 15,866,156 16,323,245
39
120 416,855 4,221,767
2024
— 18,143,031
— (24,338,934)
7,473,706
5,972,582
44
104 1,862,106 3,646,166
2023
—
522,667
— 74,249,630 11,333,745 13,760,300
56
80 (35,610) 3,055,071
2022
202,028 122,651,735 (13,866,816) 153,878,150
411,737 (11,364,015)
37
50 (96,047) 2,802,574
2021
199,100
— (32,587,745)
— 11,394,930 (25,236,449)
55
95 316,438 2,578,027
(1)
The dollar amounts reported represent (i) the total compensation reported in our Summary Compensation Table above for our first
PEO and second PEO and (ii) the average total compensation paid of our non-PEO NEOs for the covered fiscal years. For the years
reported in the table, Mr. Silbermann was our first PEO from January 2020 to July 2022, and Mr. Ready was our second PEO from July
2022 to December 2025.
(2)
The dollar amounts reported represent the amount of “compensation actually paid” (“CAP”), as computed in accordance with SEC
rules. The dollar amounts do not reflect the actual amounts of compensation earned by or paid during the applicable year. In
accordance with SEC rules, for the year shown, the following adjustments were made to total compensation reported in our Summary
Compensation Table to determine the compensation actually paid for our second PEO and the average total compensation paid of our
non-PEO NEOs:
Year
Reported Summary
Compensation Table Total
for Second PEO
($)
Reported Value of
Equity Awards
($)
(a)
Equity Award
Adjustments
($)
(b)
Compensation Actually
Paid to Second PEO
($)
2025
39,312,010
37,928,927
20,653,987
22,037,070
Year
Average Reported
Summary Compensation
Table Total for
Non-PEO NEOs
($)
Average Reported
Value of Equity
Awards
($)
(a)
Average
Equity Award
Adjustments
($)
(b)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2025
15,866,156
14,629,965
15,087,054
16,323,245
Executive compensation
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Pinterest 2026 Proxy Statement
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the
Summary Compensation Table for the covered fiscal year.
(b)
Equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the
year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
(ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards
granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and
vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the
applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for
awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a
deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or
other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in
the fair value of such award or included in any other component of total compensation for the applicable year. The fair value of
stock options was calculated using the Black
-
Scholes option-pricing model using updated assumptions as of each measurement
date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. See
“Note 8 to the Consolidated Financial Statements” included in our 2025 annual report on Form 10-K filed with the SEC on
February 12, 2026 for the assumptions used in calculating the grant date fair value. The amounts deducted or added in calculating
the equity award adjustments are as follows:
Second PEO
Year
Year End Fair
Value of Equity
Awards
Granted in the
Year and
Unvested at
Year End
($)
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year
($)
Change in Fair
Value from Prior
Year End to
Vesting Date of
Equity
Awards Granted
in
Prior Years that
Vested in the Year
($)
Fair Value at the
End
of the Prior Year
of
Equity Awards
that
Failed to Meet
Vesting
Conditions in the
Year
($)
Value of
Dividends or
other Earnings
Paid on
Stock or Option
Awards
not Otherwise
Reflected
in Fair Value
($)
Total
Equity
Award
Adjustments ($)
2025
26,717,468
(10,978,736)
—
4,915,255
—
—
20,653,987
Average Non-PEO NEOs
Year
Year End Fair
Value of Equity
Awards
Granted in the
Year and
Unvested at
Year End
($)
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the Year
($)
Change in Fair
Value from Prior
Year End to
Vesting Date of
Equity
Awards Granted
in
Prior Years that
Vested in the Year
($)
Fair Value at the
End
of the Prior Year
of
Equity Awards
that
Failed to Meet
Vesting
Conditions in the
Year
($)
Value of
Dividends or
other Earnings
Paid on
Stock or Option
Awards
not Otherwise
Reflected
in Fair Value
($)
Total
Equity
Award
Adjustments
($)
2025
14,478,470
(126,340)
—
734,924
—
—
15,087,054
(3)
The non-PEO NEOs represent the following individuals for each of the fiscal years shown:
Year
Non-PEO NEOs
2025
Julia Brau Donnelly, Malik Ducard, Matthew Madrigal, Wanji Walcott
2024
Julia Brau Donnelly, Matthew Madrigal, Wanji Walcott, Malik Ducard, Sabrina Ellis
2023
Julia Brau Donnelly, Todd Morgenfeld, Malik Ducard, Sabrina Ellis, Wanji Walcott
2022
Todd Morgenfeld, Christine Flores, Naveen Gavini, Wanji Walcott
2021
Evan Sharp, Todd Morgenfeld, Christine Flores, Naveen Gavini
(4)
The company and peer group total stockholder return (“TSR”) assumed an initial investment of $100 on December 31, 2020. The peer
group TSR is based on the Nasdaq CTA Internet Index (QNET Index), which is the industry index used in our Annual Report pursuant
to item 201(e) of Regulation S-K for the year ended December 31, 2025, and also serves as the performance benchmark for some of
our executive compensation.
(5)
The dollar amounts reported represent net income (loss) in our “Notes to consolidated financial statements” included in our annual
report on Form 10-K for the applicable year.
(6)
The dollar amounts reported represent revenue in our “Notes to consolidated financial statements” included in our annual report on
Form 10-K for the applicable year.
Executive compensation
Pinterest 2026 Proxy Statement
61
Tabular list of performance measures
The following table sets forth the financial performance measures that we use to link compensation actually paid to our
NEOs to the company’s performance, as further described above in “Compensation discussion and analysis
”
.
Most Important Financial Performance Measures
Revenue
Adjusted EBITDA
(1)
Relative TSR
(1)
Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for more information.
Relationship between compensation actually paid and performance measures
The following charts set forth the relationship between CAP to our PEOs and the average CAP to our other NEOs to (i) the
company’s cumulative TSR and peer group TSR, (ii) net income, and (iii) revenue, each over the five most recently
completed fiscal years.
Compensation actually paid versus company TSR
Executive compensation
62
Pinterest 2026 Proxy Statement
Compensation actually paid versus company net income
Compensation actually paid versus company revenue
Executive compensation
Pinterest 2026 Proxy Statement
63
Equity compensation plan information
The following table provides information as of December 31, 2025, with respect to the shares of our common stock that
may be issued under our 2019 Omnibus Incentive Plan.
Plan Category
Securities to be Issued upon
Exercise of Outstanding Options,
Warrants and Rights
(#)
Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights
($)
Securities Remaining
Available for Future Issuance
under Equity Compensation Plans
(#)
Plans approved by
security holders
(1)
47,672,428
(2)
19.96
(3)
186,410,561
(4)
Plans not approved by
security holders
—
—
—
(1)
The 2019 Omnibus Incentive Plan provides that the number of shares reserved and available for issuance under the 2019 Omnibus
Incentive Plan will automatically increase on each January 1, commencing on January 1, 2020 through and including January 1, 2029,
in an amount equal to 5% of the total number of shares of Class A and Class B common stock outstanding on the immediately
preceding December 31.
(2)
Each share of our Class B common stock is convertible at any time at the option of the holder into one share of our Class A common
stock. Each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any
transfer, whether or not for value, except certain transfers to entities, including certain charities and foundations, to the extent the
transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock, and certain
other transfers described in our certificate of incorporation. Upon the death or permanent incapacity of each holder of Class B
common stock who is a natural person, the Class B common stock held by that person or his or her permitted estate planning entities
will convert automatically into Class A common stock. However, shares of Class B common stock held by Benjamin Silbermann or his
permitted estate planning entities or other permitted transferees will not convert automatically into Class A common stock until a
time that is between 90 and 540 days after his death or permanent incapacity, as determined by the board. In addition, all shares of
Class B common stock will automatically convert into shares of Class A common stock on (i) April 23, 2026, the seven-year
anniversary of our IPO, except with respect to shares of Class B common stock held by any holder that continues to beneficially own at
least 50% of the number of shares of Class B common stock that such holder beneficially owned immediately prior to completion of
our IPO; and (ii) a date that is between 90 and 540 days, as determined by the board, after the death or permanent incapacity of Mr.
Silbermann. Includes 37,859,546 shares of Class A common stock issuable upon vesting of RSUs, 1,084,476 shares of Class A common
stock issuable upon vesting of PSUs and 175,234 shares of Class A common stock issuable upon vesting of RSAs, each awarded under
our 2019 Omnibus Incentive Plan, as well as 8,553,172 shares of Class A common stock issuable upon exercise of outstanding options
granted under our 2019 Omnibus Incentive Plan.
(3)
Excludes RSAs, RSUs and PSUs as they have no exercise price.
(4)
Reflects shares available for future issuance under the 2019 Omnibus Incentive Plan (excluding shares underlying
outstanding awards).
Executive compensation
64
Pinterest 2026 Proxy Statement
Audit matters
Proposal 4
Ratification of selection of
independent auditor
The audit committee has sole responsibility for the appointment, compensation and oversight of our independent
registered public accounting firm. At the annual meeting, you are being asked to ratify the audit committee’s selection of
Ernst & Young LLP (“EY”) to serve as our independent auditor for the year ending December 31, 2026. EY has served as our
independent auditor since 2013. The audit committee believes that the continued retention of EY as our independent
auditor is in the best interests of Pinterest and its stockholders. Representatives of EY are expected to be present at the
annual meeting. They will have an opportunity to make a statement if they desire to do so and are expected to be available
to respond to appropriate stockholder questions.
The board, upon recommendation of the audit committee, is submitting the selection of EY to stockholders for ratification
as a matter of good corporate governance. If stockholders do not ratify the selection of EY, the audit committee will review
its future selection of our independent auditor in light of that result. Even if the selection is ratified, the audit committee
may, in its discretion, appoint a new independent auditor at any time during the year if it determines that such a change
would be in the best interests of the company and its stockholders.
The board recommends a vote
FOR
the ratification
of Ernst & Young LLP
Principal accountant fees and services
The following table represents aggregate fees for EY services for the years ended December 31, 2025 and 2024
(in thousands):
2025
2024
Audit fees
(1)
5,918
5,785
Audit-related fees
(2)
—
—
Tax fees
(3)
1,102
1,126
All other fees
(4)
1,615
1,389
Total fees
8,635
8,300
(1)
Consist of fees for services rendered in connection with the annual audit of our consolidated financial statements and audit of internal
control over financial reporting, reviews of our quarterly condensed consolidated financial statements, services provided in connection
with statutory and regulatory filings, and consultations on accounting matters directly related to the audit. Audit fees for the year ended
December 2024 have been updated to reflect additional amounts invoiced after the 2025 proxy statement for the 2024 statutory filings.
(2)
There were no audit-related fees for the years ended December 31, 2025 and 2024.
(3)
Consist of fees for services rendered for tax compliance, tax advice and tax planning.
(4)
Consist of fees for services rendered in connection with the Digital Services Act and business metrics.
Pinterest 2026 Proxy Statement
65
Pre-approval policies and procedures
It is the policy of the audit committee to pre-approve, typically near the beginning of each fiscal year, all audit and
permissible non-audit services to be provided by the independent auditor during that fiscal year. The audit committee
also may pre-approve particular services during the fiscal year on a case-by-case basis. The audit committee has
delegated to the chair of the audit committee the authority to pre-approve such specific services on a case-by-case
basis for which the aggregated estimated fees do not exceed $200,000. The audit committee or its chair, as applicable,
considers whether the provision of any non-audit services is compatible with maintaining the independence of our
independent auditor and solicits the input of management and the independent auditor on this issue. The audit
committee pre-approved all of the services reported in the table above, pursuant to the policies and procedures
described above, and the audit committee determined that all non-audit services provided to the company by EY were
compatible with the maintenance of EY’s independence in the conduct of its auditing functions.
Audit committee report
The audit committee has reviewed and discussed with management the audited financial statements for the fiscal year
ended December 31, 2025. The audit committee has discussed with EY, our independent registered public accounting firm,
the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board
(“PCAOB”) and the SEC. The audit committee has also received the written disclosures and the letter from EY required by
applicable requirements of the PCAOB regarding the firm’s communications with the audit committee concerning
independence and has discussed with EY the firm’s independence. Based on the foregoing, the audit committee has
recommended to the board that the audited financial statements be included in our 2025 annual report on Form 10-K.
Members of the Audit Committee
Scott Schenkel
(chair)
Emily Reuter
Fredric Reynolds
Salaam Coleman Smith
Marc Steinberg
Audit matters
66
Pinterest 2026 Proxy Statement
Security ownership of certain
beneficial owners and management
The following table sets forth certain information regarding the beneficial ownership of our Class A common stock and
Class B common stock as of the record date, by: (i) each director and nominee for director; (ii) each NEO; (iii) all current
executive officers and directors as a group; and (iv) each person or group known by us to be the beneficial owner of more
than 5% of our Class A common stock or Class B common stock. We have determined beneficial ownership in accordance
with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if
such person has or shares the power to vote (or direct the voting) or to dispose (or direct the disposition) of such securities
or has the right to acquire these powers within 60 days. Unless otherwise indicated, and subject to community property
laws where applicable, based on the information available to us, the company believes that each of the stockholders named
in the table has sole voting and investment power over the reported shares. Unless otherwise indicated, the address for
each stockholder is c/o Pinterest at the company’s address set forth on page 70 of this Proxy Statement.
Applicable percentages are based on 496,121,510 shares of Class A common stock and 79,679,925 shares of Class B
common stock outstanding as of the record date, adjusted as required by SEC rules. We have deemed shares of our Class A
common stock and of our Class B common stock subject to stock options that are currently exercisable or exercisable
within 60 days of the record date, to be outstanding and to be beneficially owned by the person holding the stock option
for the purpose of computing the percentage ownership of that person only. We have deemed shares of our Class A
common stock and of our Class B common stock subject to RSUs that are expected to become vested within 60 days of the
record date, to be outstanding and to be beneficially owned by the person holding the RSUs for the purpose of computing
the percentage ownership of that person only.
The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a
share-for-share basis, such that each holder of Class B common stock beneficially owns an equivalent number of shares of
Class A common stock. Percentage of total voting power represents voting power with respect to all shares of our Class A
common stock and Class B common stock, voting together as a single class, with each share of our Class A common stock
entitled to one vote per share and each share of our Class B common stock entitled to 20 votes per share. The holders of
our Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of
our stockholders, except as may be otherwise required by law or our certificate of incorporation.
Pinterest 2026 Proxy Statement
67
The information provided in the table is based on our records, information filed with the SEC and information provided to
us, except where otherwise noted.
Class A
Common Stock
Class B
Common Stock
Name of Beneficial Owner
Shares
% of
Class
Shares
% of
Class
% of Total
Voting Power
Named Executive Officers and Directors
Benjamin Silbermann
(1)
8,414
*
36,911,603
46.32
35.33
Bill Ready
(2)
8,719,450
1.73
—
—
*
Chip Bergh
(3)
20,940
*
—
—
—
Julia Brau Donnelly
29,548
*
—
—
—
Malik Ducard
350,666
*
—
—
*
Wanji Walcott
119,569
*
—
—
*
Leslie Kilgore
(4)
78,898
*
6,838
*
*
Matthew Madrigal
(6)
246,084
*
—
—
—
Gokul Rajaram
(7)
33,507
*
—
—
*
Emily Reuter
—
—
—
—
—
Fredric Reynolds
(5)
105,223
*
100,000
*
*
Scott Schenkel
(5)
25,059
*
—
—
—
Salaam Coleman Smith
(5)
48,897
*
—
—
*
Kecia Steelman
—
—
—
—
—
Marc Steinberg
(5)
41,547
*
—
—
*
Andrea Wishom
(5)
53,586
*
—
—
*
All directors and executive officers as a group
(8)
9,591,705
1.90
37,018,441
46.46
35.75
Other 5% Stockholders
Paul Sciarra
(9)
—
—
32,589,537
40.90
31.19
BlackRock, Inc.
(10)
59,584,440
12.01
—
—
2.85
The Vanguard Group
(11)
60,147,395
12.12
—
—
2.88
* Represents beneficial ownership or voting power of less than one percent
(1)
Includes (i) 8,414 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 27, 2026
and (ii) shares of Class B common stock held by Benjamin W. Silbermann and Divya Silbermann, as trustees of the Benjamin and Divya
Silbermann Family Trust (the “Trust”). Mr. and Ms. Silbermann have sole voting and dispositive power over the shares held by the
Trust and may therefore be deemed to beneficially own such shares. Does not include 8,762,530 shares of Class B common stock held
by an LLC that is owned by a trust, the beneficiaries of which include certain of Mr. Silbermann’s immediate family members. Mr.
Silbermann does not have dispositive power or voting power over the shares held by the LLC and, as a result, he is deemed not to be a
beneficial owner of the shares held by the LLC and such shares are not included in the table.
(2)
Includes (i) 7,484,023 shares of Class A common stock issuable upon exercise of outstanding stock options (ii) 534,573 shares of Class
A common stock issuable upon exercise of outstanding stock options that will vest within 60 days of March 27, 2026 and (iii) 58,411
shares of restricted Class A common stock that will vest within 60 days of March 27, 2026.
(3)
Includes 11,540 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 27, 2026.
(4)
Includes (i) 36,786 shares of Class A common stock held by the JLK Family Legacy Trust, of which Ms. Kilgore is a trustee and (ii) 8,414
shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 27, 2026.
(5)
Includes 8,414 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 27, 2026.
(6)
Includes 54,164 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March 27, 2026.
(7)
Includes (i) 3,957 shares of Class A common stock held by Gokul Rajaram & Tamara Lucero-Rajaram Trustees Rajaram Family
Revocable Trust, of which Mr. Rajaram is a Trustee and (ii) 8,414 shares of Class A common stock issuable in connection with RSUs
that will vest within 60 days of March 27, 2026.
(8)
Includes of (i) 7,484,023 shares of Class A common stock issuable upon exercise of outstanding stock options; (ii) 534,573 shares of
Class A common stock issuable to our NEOs and directors upon the exercise of outstanding stock options that will vest within 60 days
of March 27, 2026; (iii) 58,411 shares of Class A common stock issuable in connection with RSUs that will vest within 60 days of March
27, 2026; and (iv) 60,983 shares of Class A common stock owned Claude Brown. Excludes Malik Ducard's share ownership figures.
Security ownership of certain beneficial owners and management
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Pinterest 2026 Proxy Statement
(9)
Based on information provided to us by Paul Sciarra, includes (i) 24,774,061 shares of Class B Common Stock of the Issuer held by the
Sciarra Management Trust, of which Paul Cahill Sciarra is trustee and, in his capacity as trustee, has voting, investment and dispositive
power over the shares held by the trust; and (ii) 7,815,476 shares of Class B Common Stock held by the PCS Remainder LLC, a limited
liability company the sole member of which is PCS Remainder Trust. Mr. Sciarra, in his capacity as the protector of the PCS Remainder
Trust, has the authority to remove and replace the trustee of this trust and as such may be deemed to have voting, investment and
dispositive power over the shares held by this trust through the LLC. The address for U.S. Trust Company of Delaware, as agent for
Sciarra Management Trust is 2951 Centerville Road, Suite 200, Wilmington, DE 19808. The address for the PCS Remainder LLC is the
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
(10)
Based on the Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 8, 2026 reporting ownership of 59,584,440 shares of
Class A common stock as of December 31, 2025, with sole voting power with respect to 54,976,155 shares and sole dispositive power
with respect to 59,584,440 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York, 10001
(11)
Based on the Schedule 13G/A filed with the SEC by The Vanguard Group on December 6, 2024 reporting ownership of 60,147,395
shares of Class A common stock as of November 29, 2024 with shared voting power with respect to 464,571 shares, sole dispositive
power with respect to 58,650,278 shares and shared dispositive power with respect to 1,497,117 shares. The address of The
Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group subsequently reported on March 27,
2026, that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Pinterest securities
beneficially owned by various subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or
business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group will report beneficial
ownership separately (on a disaggregated basis).
Delinquent section 16(a) reports
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a
registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in
ownership of such securities. To our knowledge, based solely on a review of such reports filed with the SEC and written
representations that no other reports were required during 2025, we believe that all required reports were timely filed.
Security ownership of certain beneficial owners and management
Pinterest 2026 Proxy Statement
69
Other matters
Related party transactions
Policies and procedures
Pursuant to our written related party transaction policy, the audit committee has the primary responsibility for reviewing
and approving (or, if advance approval is not feasible, ratifying) related party transactions. A related party includes our
directors, executive officers, beneficial owners of more than 5% of our voting securities, or any member of the immediate
family or person sharing the household with the foregoing persons. A related party transaction is a current or proposed
transaction, arrangement or relationship in which our company was, is or will be a participant and the amount involved
exceeds or is expected to exceed $120,000 in any fiscal year and in which any related party has, had or will have a direct or
indirect material interest.
The audit committee, while reviewing a related party transaction for approval or ratification, will consider various factors,
including the benefit of the transaction to us, the terms of the transaction and whether it is at arm’s-length and in the
ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and
expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party
transaction. If advance approval of a related party transaction is not feasible, the chair of the audit committee may approve
the transaction and such transaction may be ratified by the audit committee in accordance with our written policy.
Related party transactions
Other than as described below, since January 1, 2025, we have not entered into any transactions, nor are there any
currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed,
$120,000, and in which any related person had or will have a direct or indirect material interest.
•
Investment Agreement
. On March 3, 2026, we entered into an investment agreement (the “Investment Agreement”)
with Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) relating to the issuance and sale to Elliott
of $1 billion in aggregate principal amount of our 1.75% Convertible Senior Notes due 2031 (the “Notes”). On March 5,
2026, the closing under the Investment Agreement occurred and the Notes were issued to Elliott. Marc Steinberg is a
Partner at Elliott Investment Management L.P. (which entity is the investment manager for Elliott) and remains a
director on the Board pursuant to the Investment Agreement.
In addition, from time to time, we do business with other companies, including advertisers, affiliated with certain holders of
our capital stock. We believe that all such arrangements have been entered into in the ordinary course of business and
have been conducted on an arm’s-length basis.
Stockholder proposals for the 2027
annual meeting
of stockholders
Proposals and director nominations to be included in our proxy statement
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our Proxy
Statement and for consideration at our 2027 annual meeting of stockholders (“2027 annual meeting”). To be eligible, your
proposal must be received by our Corporate Secretary at the company’s address: 651 Brannan Street, San Francisco,
California 94107, no later than the close of business (6:00 p.m. Pacific Time) on December 9, 2026, and must otherwise
comply with Rule 14a-8. While the board will consider stockholder proposals that we receive, we reserve the right to omit
from our Proxy Statement stockholder proposals that do not satisfy applicable SEC rules.
In addition, our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) that have owned 3%
or more of Pinterest’s outstanding shares continuously for at least three years to submit director nominees (the greater of
two directors or up to 20% of our board) for inclusion in our proxy materials. To be considered for inclusion in our Proxy
Statement and for consideration at our 2027 annual meeting, your director nomination must be received by our
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Pinterest 2026 Proxy Statement
Corporate Secretary at the company’s address (see above) no later than the close of business (6:00 p.m. Pacific Time) on
December 9, 2026, and no earlier than the close of business on November 9, 2026, assuming that the 2027 annual meeting
of stockholders occurs within 30 days before or after the anniversary of the 2026 annual meeting. In order to utilize these
proxy access provisions, a stockholder or group of stockholders must also satisfy the additional eligibility, procedural, and
disclosure requirements set forth in our bylaws. The submission of proxy access nomination does not guarantee its
inclusion in our Proxy Statement, and we reserve the right to omit from our Proxy Statement any proxy access nomination
that does not satisfy the applicable requirements.
Other proposals and director nominations to be presented at the 2027
annual meeting
Under our bylaws, in order to nominate a director or bring any other business before the stockholders at the 2027 annual
meeting that will not be included in our Proxy Statement pursuant to Rule 14a-8 under the Exchange Act or the proxy
access provisions of our bylaws, you must comply with the procedures and timing specifically described in the separate
advance notice provisions of our bylaws (which includes information required under Rule 14a-19). Assuming that the 2027
annual meeting occurs within 30 days before or after the anniversary of the
2026
annual meeting, stockholders desiring to
nominate a director or bring any other business before the stockholders at the 2027 annual meeting other than pursuant
to Rule 14a-8 or our bylaws’ proxy access provisions must notify our Corporate Secretary in writing not earlier than the
close of business on January 21, 2027, and not later than the close of business on February 20, 2027. Such notice must set
forth certain information specified in our bylaws. Failure to comply with these and other applicable requirements may
result in a nomination or proposal of other business being disregarded pursuant to our bylaws.
All stockholder proposals and nominations should be in writing and be submitted to the Corporate Secretary at the
company’s address (see above) of this Proxy Statement. We advise you to review our bylaws, which set forth the
requirements for the nomination of director candidates and the presentation of proposals by stockholders. Our bylaws can
be found on our website at
https://investor.pinterestinc.com/governance/governance-documents,
or you may obtain a copy
free of charge by contacting the Corporate Secretary at the company’s address on page 70 of this Proxy Statement.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or
proposal that does not comply with these and other applicable requirements.
Voting and annual meeting information
Meeting information
Why have these proxy materials been made available to me?
These materials are available in connection with the board’s solicitation of proxies to be voted at the annual meeting. The
annual meeting is being held to elect four Class I directors to hold office until the 2029 annual meeting (Proposal 1),
approve, in a non-binding advisory vote, the compensation of our named executive officers (Proposal 2), approve, in a non-
binding advisory vote, the frequency of future advisory votes to approve our named executive officers’ compensation
(Proposal 3) and ratify the selection of Ernst & Young as our independent auditor for
2026
(Proposal 4). All stockholders
who held shares of our common stock as of the close of business on the record date, March 27, 2026, are entitled to attend
the annual meeting and to vote on the items of business outlined above. Whether or not you choose to attend the annual
meeting, we urge you to vote your shares as soon as possible so that your shares are represented at the annual meeting.
This Proxy Statement is furnished in connection with the solicitation of your proxy by our board to vote at the annual
meeting, including at any adjournments or postponements of the annual meeting. This Proxy Statement contains
information to be voted on at the annual meeting and certain other information required by SEC rules. In accordance with
SEC rules, we are making our proxy materials available at www.proxyvote.com with an option to request a printed set be
mailed to you. We expect to begin mailing a notice of internet availability of proxy materials on or about April 8, 2026, to
all stockholders of record entitled to vote at the annual meeting. This notice contains instructions for viewing the proxy
materials and voting online and requesting a printed set of proxy materials.
How can I attend the meeting?
Other matters
Pinterest 2026 Proxy Statement
71
The annual meeting will be held exclusively online at
www.virtualshareholdermeeting.com/PINS2026
on Thursday, May 21,
2026, at 8:00 a.m. Pacific Time. We invite all Pinterest stockholders as of the record date to attend the annual meeting.
Through the virtual annual meeting format, you will be able to participate in the annual meeting online, vote your shares
electronically and submit questions. We encourage you to access the annual meeting prior to the start time, and you
should allow ample time to log in to the annual meeting webcast and test your computer audio system.
Stockholders of record as of the record date are entitled to participate in the annual meeting. To log in to the annual
meeting, stockholders of record should go to the meeting website, enter the 16-digit control number included on your
notice of internet availability of proxy materials or proxy card, and follow the instructions on the website.
If your shares are held in street name and your voting instruction form or notice of internet availability of proxy materials
indicates that you may vote those shares through www.proxyvote.com, then you may access and participate in the annual
meeting with the 16-digit access code indicated on that voting instruction form or notice of internet availability of proxy
materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other
nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend and
participate in the annual meeting.
Why a virtual meeting?
We have adopted a virtual format to provide a consistent experience to all stockholders regardless of location, expand
stockholder access to the annual meeting, achieve cost savings for stockholders and Pinterest, and reduce the
environmental impact of the annual meeting. Hosting a virtual annual meeting enables increased stockholder attendance
and participation since stockholders can participate from any geographic location with internet connectivity. We have
structured the virtual format so that it offers the same participation opportunities that would be provided at an in-person
annual meeting. In particular:
•
You can submit questions in advance of and during the annual meeting
. Our question and answer session will include
questions submitted both in advance of and live during the annual meeting. If you are a stockholder of record, or hold
shares in street name and your voting instruction form or notice of internet availability of proxy materials indicates you
may vote through www.proxyvote.com, you may submit a question in advance of the annual meeting at
www.proxyvote.com or during the annual meeting at
www.virtualshareholdermeeting. com/PINS2026
, in each case by
logging in with your 16-digit control number. We plan to answer as many questions during the annual meeting as time
permits. Information regarding the types of questions permitted will be available in the meeting rules of conduct, which
will be posted on the virtual meeting website during the meeting.
•
Tech support will be available to facilitate your access to the annual meeting
. We encourage you to access the annual
meeting before it begins. Online check-in will start shortly before the annual meeting on May 21, 2026. We will have
technicians available to assist you. If you have difficulty accessing the annual meeting please follow the instructions at
the annual meeting website to connect with a technician via phone.
Following the annual meeting, for a period of one year, we will make available a replay of the entire annual meeting on our
investor relations website https://investor.pinterestinc.com.
What constitutes a quorum?
A quorum of stockholders is necessary to transact business at the annual meeting. A quorum exists if the holders of at least
a majority of the voting power of the issued and outstanding shares entitled to vote are represented at the annual meeting,
either by attending and voting at the annual meeting or by proxy. Abstentions and broker non-votes, if any, will be counted
in determining if there is a quorum. If there is no quorum, either the chairperson of the annual meeting or the holders of a
majority of the voting power of the shares entitled to vote who are present or represented at the annual meeting may
adjourn the annual meeting to another date.
Voting information
Who is eligible to vote?
Only stockholders of record at the close of business on the record date are entitled to vote at the annual meeting. As of the
record date, there were 496,121,510 shares of Class A common stock and 79,679,925 shares of Class B common stock
outstanding and entitled to vote.
Other matters
72
Pinterest 2026 Proxy Statement
How many votes per share do I have?
Our Class A common stock has one vote per share and our Class B common stock has twenty votes per share. Our Class A
common stock and Class B common stock will vote together as a single class on all matters to be voted upon at the
annual meeting.
How can I vote?
Your voting options depend on how you hold your shares. You may vote as follows if you are a stockholder of record as of
the record date or if you hold your shares in street name and your voting instruction form or notice of internet availability
of proxy materials indicates that you may vote these shares through
www.proxyvote.com:
•
At the annual meeting
, by following the log in procedures described above and completing the online form during the
annual meeting.
•
Before the annual meeting
, online, by going to www.proxyvote.com and following the prompts.
Otherwise, stockholders who hold their shares in street name should follow the voting instructions received from their
broker, bank or other agent. If you received a paper copy of the proxy materials, you may also vote by mail (by completing,
signing and dating the enclosed proxy card or voting instruction card and returning it promptly in the envelope provided)
or over the phone.
You can vote over the phone or online until 11:59 p.m. Eastern Time on the day before the annual meeting. If you vote by
mail, your proxy or voting instruction card, as applicable, must be received by the day before the annual meeting. You may
still attend and vote at the annual meeting even if you have already voted by proxy.
How can I change my vote?
You can revoke your proxy at any time before the final vote at the annual meeting. You can also change your vote by
attending and voting at the annual meeting. Please note that simply attending the annual meeting will not, by itself, revoke
your proxy. In addition:
•
If you are the beneficial owner, you can also change your vote or revoke your voting instruction by following the
instructions provided by the broker, bank or other agent through which your shares are held.
•
If you are the stockholder of record, you can also change your vote or revoke your proxy by submitting a new proxy card
that bears a later date, by submitting new proxy instructions over the phone or online or by sending a timely written
notice that you are revoking your proxy to the Corporate Secretary at the company’s address (see page 70 of this Proxy
Statement). Such notice will be considered timely if it is received by the day before the annual meeting.
Who will count the votes?
Votes will be tabulated by Broadridge Financial Solutions, Inc. (“Broadridge”), and the board has appointed Broadridge to
serve as our independent inspector of election.
What if I am a record holder and I do not submit voting instructions?
If you complete and submit your proxy, the persons named as proxies will vote your shares in accordance with your
instructions. If you submit a proxy but do not complete the voting instructions, the persons named as proxies will vote your
shares in accordance with the board’s recommendations below. If you do not submit a proxy or vote at the annual meeting,
your shares will not be voted.
What if I am a street-name holder and I do not submit voting instructions?
You may instruct your broker, bank or other agent on how to vote your shares by following the instructions they provided
with the proxy materials. If you do not do so, your broker, bank or other agent may in some cases vote the shares in their
discretion, but they are not permitted to vote on certain proposals and may elect not to vote on any of the proposals.
Whether a broker, bank or other nominee has discretion to vote the shares on uninstructed matters is subject to NYSE
rules and a final determination by NYSE. If you do not provide voting instructions and the broker, bank or other agent
elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the
broker does not vote. Therefore, you are encouraged to return your voting instructions so that your shares are voted at
the annual meeting.
Other matters
Pinterest 2026 Proxy Statement
73
What vote is necessary to approve each proposal and what are the board’s recommendations?
The following table sets forth the voting requirements for each proposal being voted on at the annual meeting and the
board’s recommendations.
Effect of
Proposal
Board Recommendation
Required Vote
Withholding / Abstentions
Broker Non-Votes
1
Election of directors
“FOR”
each nominee
Plurality of votes cast
(nominees that receive
the most FOR votes will
be elected)
1
No effect
Not counted as a vote
cast and so no effect
2
Non-binding
advisory vote on
the compensation of
our named
executive officers
“FOR”
Majority of the voting
power of the shares
represented at the
meeting and entitled to
vote on the matter
2
Same as a vote AGAINST
Not counted as entitled
to vote and so no effect
3
Non-binding
advisory vote on the
frequency of future
advisory votes to
approve our named
executive officers’
compensation.
“ONE YEAR”
Majority of the voting
power of the shares
represented at the
meeting entitled to vote
on the matter
2
Same as a vote AGAINST all
options
Not counted as entitled
to vote and so no effect
4
Ratification of
selection of
Ernst & Young
“FOR”
Majority of the voting
power of the shares
represented at the
meeting and entitled
to vote on the matter
2
Same as a vote AGAINST
Not counted as entitled
to vote and so no effect
1
As set forth in our bylaws, the required vote is the plurality in voting power of the shares present in person or represented by proxy at a
meeting of the stockholders and entitled to vote in the election of directors. In accordance with our director resignation policy, any
incumbent director nominee who receives a greater number of “withhold/abstention” votes than “for” votes is expected to tender their
resignation for consideration by the Board.
2
As set forth in our bylaws, the required vote is the affirmative vote of the holders of a majority of the voting power of the shares of
capital stock of Pinterest present in person or represented by proxy at the meeting and entitled to vote on the subject matter.
Each nominee has consented to be a candidate and to serve if elected. Although the board has no reason to believe that
any nominee will be unavailable to serve as a director, if such an event should occur, the board may designate a substitute
nominee or reduce the size of the board. If the board designates a substitute nominee, proxies will be voted for such
substitute nominee(s).
What if other business comes before the annual meeting?
We do not expect any other business to properly come before the annual meeting; however, if any other business should
properly come before the annual meeting, the persons named as proxies will vote your shares on such matters in
accordance with their best judgment.
How can I find out the voting results?
We will announce the preliminary voting results at the annual meeting. Final voting results will be published on a Form 8-K
that we expect to file with the SEC within four business days after the annual meeting.
Proxy material information
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a
paper copy of the full set of proxy materials?
Other matters
74
Pinterest 2026 Proxy Statement
In accordance with SEC rules, and in order to expedite our stockholders’ receipt of proxy materials, lower Pinterest’s costs
and reduce the environmental impact of the annual meeting, we are making our proxy materials available to stockholders
primarily over the internet. As a result, we are mailing a notice of the internet availability of the proxy materials to our
stockholders instead of a paper copy of the full set of proxy materials. As explained in the notice, you can view our proxy
materials and vote online by visiting www.proxyvote.com and having available the 16-digit control number contained in
your notice. If you received a notice, you will not receive a printed copy of the proxy materials unless you request one by
following the instructions provided in the notice.
Who pays the cost of the proxy solicitation?
We will pay for the costs of soliciting proxies, including the preparation, assembly, printing and mailing of the proxy
materials. In addition, our directors, officers and employees may also solicit proxies in person, by telephone, or by other
means of communication, without additional compensation. We may also reimburse brokers, banks, fiduciaries, custodians
and other institutions for their costs in forwarding the proxy materials to the street-name holders of our common stock.
What if I receive multiple notices or proxy or voting instruction cards?
If you received more than one notice of internet availability or proxy or voting instruction card, your shares may be
registered in more than one name or in different accounts. Please follow the voting instructions on each of the notices,
cards or forms to ensure that all of your shares are voted.
How can I sign up to receive future proxy materials by e-mail?
We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of
the annual meeting. To sign up for electronic delivery, please visit www.proxyvote.com. Also, if you are a beneficial owner,
you may sign up for electronic delivery by contacting your bank, broker or other agent through which you hold your shares.
Once you sign up, you will not receive a printed copy of the proxy materials unless you request them.
What is householding?
SEC rules permit us, with your permission, to send a single set of proxy materials, including the notice of internet
availability, Proxy Statement and annual report, to any household at which two or more stockholders reside if we believe
they are members of the same family. This rule is called “householding” and its purpose is to help reduce printing and
mailing costs of proxy materials. To date, we have not instituted this procedure, but may do so in the future. A number of
brokerage firms have instituted householding. If you and members of your household have multiple accounts holding
shares of our common stock, you may have received a householding notification from your broker. Please contact your
broker directly if you have questions, require additional copies of the proxy materials or wish to revoke your decision to
household or if you are receiving multiple copies of the proxy materials but wish to receive a single copy in the future.
These options are available to you at any time. If you receive a single set of proxy materials as a result of householding by
your broker and you would like to receive separate copies of the notice of internet availability, Proxy Statement or annual
report, you may also submit a request to our Corporate Secretary by mail at the company’s address (see page 70 of this
Proxy Statement) or by phone at (415) 762-7100, and we will promptly send you the requested materials.
How can I get a paper copy of Pinterest’s annual report?
A copy of our 2025 annual report on Form 10-K is available without charge upon written request to the Corporate
Secretary at the company’s address (see page 70 of this Proxy Statement).
Other matters
Pinterest 2026 Proxy Statement
75
Appendix A - Information regarding
Non-GAAP financial measures
This Proxy Statement contains the following non-GAAP measures of financial performance, Adjusted EBITDA, Adjusted
EBITDA margin and free cash flow.
To supplement our consolidated financial statements presented in accordance with GAAP, we consider these financial
measures which are not based on any standardized methodology prescribed by GAAP.
We use these non-GAAP financial measures to evaluate our operating results and for financial and operational decision-
making purposes. We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization
expense, share-based compensation expense, payroll tax expense related to share-based compensation, interest income
(expense), net, other income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or
non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance.
Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenue. Non-GAAP costs and expenses (including
non-GAAP cost of revenue, research and development, sales and marketing, and general and administrative) and non-
GAAP net income exclude amortization of acquired intangible assets, share-based compensation expense, payroll tax
expense related to share-based compensation, legal settlement expense and non-cash charitable contributions. We define
free cash flow as net cash provided by operating activities less purchases of property and equipment. Free cash flow is not
intended to represent our residual cash flow available for discretionary expenditures.
We believe these measures help identify underlying trends in our business that could otherwise be masked by the effect of
the income and expenses they exclude.
We also believe these measures provide useful information about our operating results, enhance the overall
understanding of our past performance and future prospects, and allow for greater transparency with respect to key
metrics we use for financial and operational decision-making. We present these non-GAAP measures to assist investors in
seeing our operating results through the eyes of management and because we believe that these measures provide an
additional tool for investors to use in comparing our operating results over multiple periods with other companies in our
industry.
These measures should not be considered in isolation from, or as a substitute for, financial information prepared in
accordance with GAAP. There are a number of limitations related to the use of non-GAAP financial measures rather than
the nearest GAAP equivalents. For example,
•
Adjusted EBITDA excludes:
•
certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible
assets, although these assets may have to be replaced in the future; and
•
share-based compensation expense and related payroll tax expense, which has been, and will continue to be for the
foreseeable future, a significant recurring expense and an important part of our compensation strategy.
In addition, free cash flow does not reflect our future contractual commitments arising from purchases of property and
equipment.
Because of these limitations, you should consider non-GAAP financial measures alongside other financial performance
measures, and our other financial results presented in accordance with GAAP. The following table presents a
76
Pinterest 2026 Proxy Statement
reconciliation of each non-GAAP financial measure used in this proxy statement, the most directly comparable financial
measure calculated and presented in accordance with GAAP (in thousands):
Year Ended December 31,
2025
2024
2023
Net income (loss)
$ 416,855
$ 1,862,106
$ (35,610)
Net income (loss) margin
10 %
51 %
(1) %
Depreciation and amortization
25,151
21,266
21,509
Share-based compensation
880,463
765,795
647,860
Payroll tax expense related to share-based compensation
(1)
30,984
30,787
24,131
Interest (income) expense, net
(110,493)
(127,003)
(105,439)
Other (income) expense, net
(15,514)
19,215
(3,799)
Provision for (benefit from) income taxes
(2)
29,035
(1,574,501)
19,170
Legal settlement
(3)
34,650
—
Restructuring charges
—
—
126,882
Non-cash charitable contributions
13,495
—
12,890
Adjusted EBITDA
$ 1,269,976
$ 1,032,315
$ 707,594
Adjusted EBITDA margin
30 %
28 %
23 %
(1)
We began excluding payroll tax expense related to share-based compensation from Adjusted EBITDA in the fourth quarter of 2024 because
these taxes are variable due to our stock price and other factors outside our control and therefore are not reflective of our ongoing business
operations or the underlying trends in our business. Accordingly, although payroll tax expense related to share-based compensation is a cash
expense that we will continue to incur in the future, we believe excluding this expense provides investors with a better understanding of the
performance of our core business and serves as a tool for investors to use in comparing our core business operating results over multiple
periods with other companies in our industry. Prior period amounts have been restated to conform to this presentation.
(2)
Provision for (benefit from) income taxes includes $1,597.0 million related to the release of our valuation allowance on our U.S. federal and
state, excluding California, deferred tax assets during the fourth quarter of 2024. Refer to Note 10 to our consolidated financial statements
for further information.
(3)
On November 1, 2024, we reached a settlement to resolve pending litigation relating to allegations concerning the early development of
Pinterest. We recorded legal settlement expense of $34.7 million, net of insurance proceeds, for the year ended December 31, 2024, which
we have excluded from Adjusted EBITDA because it is non-recurring and not reflective of our ongoing business operations or the underlying
trends in our business.
FREE CASH FLOW
Year Ended December 31,
2025
2024
2023
Reconciliation of free cash flow
Net cash provided by operating activities
$
1,284,264
$
964,594
$
612,961
Less:
Purchases of property and equipment
(32,375)
(24,606)
(8,063)
Free cash flow
$
1,251,889
$
939,988
$
604,898
Pinterest 2026 Proxy Statement
77
This
page
is
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left
blank.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 10-K
_________________
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
F
or the transition period from to
Commission file number 001-38872
Pinterest, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
26-3607129
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
651 Brannan Street
San Francisco, California
94107
(Address of Principal Executive Offices)
(Zip Code)
(415) 762-7100
Registrant’s Telephone Number, Including Area Code
_______________________
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, $0.00001 par value
PINS
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☒
No
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐
No
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act
.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
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.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report
.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of a
share of the registrant’s common stock on June 30, 2025 as reported by the New York Stock Exchange on such date was approximately $18.7
billion.
As of February 6, 2026, there were 585,458,698 shares of the registrant’s Class A common stock, $.00001 par value per share, outstanding, and
79,679,925 shares of the registrant’s Class B common stock outstanding.
Documents Incorporated by Reference
Portions of the registrant’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of
this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission
within 120 days after the end of the registrant’s fiscal year ended December 31, 2025.
Pinterest, Inc.
Table of contents
Page
Note about forward-looking statements and summary of risk factors
3
Limitations of key metrics and other data
7
Part I
Item 1.
Business
8
Item 1A.
Risk factors
14
Item 1B.
Unresolved staff comments
43
Item 1C.
Cybersecurity
43
Item 2.
Properties
44
Item 3.
Legal proceedings
44
Item 4.
Mine safety disclosures
44
Part II
Item 5.
Market for registrant’s common equity, related stockholder matters and issuer purchases of
equity securities
45
Item 6.
[Reserved]
46
Item 7.
Management's discussion and analysis of financial condition and results of operations
47
Item 7A.
Quantitative and qualitative disclosures about market risk
63
Item 8.
Financial statements and supplementary data
64
Item 9.
Changes in and disagreements with accountants on accounting and financial disclosure
93
Item 9A.
Controls and procedures
93
Item 9B.
Other information
94
Item 9C.
Disclosure regarding foreign jurisdictions that prevent inspections
94
Part III
Item 10.
Directors, executive officers and corporate governance
95
Item 11.
Executive compensation
95
Item 12.
Security ownership of certain beneficial owners and management and related stockholder
matters
95
Item 13.
Certain relationships and related transactions, and director independence
95
Item 14.
Principal accountant fees and services
95
Part IV
Item 15.
Exhibits and financial statement schedules
96
Item 16.
Form 10-K summary
98
Signatures
2
Note about forward-looking statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which statements involve substantial assumptions, risk and uncertainties. Forward-looking
statements can be identified by the fact that they do not relate strictly to historical or current facts and are often
characterized by the use of words such as “believe,” “estimate,” “expect,” “may,” “will,” “can,” “could,” “would,” “might,”
“continue,” “intend,” “plan,” “forecast,” “strategy,” “projection,” “goal,” “trends,” “project,” “target,” “anticipate,” “potential,”
or similar expressions, or by discussions of strategy, plans or intentions. Such forward-looking statements involve known
and unknown risks, uncertainties, assumptions and other important factors that could cause our actual results, outcomes,
performance or achievements, or industry results, to differ materially from historical or future results, outcomes,
performance or achievements expressed, suggested or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, statements about:
•
general economic uncertainty in global markets and a worsening of global economic conditions or low levels of
economic growth, including inflation, tariffs and related retaliatory actions and other trade protection measures, stress
in the banking industry, foreign exchange fluctuations and supply-chain issues;
•
the effect of general economic and political conditions;
•
our financial performance, including revenue, cost and expenses and cash flows;
•
our ability to attract, retain and recover users and maintain and grow their level of engagement;
•
our ability to provide content that is useful and relevant to users’ personal taste and interests;
•
our ability to develop successful new products or improve existing ones;
•
our ability to maintain and enhance our brand and reputation;
•
potential harm caused by compromises in security, including our cybersecurity protections and resources and costs
required to prevent, detect and remediate potential security breaches;
•
potential harm caused by changes in online application stores or internet search engines’ methodologies, particularly
search engine optimization methodologies and policies;
•
discontinuation, disruptions or outages in third-party single sign-on access;
•
our ability to compete effectively in our industry;
•
our ability to scale our business, including our monetization efforts;
•
our ability to attract and retain advertisers and scale our revenue model;
•
our ability to attract and retain creators and publishers that create relevant and engaging content;
•
our ability to develop effective products and tools for advertisers, including measurement tools;
•
our ability to expand and monetize our platform internationally;
•
our ability to effectively manage the growth of our business;
•
our ability to continue to use and develop artificial intelligence (“AI”) as well as managing the challenges and risks posed
by AI;
•
our ability to successfully manage our flexible work model with a more distributed workforce;
•
our ability to sustain profitability;
•
decisions that reduce short-term revenue or profitability or do not produce the long-term benefits we expect;
•
fluctuations in our operating results;
•
our ability to raise additional capital on favorable terms or at all;
3
•
our ability to realize anticipated benefits from mergers and acquisitions, joint ventures, strategic partnerships and
other investments;
•
our ability to protect our intellectual property;
•
our ability to receive, process, store, use and share data, and compliance with laws and regulations related to data
privacy and content;
•
current or potential litigation and regulatory actions involving us;
•
our ability to comply with modified or new laws and regulations applying to our business, and potential harm to our
business as a result of those laws and regulations;
•
real or perceived inaccuracies in metrics related to our business;
•
disruption of, degradation in or interference with our use of Amazon Web Services ("AWS") and our infrastructure;
•
our ability to implement our restructuring plan effectively; and
•
our ability to attract and retain personnel.
These statements are based on our historical performance and on our current plans, estimates and projections in light of
information currently available to us, and therefore you should not place undue reliance on them. The inclusion of this
forward-looking information should not be regarded as a representation by us or any other person that the future plans,
estimates or expectations contemplated by us will be achieved. Forward-looking statements made in this Annual Report
on Form 10-K speak only as of the date on which such statements are made, and we undertake no obligation to update
them in light of new information or future events, except as required by law.
You should carefully consider the above factors, as well as the factors discussed elsewhere in this Annual Report on Form
10-K. The factors identified above should not be construed as an exhaustive list of factors that could affect our future
results and should be read in conjunction with the other cautionary statements that are included in this Annual Report.
Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how
they may affect us. If any of these trends, risks or uncertainties actually occurs or continues, our business, revenue and
financial results could be harmed, the trading price of our Class A common stock could decline and you could lose all or part
of your investment.
Unless expressly indicated or the context requires otherwise, the terms "Pinterest," "company," "we," "us," and "our" in
this document refer to Pinterest, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries. The
term "Pinterest" may also refer to our products, regardless of the manner in which they are accessed. For references to
accessing Pinterest on the "web" or via a "website," such terms refer to accessing Pinterest on personal computers. For
references to accessing Pinterest on "mobile," such term refers to accessing Pinterest via a mobile application or via a
mobile-optimized version of our website such as m.pinterest.com, whether on a mobile phone or tablet.
Summary of risk factors
The following summarizes the principal factors that make an investment in our company speculative or risky, all of which
are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk
Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business. The
following factors could result in harm to our business, reputation, revenue, financial results, and prospects, among
other impacts:
Business Strategy and Growth.
Our strategic decisions and efforts to expand the business, including:
•
our ability to scale our business for future growth;
•
our ability to attract, grow, retain, recover, and engage our user base;
•
our dependence on advertising for substantially all of our revenue;
•
providing content that is useful and relevant to users’ personal taste and interests;
•
decisions consistent with our mission and values that may reduce our short- or medium-term operating results;
•
our ability to successfully execute or achieve the expected benefits of our restructuring plan;
Note about forward-looking statements
4
•
removing objectionable content or blocking objectionable practices by advertisers or third parties;
•
our ability to compete effectively for users, creators, publishers or advertisers;
•
our ability to develop effective products and tools for advertisers;
•
our further expansion and monetization of our platform internationally;
•
effective management of our business growth;
•
our acquisition of other businesses;
•
our development of or investment in successful new products or improvements to existing one;
•
our dependence on and ability to maintain and enhance a strong brand and reputation; and
•
our ability to effectively develop and use of AI and machine learning technologies in our products and services.
Data, Security and Privacy
.
•
actual or perceived compromises in our security;
•
the data, including personal information, we receive, process, store, use, and share, which subjects us to complex and
evolving governmental regulation and other legal obligations related to data privacy, data protection and other matters;
and
•
the development of tools to accurately measure the effectiveness of advertisements on our platform and thereby
attract and maintain advertisers.
Operation of Our Business.
The manner in which we operate our business, including:
•
our ability to maintain and scale our technology infrastructure, including the speed and availability of our service; and
•
the attraction, retention, and loss of our key personnel and other highly qualified personnel.
Third-Party Reliance.
Our use and dependence on third-party businesses and products, or the impacts of third-party
business and products, including:
•
our dependence on online application stores and internet search engines, including their methodologies, policies, and
results, to direct traffic and refer new users to our service;
•
users’ ability to authenticate with our service through third-party login providers;
•
our dependence on AWS for the vast majority of our compute, storage, data transfer, and other services;
•
effectively operating with mobile operating systems, web browsers, networks, regulations, and standards, which we do
not control, and changes in our products or to those mobile operating systems, web browsers, networks, regulations or
standards;
•
our reliance on software, technologies, and related services from other parties; and
•
technologies that can block the display of our ads.
Legal and Regulatory Matters.
The legal and regulatory frameworks, actions, and requirements to which our business,
products, services, and operations are subject, including:
•
any liability as a result of content or information that is published or made available on our service;
•
government action to restrict access to our service or certain of our products in their countries;
•
our involvement in any legal disputes or other disputes that are expensive to support and may be resolved adversely;
•
an ability to protect our intellectual property and our use of “open source” software; and
•
the interpretation and application of U.S. and non-U.S. tax legislation or other changes in U.S. or non-U.S. taxation of our
operations.
Financial Statements and Performance.
The preparation of our financial statements and our financial and operating
performance, including:
Note about forward-looking statements
5
•
our previously incurred operating losses, anticipated increases to operating costs and expenses and our ability to obtain
or maintain profitability;
•
fluctuations in our operating results from quarter to quarter;
•
the inherent challenges of measurements related to user metrics and other estimates;
•
our ability to obtain additional financing, if needed and any default on our credit obligations;
•
greater than anticipated tax liabilities;
•
limitations in our ability to use or benefit from our net operating loss carryforwards and certain other tax attributes;
•
adverse global economic and financial conditions; and
•
the possibility we will not fully consummate our stock repurchase program.
Our Common Stock.
The rights, restrictions, and structure of, and actions that we may take that impact, our common
stock, including:
•
the dual class structure of our common stock and its potential impact on the market price of our Class A common stock;
•
trading price volatility of our Class A common stock;
•
future offerings of debt or equity securities by us or existing stockholders that could adversely impact the market price
of our Class A common stock;
•
additional stock issuances, including in connection with settlement of equity awards, and any resulting dilution;
•
provisions under Delaware law and our governing documents that could make a merger, tender offer, or proxy
contest difficult; and
•
our certificate of incorporation’s designation of a state or federal court located within Delaware as the exclusive forum
for substantially all disputes between us and our stockholders.
Note about forward-looking statements
6
Limitations of key metrics and other data
The numbers for our key metrics, which include our monthly active users ("MAUs") and average revenue per user
("ARPU"), are calculated using internal company data based on the activity of user accounts. We define an MAU as an
authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one
of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of
measurement. The number of MAUs does not include Shuffles users unless they would otherwise qualify as MAUs. Unless
otherwise indicated, we present MAUs based on the number of MAUs measured on the last day of the current period. We
measure monetization of our platform through our ARPU metric. We define ARPU as our total revenue in a given
geography during a period divided by the average of the number of MAUs in that geography during the period. We
calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and
the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the
geography in which revenue-generating activities occur. We use these metrics to assess the growth and health of the
overall business and believe that MAUs and ARPU best reflect our ability to attract, retain, engage and monetize our users,
and thereby drive revenue. While these numbers are based on what we believe to be reasonable estimates of our user base
for the applicable period of measurement, there are inherent challenges in measuring usage of our products across large
online and mobile populations around the world. In addition, we are continually seeking to improve our estimates of our
user base, and such estimates may change due to improvements or changes in technology or our methodology.
7
Part I
Item 1. Business
Overview
Pinterest is an AI-powered visual search and discovery platform, positioned at the intersection of search, social, and
commerce. We offer a unique and differentiated experience that enables people to go from inspiration to action all on one
consumer internet property. Pinterest can be accessed through our mobile application or the web.
People use Pinterest to find useful, relevant ideas—and then bring them to life. People don’t always have the words to
describe what they’re looking for, but often know it when they see it. As they browse Pinterest content (called “Pins”), they
fine-tune their tastes and find the perfect idea. Users interact with the platform in dynamic multi-session journeys to find
inspiration, curate their latest look, plan their next project and shop from great brands. This happens at a massive scale,
with billions of searches and saves per month, with the vast majority of queries being visual.
The unique, first party, intent-based signal we receive from user actions on Pinterest helps power the AI based
recommendation systems that we use to surface relevant and engaging content to our users.
AI also plays a central role in how we drive value for our advertisers, who come to Pinterest to reach our users with high
commercial intent. The inspiration-to-action journey on Pinterest aligns with the advertiser marketing funnel, allowing us
to help brands reach customers at every stage, from discovery to purchase, through digital ads.
We believe users and advertisers intentionally choose Pinterest because of our efforts to create a positive and more brand
safe environment. As a result, we make deliberate decisions through our policies and product development and aim to
deliver on that experience, creating value for advertisers who can showcase their product and services in an inspiring and
positive environment.
Our Users and Our Platform
619 million monthly active users from around the world come to Pinterest to find new ideas, curate and refine their tastes,
and turn those ideas into reality. Our platform particularly resonates with women, who comprise roughly two-thirds of our
total user base. In addition, our platform also resonates with the younger generation, as Gen Z users represent over 50% of
our user base. Geographically, we have a diverse user set, representing over 100 countries globally.
Content on Pinterest comes from a variety of sources, including retailers, brands, creators, publishers and users. We
acquire that content via a wide range of methods including product catalog uploads, direct publishing, and user curation.
Content formats include images that allow you to click into an idea to learn more, videos that provide the steps of an idea,
collages that allow users to piece together different images into one, and products that brands and merchants upload from
catalogs.
On Pinterest, users interact with several surfaces, each of which offers distinct functionalities and experiences. Users
often move between these surfaces various times in a single session and across multiple sessions. Saving content and
creating boards and collages are highly unique and beneficial to our ecosystem. This curation activity generates signals
across a network of many billions of associations between Pins, searches, boards, products and users on our platform.
Together, these connections comprise our valuable Taste Graph and help us serve users even more relevant content
recommendations.
Home Feed: When users open the Pinterest mobile application or navigate to www.pinterest.com, they are by
default in their Home Feed, where they can discover Pins relevant to their tastes and interests in a scrolling
format. As users interact with more content - through searching, saving and curating - their Home Feed is
designed to become even more representative of their interests.
Search Page: On the Search surface, users find Pins they are looking for by typing a query in the search bar. The
search functionality allows users to see many relevant possibilities that are personalized for their individual taste
8
and interests. Users often come to Pinterest with a vague idea of what they’re looking for and use our visual
search functionality to narrow their focus. As such, over 90% of our searches are unbranded.
Related Pins: Visual discovery on Pinterest also happens when a user taps on a Pin to learn more about an idea or
image, and a feed of visually similar Pins is served beneath the tapped image. These related Pins help users
springboard off a point of inspiration to explore deeper into an interest or narrow in on the perfect product. Our
related pins surface is powered by our recommendation models that use computer vision designed to identify
products in the Pin and show other relevant organic or ads content that the user might find valuable to their
inspiration to action journey.
Boards: Users save and organize Pins onto virtual “boards.” Boards often are labeled with topical categories like
“Hawaiian vacation,” “spring outfits” or “living room furniture” and are a collection of Pins that help users organize
the vast amount of visual content that they interact with on the platform.
How we monetize the inspiration to action journey:
Our Flywheel
Our users often come to the platform to get inspiration for many of life’s moments, which can lead to discovering new
products and brands. As a result, commercial content from brands, retailers and advertisers is central to Pinterest. We
believe that in-market consumers on Pinterest tend to be early in their journey toward a purchase decision and do not yet
know exactly what they want to purchase. Accordingly, we believe that they are open to discovering new products and
brands on Pinterest rather than merely navigating to brands they already know, as is common on traditional search
engines and e-commerce platforms. This creates a unique flywheel where relevant ads can not only enhance the user
experience but also drive more value for advertisers in the form of increased views, clicks and conversions.
Our Advertising System
Ad Formats
We have a number of advertising products to help advertisers meet users across the full funnel, from upper funnel brand
advertising to lower funnel performance advertising. Many of our ad formats can be leveraged by advertisers across upper
and lower funnel objectives. Additionally, many of these formats are enabled with mobile deep links and/or direct link
capabilities for a seamless, one-click handoff from an ad to the advertiser’s mobile app or webpage, and increasingly, in-app
purchase experiences.
•
Standard ad: A static image used to showcase content in a simple vertical image format.
•
Video ad: Used by advertisers to capture attention and tell a story with a visually engaging format.
•
Shopping ad: Used by advertisers who wish to promote specific products in their catalogs to reach users who are
deciding what to buy.
•
Carousel ad: Multiple static images or videos in one carousel, used by advertisers to showcase more than one image or
video at a time.
•
Collection ad: Used by advertisers to display products in action with a hybrid format that mixes lifestyle imagery and
video with featured products.
•
Interactive ad: Used by advertisers to engage with their users through interactive formats.
•
Premier Spotlight ad: Used by advertisers to showcase their latest product launch or seasonal moments with exclusive
placements on the Pinterest Home Feed and search page.
•
Idea ad: Used by advertisers to tell a story that inspires their audience and encourages action.
Part I
9
Ad Auction
The vast majority of our advertisers buy ads through an auction-based system. Our ad auction allows us to serve ads to
users at relevant moments while optimizing business outcomes for advertisers.
We offer ads across both the upper and lower funnel. Upper funnel “brand” revenue is billed when an advertiser optimizes
an ad campaign around “brand” objectives like impressions ("CPM") or video views ("CPV"). Lower funnel revenue is billed
when an advertiser optimizes an ad campaign around “performance” objectives like clicks ("CPC"), actions (“CPA”) or
conversion events ("oCPM"), such as a checkout or add-to-cart.
Our auction system selects the best ad for each available ad impression, based on the likelihood of a desired action
occurring and how much that action is worth to advertisers. The likelihood of the action occurring depends on a variety of
factors, such as ad relevance and creative quality.
Campaign Management
For most campaigns, advertisers can manage set up, track results and improve performance over time through our Ads
Manager or the Pinterest API. To help maximize performance, advertisers can target specific groups of users based on
interests, demographics and search keywords. We continue to invest in our AI-enabled campaign solution, Pinterest
Performance+, which streamlines setup and drives performance through automated features such as targeting, bidding
and creative optimization.
Measurement
Measuring the effectiveness of digital ad spend is a high priority for our advertisers. Our first-party measurement
solutions, including our Conversions API and clean rooms, are designed to help advertisers recognize the value of an
investment on our platform across a variety of objectives. We also have tools to help advertisers understand our
contribution and drivers to conversion, and incremental impact. Advertisers can leverage our leading third-party
measurement partners to validate Pinterest’s performance individually and across channels. Additionally, our Conversions
API is integrated with other third-party partners to help increase adoption of our measurement tools.
Sales and Marketing
Our go-to-market approach
The Pinterest platform enables a diverse group of advertisers to achieve a wide range of objectives, from building
awareness to driving consideration and delivering conversions. We have advertisers across multiple verticals including
retail, consumer packaged goods, financial services, technology and entertainment, travel and auto. We serve these
advertisers in customized ways depending on their size, sophistication and objectives across the full funnel. The majority of
our advertisers utilize our Ads Manager platform to initiate and manage their campaigns. We also have a global sales force
presence who work directly with advertisers and ad agencies to provide additional support through the campaign
management cycle. In some geographies, we work with other third parties to support our sales efforts.
Marketing
We grow our global user base organically through the strength of our global brand, the utility of our service and unpaid
traffic from search engines. In addition, we use paid marketing to grow and retain our user base, build brand awareness and
attract advertisers through business marketing and scaled education tools for optimizing campaigns on our platform.
Our technology innovation
We believe we have one of the largest image-rich data sets ever assembled. Using our proprietary AI technology and
computer vision, we can leverage our data sets to analyze trends, understand intent and predict consumer behavior at a
massive scale to help serve personalized and relevant recommendations for users and improved ads delivery for our
Part I
10
customers. We aim to continue innovating on our industry-leading work across AI to deepen our foothold in visual search
and discovery.
Our competition
We primarily compete with consumer internet companies that are either tools (search, ecommerce) or media (newsfeeds,
video, social networks), particularly ones focused on advertising. Competitors such as Amazon, Meta (including Facebook,
Instagram, Threads and MetaAI), Google (including Gemini, Lens and YouTube), OpenAI (including ChatGPT), Snap, Reddit,
TikTok and X, many of which are larger and have significantly greater financial and human resources, offer users engaging
content and commerce opportunities through similar technology or products to ours. We remain focused on emerging
competition as well.
We face competition across almost every aspect of our business. We compete to attract, engage and retain users and their
time and attention. We also compete with other platforms to attract, retain and grow our base of creators and publishers.
We also compete for advertisers and advertising revenue across a variety of formats and goals, which depends on our
ability to deliver compelling returns on investment. Finally, we compete to attract and retain highly talented individuals,
particularly people with expertise in computer vision, AI and machine learning.
Intellectual property
Our success is tied in part to our ability to protect our intellectual property and key technological innovations. We rely on a
combination of federal, state and common-law rights in the United States and rights under the laws of other countries, as
well as contractual restrictions, to protect our intellectual property and other proprietary rights. We rely on a combination
of patents, copyrights, trademarks, trade secrets, domain names and other intellectual property rights to help protect our
brand and proprietary technologies. In addition, we generally enter into confidentiality and invention assignment
agreements with our employees and contractors, and confidentiality agreements with other third parties, in order to limit
access to, and disclosure and use of, our confidential information and proprietary technology and to preserve our rights
thereto.
As of December 31, 2025, we had approximately 400 issued patents and pending patent applications in the United States
and foreign countries relating to aspects of our actual or contemplated operations and technologies. We also had over 660
registered trademarks and trademark applications in the United States and foreign countries, including our “Pinterest”
name and related logos.
We are also dependent on third-party content, technology and intellectual property in connection with our business.
We are presently involved in intellectual property litigation and expect to continue to face allegations from third parties,
including our competitors and “non-practicing entities,” that we have infringed or otherwise violated their intellectual
property rights.
For additional information on risks relating to intellectual property, please see the sections titled “Risk Factors” and “—
Legal Proceedings.”
Government regulation
We are subject to many U.S. federal and state and foreign laws and regulations that involve matters central to our
business, including laws and regulations that involve data privacy and data protection, intellectual property (including
copyright and patent laws), content moderation, teen safety, rights of publicity, AI, advertising, marketing, health and
safety, competition, protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering and
corruption, economic or other trade prohibitions or sanctions or securities law compliance. Our business may also be
affected by the adoption of any new or existing laws or regulations or changes in laws or regulations that adversely affect
the growth, popularity or use of the internet, or that significantly restrict or impose conditions on our ability to collect,
store, augment, analyze, use and share data or increase consumer notice or consent requirements before a company can
utilize cookies or other tracking technologies or that increase the liability of content platforms like us. Many relevant laws
and regulations are still evolving and may be interpreted, applied, created or amended in a manner that could harm our
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business, and new laws and regulations may be enacted, including in connection with the restriction or prohibition of
certain content or business activities.
We rely on a variety of statutory and common-law frameworks and defenses relevant to the content available on our
service, including the Digital Millennium Copyright Act (“DMCA”), the Communications Decency Act (“CDA”) and the fair-
use doctrine in the United States, and the Digital Services Act (“DSA” ) and EU Directive on Copyright in the Digital Single
Market ("EU Copyright Directive") in the European Union. Additional new and pending legislation in the U.S. and around
the world may impose additional obligations or risk on us associated with content uploaded by users to our platform.
We receive, process, store, use and share data, some of which contains personal information. We are therefore subject to
U.S. federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use,
processing, disclosure and protection of personal information and other data from users, employees or business partners,
including the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act, as amended by the
California Privacy Rights Act (“CCPA”), the Florida Digital Bill of Rights, and other similar state laws that have taken effect
or may take effect in 2026. These laws expand the rights of individuals to control how their personal data is processed,
collected, used and shared, create new regulatory and operational requirements for processing personal data, increase
requirements for security and confidentiality and provide for significant penalties for non-compliance, in some cases
including a private right of action. There are also a number of legislative proposals recently enacted or pending concerning
content moderation, safety, transparency, and access, as well as data protection that could affect us. These and other laws
and regulations that may be enacted, or new interpretation of existing laws and regulations, may require us to modify our
data processing practices and policies and to incur substantial costs in order to comply.
Government authorities outside the United States may also seek to restrict access to or block our service, prohibit or block
the hosting of certain content available through our service or impose other restrictions that may affect the accessibility or
usability of our service in that country for a period of time or even indefinitely. For example, access to our service has been
or is currently restricted in whole or in part in certain countries. In addition, some countries have enacted laws that allow
websites to be blocked for hosting certain types of content or may require websites to remove certain restricted content.
For additional information, see the sections titled “Risk Factors” and “—Legal Proceedings.”
Seasonality
We have historically experienced seasonality in monthly active user growth, monetization on our platform and free cash
flow. Historically, we have had lower sequential user growth in the second quarter. Industry advertising spend tends to be
strongest in the fourth quarter resulting in higher revenue in the fourth quarter, and free cash flow is historically higher in
the first quarter as we collect on the fourth quarter's higher revenue. We expect this seasonality to continue.
Talent management and development
In order to fulfill our mission of bringing everyone the inspiration to create a life they love, we strive to attract and retain
top talent. To attract and retain great talent, we strive to create opportunities for our employees to grow and develop in
their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that
build connections between our employees and their communities. As of December 31, 2025, we had 5,265 full-time
employees.
Inclusion and belonging
We strive to create an inclusive workplace where employees are encouraged and empowered to bring their whole,
authentic selves to work every day. We seek for and respect a wide range of experiences and perspectives across our
Board of Directors, leadership and employee base, which we believe helps us create a more inclusive and global product.
Employee health, safety and benefits
The success of our business is fundamentally tied to the well-being of our people. We are committed to the health, safety
and wellness of our employees. We provide our employees and their families with access to a variety of flexible and
convenient health and wellness programs that support their physical and mental health by providing tools and resources to
help them improve or maintain their health. We also have a flexible work model that provides employees in roles that can
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be performed from anywhere the autonomy to live and work flexibly within their country or region, while prioritizing
intentional in-person collaboration at our offices.
We provide robust compensation and benefits programs to help meet the needs of our employees and their families. In
addition to salaries, these programs (which vary by country/region) include equity awards, sales incentive programs for
eligible employees, a 401(k) Plan with Company matching, healthcare and insurance benefits, health savings and flexible
spending accounts, flexible paid time off, family leave and family care support, flexible work schedules, employee
assistance programs and charitable donation matching, among many others. We regularly review and update our
compensation and benefits programs as needed to remain competitive with market compensation. Because every family is
unique, we offer additional benefits to parents and caregivers with newborns in neonatal intensive care, adoptive parents
and people experiencing miscarriage, and also offer fertility benefits globally. To promote financial wellbeing, we offer
money management education, financial planning and investment services. To promote emotional wellbeing, we offer free
access to mental health and wellbeing tools like Lyra and Calm.
Learning and development
We help our employees create a career that is inspiring, impactful and ultimately time well spent. We have programs for
open and ongoing conversation towards career growth goals both long term and short term. We also have workshops
dedicated to learning new skills and developing an employee’s career. We set aside a dedicated personal learning and
development budget for every employee.
Corporate information
Our principal executive offices are located at 651 Brannan Street, San Francisco, California 94107, and our telephone
number is (415) 762-7100. Our Class A common stock is listed on the New York Stock Exchange under the symbol “PINS.”
Available information
Our website is located at www.pinterest.com, and our investor relations website is located at http://
investor.pinterestinc.com/. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, are available, free of charge, on our investor relations website as soon as reasonably practicable after we file
such material electronically with or furnish it to the Securities and Exchange Commission, or the SEC. The SEC also
maintains a website that contains our SEC filings. The address of the site is www.sec.gov. We use our http://
investor.pinterestinc.com/ and www.pinterest.com websites as a means of disclosing material nonpublic information and
for complying with our disclosure obligations under Regulation FD of the Exchange Act.
The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in
any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual
references only.
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Item 1A. Risk factors
Investing in our Class A common stock involves a high degree of risk. In addition to the other information set forth in this Annual
Report, you should carefully consider the risks and uncertainties described below, together with all of the other information in this
Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our consolidated financial statements and related notes, before making an investment decision with
respect to our Class A common stock. Some of the factors, events, and contingencies discussed below may have occurred in the past,
but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past,
and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us
in the future. The occurrence of any of the following risks and uncertainties could in circumstances we may or may not be able to
accurately predict, materially and adversely affect our business and operations, growth, prospects, reputation, revenue, financial
results, financial condition, cash flows, liquidity and stock price. It is not possible to predict or identify all such risks and
uncertainties; our business could also be affected by risks and uncertainties that are not presently known to us or that we currently
believe are immaterial. Therefore, you should not consider the following risks to be a complete statement of all the potential risks or
uncertainties that we face.
Risks Related to Our Business Strategy and Growth
We generate substantially all of our revenue from advertising. The failure to attract new advertisers, the loss of advertisers or a
reduction in how much they spend could harm our business, revenue and financial results.
Substantially all of our revenue is generated from third-party advertising. However, we may not be able to continue to
grow and scale this revenue model. Our growth strategy depends on, among other things, attracting more advertisers
(including expanding our sales efforts to reach advertisers in international markets), retaining and scaling our business
with existing advertisers and expanding our advertising product offerings.
As is common in our industry, most of our advertisers do not have long-term advertising commitments with us. Many of
our advertisers spend a relatively small portion of their overall advertising budget with us. To increase the number of
advertisers and increase the portion of the advertising budget that our existing advertisers spend with us, we must invest
in new tools and technology and/or expand our sales force, and there can be no assurance that those efforts will be
successful. The insights on user behavior we provide to advertisers may not yield effective results for the advertisers and
as a result, they may reduce or stop their spend on our platform. In addition, unless we improve existing and develop new
measurement tools that better showcase our platform’s effectiveness, some advertisers may view our products or
platform as experimental and may devote less advertising spend on our platform. In addition, many advertisers do not have
advertising creative content in a format that would be successful on our platform and may be unable or unwilling to devote
the technical or financial resources required to develop content for our platform. Further, we may not always be able to
develop tools that effectively and efficiently meet the needs of advertisers. Advertisers will not do business with us if they
do not believe that advertisements on our platform are effective in meeting their campaign goals, if we cannot measure the
effectiveness of our advertising products or if they do not believe that their investment in advertising with us will generate
a competitive return relative to other alternatives.
A substantial portion of our revenue is derived from a small number of advertisers and is currently concentrated in certain
verticals, particularly retail and CPG. We either contract directly with advertisers or with advertising agencies on behalf of
advertisers, many of which are owned by large media corporations that exercise varying degrees of control over the
agencies. Our business, revenue and financial results could be harmed by the loss of, or a deterioration in our relationship
with, any of our largest advertisers or with any advertising agencies or the large media corporations that control them.
In addition, a portion of our revenue is derived from partnerships with third-party advertising platforms. We may be
unable to maintain these partnerships or identify and secure new partnerships on commercially reasonable terms. In
addition, we may be exposed to reputational and other risks arising from our business association with these partners.
Our advertising revenue could be harmed by many other factors, including, but not limited to:
•
decreases in the number of our MAUs or our MAU growth rate;
•
decreases in our users’ engagement with us and the ads on our platform;
•
changes in the price of advertisements;
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•
our inability to create new products that sustain or increase the value of our advertisements;
•
our inability to meet advertiser demand on our platform if we cannot increase the size and engagement of our user base;
• if our partnerships for third-party advertisement demand do not yield expected business impact;
•
our inability to find the right balance between brand and performance advertising and provide the right products and
platform to support the pricing and demand needed for each of the advertisers and their advertising objectives;
•
changes in user demographics that make us less attractive to advertisers;
•
our inability to make our ads more relevant and effective;
•
any decision to serve contextually relevant or less personalized advertisements;
•
the availability, accuracy and utility of our analytics and measurement solutions that demonstrate the value of our
advertisements, or our ability to further improve such tools;
•
changes to our data privacy practices (including those relating to protecting the security and integrity of our platform,
our use of AI, as well those resulting from changes to laws, regulations, legal decisions, or third-party policies) that affect
the type or manner of advertising that we are able to provide;
•
our inability to collect, process and share data which new or existing advertisers find useful;
•
competitive developments or advertiser perception of the value of our products;
•
product changes or advertising inventory management decisions we make that change the type, size or frequency of
advertisements on our platform;
•
reductions of advertising due to users that upload content or take other actions that are deemed to be hostile,
inappropriate, illicit, objectionable, illegal or otherwise not consistent with our advertisers’ brands;
•
the impact of invalid clicks or click fraud on our advertisements;
•
the failure of our advertising auction mechanism to target and price ads effectively;
•
decreases in user response rate to application notifications received from Pinterest, whether due to decreased user
appreciation for notifications generally or changes in the manner notifications are delivered by mobile operating
systems, which may decrease user engagement;
•
difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our
guidelines or experience challenges uploading and conforming their advertisements with our system requirements;
•
the macroeconomic conditions and the status of the advertising industry, such as fear of recession, inflation, the impact
of tariffs and related retaliatory actions and other trade protection measures, supply chain issues and inventory and
labor shortages, which could cause businesses to spend less on advertising and/or direct their advertising spend to
larger companies that offer more traditional and widely accepted advertising products;
•
restrictions placed on, or the relevance of, ads outside of the United States
;
•
adverse publicity, whether or not accurate, relating to us or to online platforms in general (including those relating to
data security and protection and AI), may tarnish our reputation and erode advertisers’ confidence in our platform;
•
laws that allow users to opt out of the use of personal data or restrict the use of personal data of teens, which may limit
or prohibit us and our customers from targeting advertising to users, including teens; and
•
the other risks and uncertainties described in this Annual Report on Form 10-K.
These and other factors could reduce the amount that advertisers spend on our platform, or cause advertisers to stop
advertising with us altogether.
Our ecosystem of users and advertisers depends on our ability to attract, retain and engage our user base. If we fail to add new
users or retain or recover users, or if users engage less with us, our business, revenue and financial results could be harmed.
If current and potential users do not perceive their experience with our platform to be useful, or the content that we serve
to them to be relevant to their personal taste and interests, we may not be able to attract new users, retain existing users,
recover past users or maintain or increase the frequency and duration of users' engagement. User engagement fluctuates
depending on factors beyond our control. For example, although we saw a higher number of users and higher user
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engagement during the peak of the COVID-19 pandemic in 2020, we experienced declines in the number of users and
lower levels of user engagement as the COVID-19 pandemic subsided.
We anticipate that our active user growth rate will decline over time if the size of our active user base increases or we
achieve higher market penetration rates. As a result, our financial performance will increasingly depend on our ability to
increase user engagement and our monetization efforts. Our platform particularly resonates with women, who comprise a
significant majority of our total user base. In addition, our platform also resonates with the younger generation, as Gen Z
users represent a large portion of our user base. We may not be able to further increase the number of users in these
demographics and may need to increase the number of users in other demographics, such as men and international users,
in order to grow our users. Further, we may make changes to our product that makes it less attractive for a particular
demographic.
There are many other factors that could negatively affect user growth, retention and engagement, including if:
•
our competitors mimic our products or product features or create more engaging platforms or products, including from
the implementation of AI, causing users to utilize their products instead of, or more frequently than, our products;
•
we do not provide a compelling user experience because of the decisions we make regarding our products or the type
and frequency of advertisements that we display;
•
our platform's brand is less, or no longer, relevant to users;
•
our content is not relevant to users’ personal taste and interests;
•
there is not a sufficient number of consumer products discoverable or actionable through our platform;
•
text, voice or visual search queries by users do not yield relevant results;
•
third parties do not permit or continue to permit their content to be displayed on our platform;
•
users have difficulty or are blocked from installing, updating or otherwise accessing our platform on mobile devices or
web browsers;
•
there are changes in the amount of time users spend across all applications and platforms, including ours;
•
users use or spend more time on other platforms that they feel are more relevant or engaging in lieu of our platform;
•
we are unable to attract creators or publishers to create engaging and relevant content on our platform;
•
there is decreased engagement with our products, decreased efficiency of our advertising products, or failure to accept
our terms of service as part of changes that we have implemented or may implement in the future, whether required or
voluntarily, in connection with, for example, the GDPR, the Digital Services Act ("DSA"), the CCPA, and other
international and U.S. federal and state privacy, youth and social media laws, among others;
•
technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our
service in a fast and reliable manner;
•
we are unable to successfully educate users how to utilize new products and product features that we introduce, such as
voice, video and shopping features;
•
users are located in countries with low smartphone penetration or with lack of cellular based data network since our
products typically require high bandwidth data capabilities;
•
changes in regulations or our contractual arrangements that adversely impact our access to, and use of, zero-rating
offers or other discounts or data usage for our platform;
•
we are unable to address user and advertiser concerns regarding the content, privacy and security of our platform;
•
we are unable to combat spam, harassment, cyberbullying, discriminatory, political or other harmful, hostile,
inappropriate, misleading, abusive, offensive, or illegal content or usage on our products or services;
•
users adopt new technologies that block our products or services or where our products or services may be displaced in
favor of other products or services, or may not be featured or otherwise available;
•
third-party initiatives that may enable greater use of our platform, including low-cost or discounted data plans,
are discontinued;
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•
merchants on Pinterest do not provide users with positive shopping experiences, for example, if products are not of the
quality depicted on the platform or not readily available for purchase;
•
there are macro level conditions that are beyond our control; or
•
the other risks and uncertainties described in this Annual Report on Form 10-K occur.
Our ability to serve advertisements on our platform, and therefore the value proposition for our advertisers, depends on
the size and engagement of our user base. Our growth efforts are not currently focused on increasing the number of daily
active users, and we do not anticipate that most of our users will become daily active users. Therefore, even if we are able
to increase demand for our advertising products, we may not be able to deliver those advertisements if we cannot also
increase the size and engagement of our user base, which could harm our business, revenue and financial results.
Any decrease in user growth, retention or engagement could render our platform less attractive to users or advertisers.
If we are not able to continue to provide content that is useful and relevant to users’ personal taste and interests or fail to take
appropriate action on objectionable content or block objectionable practices by advertisers or third parties, user growth,
retention or engagement could decline, which could result in the loss of advertisers and revenue.
Our success depends on our ability to provide users with content, including advertisements and shopping content, that is
useful and relevant to their personal taste and interests, which in turn, depends on the content contributed by our users,
creators, publishers, advertisers, merchants and other third-party partners and the manner in which we present that
content to users. We may not be able to effectively compete for content on our platform, may not be able to effectively
partner with third-party content publishers or may get content that is not relevant, useful or inspiring to our users.
The size of our user base and their level of engagement are critical to our success. If our platform is not perceived to be
high-quality, relevant, reliable, trustworthy, or innovative, we may not be able to attract or retain users or otherwise
maintain or increase the frequency and duration of their engagement.
Users engage with content that is relevant to their country, language and gender preferences as well as their personal
interests and intent. We may not always correctly or timely identify and serve content that is useful and relevant to users.
In addition, new content and new or different forms of content we distribute may not have as much relevance for optimal
distribution of the Pins as prior content and forms of content that have been saved repeatedly on our platform, which may
result in lower user engagement with such content. Content that is not visually pleasing, is not intuitive or easy to use or is
not in the desired language may not be engaging for users, especially in non-U.S. markets. If users do not believe that we
offer content that is useful and relevant to their personal taste and interests, user growth, retention or engagement may
decline, which could result in the loss of advertisers and revenue.
Some of the actions that we may take to make our platform more positive and inspiring and make our content more useful
and relevant may reduce traffic that we drive from our platform to the websites of third parties, which may reduce their
willingness to contribute or continue availability of their content on our platform. We endeavor to keep divisive, disturbing
or unsafe content off our platform by deactivating or limiting the distribution of certain types of content, even if this
content would be permitted on other platforms, which could result in a decrease in user growth, retention or engagement.
We apply significant judgment in making these determinations and may be unsuccessful in our efforts to remove this
content in a manner that is (or is perceived to be) consistently applied and on a timely basis or at all, which could also result
in a decrease in user growth, retention or engagement. We are also subject to investor, political, legal or regulatory
scrutiny of the decisions we make regarding content we remove from our platform. Further, we may not be able to prevent
users from misusing the content they discover on our platform, or misusing the platform itself, which may harm our brand
and reputation and also deter users and advertisers from using our platform. If we fail to identify and remove from our
platform advertisers and merchants who offer poor quality goods or fail to deliver goods to their customers, we may lose
user confidence. In addition, controversies regarding content on other online platforms, such as the allegations of the
impact of social media or online platforms on the mental health of users, may impact user engagement and advertising
spending on our platform. Any of these factors could decrease our user growth, retention or engagement.
We regularly monitor how our advertising affects users’ experiences in our effort to avoid delivering too many
advertisements or irrelevant advertisements to users, and will, from time to time, change the number of advertisements or
eliminate certain types of advertisements to maintain users’ satisfaction in the service. Further, advertisements may be
placed near content that may not be relevant or inspiring which can deter advertisers from using our platform.
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From time to time, we make changes to our platform based on feedback provided by users or advertisers. These decisions
may not produce the short-term or long-term benefits that we expect, in which case user growth, retention and
engagement, our relationships with advertisers, and our business, revenue and financial results could be harmed.
If we are unable to collect, process and use data because of data privacy laws, regulations, and legal decisions, it could
impact our ability to effectively deliver relevant content. These laws, regulations, and legal decisions may also impact our
ability to expand advertising on our platform, as they may impede our ability to sell or deliver targeted advertising and
accurately measure our ad performance. Additionally, even if not prohibited by data privacy laws, regulations, and legal
decisions, we may elect not to collect certain types of data if we believe doing so would be inconsistent with our users’
expectations, if the source is unreliable or for any other reason. These and other decisions we make related to data privacy,
including with respect to the advertising performance measurement tools that we have developed and may develop in the
future, may fall short of our users’ expectations, and even if we satisfy their expectations, the increase in media attention
generally about online privacy and data protection may motivate users to take certain actions to protect their privacy. For
these and other reasons, our users may elect not to allow data sharing or use. This could impact our ability to deliver
relevant content aligned with users’ personal taste and interests. Additionally, the impact of these developments may
disproportionately affect our business in comparison to certain peers in the technology sector that, by virtue of the scope
and breadth of their operations or user base, have greater access to user data.
Since substantially all our revenue is generated from advertising, our inability to serve the volume of advertisements
desired by our advertisers may deter new or existing advertisers from using our platform.
We may be unable to compete effectively for users.
We face significant competition to attract, retain and engage users and for their time and attention. We compete with
consumer internet companies that are either tools (search, e-commerce, creator tools) or media (newsfeeds, video,
social networks).
We compete with large, established companies and companies that offer widely used products, such as Amazon, Meta
(including Facebook, Instagram, Threads and MetaAI), Google (including Gemini, Lens and YouTube), OpenAI (including
ChatGPT), Snap, Reddit, TikTok and X, which provide their users with a variety of online products, services, content
(including video), and other offerings, and advertising offerings, including web search engines, social networks and other
means of discovering, using or acquiring goods and services. Several of these competitors have longer operating histories,
significantly greater financial, infrastructure, technical, research, marketing and other resources and larger user bases than
we do. Several of these competitors also have access to larger volumes of data and platforms that are used on a more
frequent basis than ours, which may enable them to better understand their user base and develop and deliver more
relevant content.
Our competitors have previously and may continue to develop technology, products, services or interfaces that are similar
to our existing and future products quickly and at scale, or that achieve greater market acceptance than our products,
including by users, advertisers, creators, publishers and other third parties. We may face additional competition with the
introduction of new technologies and market entrants. For example, consumers may increasingly search for products using
chatbots, virtual assistants or other generative AI technologies powered by large language models. Some of our
competitors also operate existing products that have significant market power in certain market sectors and could use that
market power to advance their own products or services that compete with ours. For example, many of our competitors
have introduced shopping platforms and/or expanded their video- or voice-based and live shopping experiences. These
competitors may engage in more extensive research and development efforts and undertake more extensive marketing
campaigns, which may allow them to build larger, more engaged user bases than ours. Also, some of our existing or
potential competitors operate products or services from which we currently derive substantial value, such as search
engines and email, and those competitors could reduce or eliminate the value and information we receive.
We also face competition from smaller companies in one or more high-value verticals that offer users engaging content
and commerce opportunities through similar technology, products, features or services to ours. In addition, emerging
startups may be able to innovate and provide technology, products, services or features similar to ours or before us.
Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in user
preferences. Barriers to entry in our industry are low and may be further lowered by commercial AI tools, and our
intellectual property rights may not be sufficient to prevent competitors from launching comparable products or services.
In emerging international markets, where mobile devices often lack large storage capabilities, we may also compete with
other applications for the limited space available on a user’s mobile device.
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In addition to the above, we believe that our ability to compete for users depends upon many factors both within and
beyond our control, including:
•
the usefulness, novelty, performance and reliability of our platform compared to those of our competitors;
•
the timing and market acceptance of products, including the developments and enhancements to those products,
offered by us or our competitors;
•
our brand strength relative to our competitors; and
•
the other risks and uncertainties described in this Annual Report on Form 10-K.
We may be unable to compete effectively for advertisers.
We face significant competition for advertising revenue across a variety of formats. To compete effectively, we must
enable our advertisers to easily create content and buy, forecast, optimize and measure the performance of advertising on
our platform. In order to grow our revenue and improve our operating results, we must increase our share of advertising
spend relative to our competitors, many of which are larger companies that offer more traditional and widely accepted
advertising products, as well as more robust tools to measure the effectiveness of advertising campaigns.
Some of our larger competitors have substantially broader product or service offerings and leverage their relationships
based on other products or services to gain additional share of advertising spend. They have large distributed sales forces
and an increasing amount of control over mobile distribution channels. These competitors’ economies of scale allow them
to have access to larger volumes of data and platforms that are used on a more frequent basis than ours, which may enable
them to better understand their user base and develop and deliver more targeted advertising. They may not need to rely
on third-party data, including data provided by advertisers, in order to effectively target the campaigns of advertisers,
which could make their advertising products more attractive to advertisers than ours as third-party data becomes less
available to us, whether because of regulatory changes, privacy concerns or other reasons. If we are unable to provide our
advertisers with the ability to effectively target their advertising campaigns, or if our advertisers do not believe that our
value proposition is as compelling as those of our competitors, we may not be able to attract new advertisers or retain
existing ones.
We believe that our ability to compete for advertisers depends upon many factors both within and beyond our
control, including:
•
sales, marketing, customer service and support efforts;
•
first- and third-party data available to us relative to our competitors;
•
ease of use, performance, price and reliability of solutions developed either by us or our competitors;
•
the attractiveness and volume of our product and service offerings (including pricing and measurement tools) compared
to those of our competitors;
•
the strength of our advertiser relationships and offerings compared to those of our competitors;
•
the ease with which our advertising products fit into existing advertiser budgets compared to those of our competitors;
•
positions or actions taken by us, users, advertisers or other third parties that may impact our brand and reputation or
the desirability of advertising on online platforms in general; and
•
the other risks and uncertainties described in this Annual Report on Form 10-K.
We may not be able to develop effective products and tools for advertisers.
Growth in our advertising revenue depends on our ability to continue to develop and offer effective products and tools for
advertisers. New ad formats that take up more space on our platform may result in fewer impressions. As the advertising
market generates and develops new concepts and technologies, we have incurred, and may in the future incur, additional
costs to implement more effective products and tools. We may introduce changes to our existing ad products or develop
and introduce new and unproven ad products with which we have little or no prior experience. For example, as we execute
on our business strategy of transitioning to provide full funnel advertising solutions there is no guarantee that the lower
funnel performance advertising solutions that we have developed and that we may develop in the future will be attractive
to or effective for advertisers or that we will otherwise be successful in executing on this strategy. Each of these could
result in unintended outcomes or results that are not well received by advertisers. In addition, if new or enhanced ad
products fail to attract or retain advertisers, we may fail to generate sufficient revenue. Further, continuing to develop and
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improve these products and tools may require significant time and resources and additional investment. If we cannot
continue to develop and improve our advertising products and tools in a timely fashion, or if our advertising products and
tools are not well received by advertisers, our advertising revenue could be adversely affected.
If we do not develop successful new products or improve existing ones, our business may suffer. We may also invest in new
products that fail to attract or retain users or generate revenue.
Our ability to grow, retain and engage our user base and therefore increase our revenue depends on our ability to
successfully enhance our existing products and create new products, both independently and in conjunction with platform
developers or other third parties, and to do so quickly. We may introduce significant changes to our existing products or
develop and introduce new and unproven products with which we have little or no prior development or operating
experience. Our focus on innovation and experimentation could result in unintended outcomes or decisions that are poorly
received by users. If new or enhanced products fail to engage our users, we may fail to generate sufficient revenue,
operating margin or other value to justify our investments. We also may develop new products that may increase user
engagement and costs that may not increase revenue or that may not be fully integrated into the user experience.
Further, our products often require users to learn new behaviors that may not always be intuitive to them. To the extent
that new users are less willing to invest the time to learn to use our products, or if we are unable to make our products
easier to learn to use, our user growth, retention or engagement could be negatively affected.
We continue to develop our international growth strategy and may not succeed in further expanding and monetizing our
platform internationally and may be subject to increased international business and economic risks.
We continue to develop and evolve our international growth strategy and may adjust the way we expand our business
operations outside the United States. We may limit our expansion or decrease our operations in certain international
markets, including discontinuing advertising in those markets or not monetizing those markets at all. Alternatively, we may
enter new international markets and expand in existing markets where we have limited or no experience in deploying our
service or selling advertisements. In certain international jurisdictions, we rely on sales teams comprised of contractors,
over whom we have limited control compared to our employees. We may launch our advertising platform in countries
where we do not have sales staffing in place, where market perception of our service and ad platform may be low or where
our audience size in a given market may be low relative to advertiser expectations, all or any of which could limit our ability
to monetize those countries. In addition, as part of our growth and monetization strategy in markets outside the United
States, we are working to partner with local third-party sales organizations, which we refer to as resellers. However, there
is no guarantee that resellers will choose to work with us or be willing to invest the time and resources required to train
their staff to effectively sell our platform or that this strategy will be successful to increase average revenue per user in
these markets. Further, in order to expand successfully, we need to offer content and products that are customized and
relevant to local users and advertisers, which requires significant investment of time and resources.
We are subject to a variety of risks inherent in doing business internationally, and our exposure to these risks will increase
as we continue to expand our operations, user base and advertiser base globally. These risks include:
•
political, social and economic instability, including armed conflict or hostilities, such as the ongoing situations in Ukraine
and the Middle East;
•
selective or inconsistent government regulatory action or enforcement;
•
fluctuations in currency exchange rates and restrictions on currency conversions;
•
higher levels of credit risk and payment fraud;
•
enhanced difficulties of integrating any foreign acquisitions;
•
lower ARPU from users in developing economies;
•
reduced protection for intellectual property rights in some countries;
•
difficulties in staffing and managing global operations and the increased travel, infrastructure and legal and tax
compliance costs associated with multiple international locations and subsidiaries;
•
different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and
labor unions, and other challenges caused by distance, language and cultural differences, making it harder to do business
in certain international jurisdictions;
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•
increasing labor costs due to high wage inflation in certain international jurisdictions;
•
compliance with statutory requirements relating to our equity;
•
regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us
from freely moving cash;
•
import and export controls and restrictions and changes in trade regulations, including sanctions or increased or new
tariffs and related retaliatory actions or other trade protection measures;
•
compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other jurisdictions;
•
compliance with laws governing supply chains and related business operations;
•
compliance with environmental, social and governance (ESG) laws and with GDPR and similar data privacy and data
protection laws;
•
compliance with laws such as those relating to online safety, intermediary liability or content moderation (such as laws
restricting advertising to protect teens), or that might require us to provide user information, including confidential
information, to local authorities or add significant requirements that make it difficult to operate in that jurisdiction;
•
macroeconomic conditions, such as inflation and labor shortage which had an impact on the pace of our global
expansion;
•
compliance with multiple tax jurisdictions and management of tax impact of global operations; and
•
the other risks and uncertainties described in this Annual Report on Form 10-K.
If we are unable to execute our strategy on international growth and manage the complexity of global operations
successfully, our business, revenue and financial results could be harmed.
We may not be able to effectively manage the growth of our business.
Although we experienced rapid growth in our initial years, we have not seen the same level of rapid growth more recently
and cannot assure you that our business will grow at those same rates or at all.
The growth and expansion of our business and product offerings and the increase in full-time employees place significant
challenges on our management, operational and financial resources, including managing multiple relationships with users,
creators, publishers, advertisers, technology licensors and other third parties. If we continue to grow our operations or the
number of our third-party relationships, our technology systems, procedures or internal controls may not be adequate.
Advancements in technology such as AI and machine learning are changing the way people work by automating tasks,
enhancing communication, and improving decision-making processes, and our business may be harmed or we may face
competitive disadvantage if we are slow to adopt these new technologies. Further, we may not be able to continue to
develop or maintain a long-term growth strategy, execute the strategy effectively, or effectively manage the growth of our
business. For example, during times of challenging macroeconomic conditions, we make decisions from time to time to
save costs in certain ways that could adversely affect our business, operations, revenue and financial results.
We utilize a flexible work model and, as a result, a majority of our employees work remotely. Accordingly, we are required
to implement more complex organizational management strategies. We may also find it increasingly difficult to preserve
our workplace culture as we grow, particularly given our flexible work model, which could impact our ability to quickly
develop and launch new and innovative products and adequately oversee employees and business functions.
We make decisions consistent with our mission and values that may reduce our short- or medium-term operating results.
Our mission—to bring everyone the inspiration to create a life they love—and company values are integral to everything
we do. We frequently make decisions regarding our business and platform in accordance with our mission and values that
may reduce our short- or medium-term operating results if we believe those decisions will improve the experiences of
users, advertisers, content creators, employees or our community, and therefore benefit our business. For example, we
may choose to remove content that we have determined does not create an inspiring and positive experience for users or
revise our policies in ways that decrease user engagement. These decisions may not be consistent with the expectations of
third parties and subject us to investor, political, legal or regulatory scrutiny. Any longer-term benefits may not materialize
within the time frame we expect or at all.
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We may not successfully execute or achieve the expected benefits of our restructuring plan, which could adversely affect our
business.
During the first quarter of 2026, we initiated a global restructuring plan (the “Plan”) to support our transformation
initiatives of reallocating resources to AI-focused roles and teams that drive AI adoption and execution, prioritizing AI-
powered products and capabilities, and accelerating the transformation of our sales and go-to-market approach.
The Plan could adversely affect our business and results of operations due to any of the following: requiring costs, charges
and impacts to cash flows greater than anticipated; adversely affecting our internal programs and our ability to recruit and
retain skilled and motivated personnel; being distracting to employees and management; negatively impacting our
business operations and reputation with or ability to serve customers; not generating the intended benefits to the extent
or as quickly as anticipated; and not being able to exit or reduce office space as anticipated.
We may acquire other businesses, talent or technology, which could require significant management attention, disrupt our
business and dilute stockholder value.
As part of our business strategy, we have made and intend to make acquisitions to add specialized employees and
complementary companies, products or technologies. For example, in the fourth quarter of 2025, we announced entry into
a definitive agreement to acquire tvScientific, Inc. Our previous and future acquisitions may not achieve our goals, and we
may not realize benefits from acquisitions we make in the future. Any acquisitions, including the integration process will
require significant time and resources, and we may not be able to manage the process successfully. If we fail to successfully
integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business, revenue and
financial results of the combined company could be harmed. Our acquisition strategy may change over time and future
acquisitions we complete could be viewed negatively by users, advertisers, investors or other parties with whom we do
business. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact
of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of
acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of
which could affect our financial condition or the value of our securities. We would expect to finance any future acquisitions
through a combination of additional issuances of equity, corporate indebtedness, asset-backed acquisition financing or
cash from operations. The issuance of equity to finance any such acquisitions could result in dilution to our stockholders.
The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other
restrictions that would impede our ability to manage our operations. In the future, we may not be able to find other
suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. We may not
be able to successfully complete announced transactions on a timely basis or at all, and our acquisitions are subject to
scrutiny from regulators, which could block, delay or impose conditions (such as divestitures, ownership or operational
restrictions or other structural or behavioral remedies) on the completion of transactions or the integration of acquired
operations. Our acquisition strategy could require significant management attention, disrupt our business and harm our
business, revenue and financial results.
Our business depends on a strong brand and reputation, and if we are unable to maintain and enhance our brand and
reputation, our ability to expand our user and advertiser base could be impaired.
We believe that our brand, identity and reputation have significantly contributed to the success of our business. We also
believe that maintaining and enhancing the “Pinterest” brand and reputation is critical to retaining and growing our user,
creator, publisher and advertiser base. Maintaining and enhancing our brand and reputation depends largely on our
content moderation practices and our continued ability to provide high-quality, relevant, reliable, trustworthy and
innovative products, which may require substantial investment and may not be successful, as well as application of our
content moderation practices. From time to time, we introduce new products or updates to existing products that require
users to agree to new terms of service that users may not like, which may negatively affect our brand and reputation.
Additionally, advertisements or actions of our advertisers may affect our brand and reputation if users do not think the
advertisements help them accomplish their objectives, or view the advertisements as intrusive, annoying or misleading or
have poor experiences with our advertisers. In addition, our brand, identity and reputation may be adversely affected by
perceptions of online platforms in general, including perceptions resulting from factors unrelated to the company’s actions
or the content or actions of users, such as past boycotts of Facebook and X by some advertisers or allegations of the impact
of social media on the mental health of users.
Our brand and reputation could also be negatively affected by the content or actions of our users that are deemed to be
harmful or inappropriate to other users, by the actions of our users acting under false or inauthentic identities, by the use
of our products or services to disseminate information that is deemed to be misleading, or by the use of our platform for
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illicit, illegal or objectionable ends, any of which could be facilitated or augmented by the use of AI technologies, including
generative AI. We also may fail to respond expeditiously to the sharing of illegal, illicit or objectionable content on our
platform or objectionable practices by advertisers, or to otherwise address user or advertiser concerns, which could erode
confidence in our brand and damage our reputation. We expect that our ability to enforce our policies against this content
in a consistently applied manner and on a timely basis or at all may decrease as the number of users grows, as the amount
of content on the platform increases or as we expand our product and service offerings. Any governmental or regulatory
inquiry, investigation or action, including based on the appearance of illegal, illicit or objectionable content on our
platform, our business practices, or failure to comply with laws and regulations, including as a result of changes in
government administration and policy positions, could damage our brand and reputation, regardless of the outcome.
We have experienced, and expect to continue to experience, media, legislative, governmental, regulatory, investor and
other third-party scrutiny of our decisions. Any scrutiny, inquiry, investigation or action, including regarding our data
privacy, copyright, content, employment or other practices, workplace culture, charitable giving, product changes, product
quality, litigation or regulatory action or regarding the actions of our employees, users or advertisers or other issues, may
harm our brand and reputation. In addition, scrutiny of other companies in our industry, including their impact on user
“screen time” or their content policies or data privacy practices, could also have a negative impact on our brand and
reputation. These concerns, whether actual or unfounded, may also deter users, creators, publishers or advertisers from
using our platform.
Adverse publicity, regardless of its accuracy, relating to events or activities attributed to us, our employees, third-party
vendors, users, creators, publishers or our advertisers, or to online platforms in general, may tarnish our reputation and
reduce the value of our brand. If we fail to promote and maintain the “Pinterest” brand or preserve our reputation, or if we
incur excessive expenses in this effort, our business, revenue and financial results could be harmed. In addition, parental or
general public perception of our industry or our Company in particular could adversely affect the size, demographics,
engagement, and loyalty of our user base.
Continued development and use of AI may result in reputational harm, liability, or other adverse consequences to our business
operations.
We use machine learning and AI technologies in our products and services, and we are making investments in expanding
our AI capabilities, including ongoing deployment and improvement of existing machine learning and AI technologies, as
well as developing new product features using AI technologies. There are significant risks involved in developing and
deploying AI and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to
our business, including our profitability. AI technologies are complex and rapidly evolving, and we face significant potential
disruption from other companies, particularly as internet companies utilize AI to introduce new methods of search and
discovery for consumers and AI reduces barriers to entry to compete with our products and services, as well as an evolving
regulatory landscape. The continued integration of any AI technologies into our products can result in new or enhanced
governmental or regulatory scrutiny, intellectual property claims, litigation, confidentiality or privacy and security risks,
ethical concerns, negative user perceptions as to automation and AI, or other complications that could adversely affect our
business, reputation, or financial results. As a result of the complexity and rapid development of AI, it is also the subject of
evolving review by various U.S. governmental and regulatory agencies, and other foreign jurisdictions are applying, or are
considering applying, their platform moderation, intellectual property, cybersecurity, and data protection laws to AI and/
or are considering general legal frameworks on AI. For example, the European Union's Artificial Intelligence Act (“EU AI
Act”) came into effect in August 2024 and has various requirements that are principally focused on creating transparency
with respect to generative AI systems and AI-generated content. Penalties for non-compliance with the EU AI Act include
fines as high as 7% of a company’s global annual revenue. We may not always be able to anticipate the necessary response
to these frameworks given they are still rapidly evolving. We may also have to expend resources to adjust our product or
service offerings in certain jurisdictions if the legal frameworks governing the use of AI are not consistent across
jurisdictions.
Other companies may develop AI features and technologies that are similar or superior to our technologies, are more cost-
effective to develop and deploy or that otherwise achieve more timely or successful market acceptance. Given the long
history of development in the AI sector, other parties may have (or in the future may obtain) patents or other proprietary
rights that would prevent, limit, or interfere with our ability to make, use, or sell our own AI features. Our AI initiatives also
depend on our access to data to effectively train our models.
Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the
development of appropriate protections and safeguards for handling the use of data with AI technologies, which may be
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costly and could impact our expenses as we expand the use of AI into our product or service offerings. AI technologies,
including generative AI, may create content that is factually inaccurate or flawed, or otherwise unlawful, harmful or policy-
violating. Such content may expose us to brand or reputational harm and/or legal liability. It is also uncertain how various
laws related to online services, intermediary liability, copyright and other issues will apply to content generated by AI. For
example, we use generative AI which, despite our best efforts, may generate content that is not relevant or useful to our
users and can subject us to risks related to harmful content, accuracy, bias, discrimination, toxicity, intellectual property
infringement or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among
others. The use of certain AI technologies presents emerging ethical and social issues, and if we offer solutions that draw
scrutiny or controversy due to their perceived or actual impact on users or on society as a whole, we may experience brand
or reputational harm, competitive harm, and/or legal liability. As such, it is not possible to predict all of the risks related to
the use of AI, and developments in regulatory frameworks governing the use of AI and in related stakeholder expectations
may adversely affect our ability to develop and use AI or subject us to liability.
Risks Related to Data, Security and Privacy
If our security is compromised, or users or advertisers believe our security has been compromised, we could lose the trust of users,
creators, publishers and advertisers who may use our platform less or may stop using our platform altogether, our reputation and
business could be harmed.
As an online platform, we are frequently targeted by cybersecurity attacks because we receive, process, use, store, and
share digitally large amounts of data, including user data as well as confidential, sensitive, proprietary, and personal
information in the ordinary course of our business. There can be no assurance that any cybersecurity attack or incident will
not be material or ultimately result in significant legal, financial, and reputational harm, including government inquiries,
enforcement actions, litigation, and negative publicity. Our efforts to protect our internal data or the information that
users, creators, publishers and advertisers and other partners have shared with us may be unsuccessful due to the actions
of third parties, software bugs, misconfigurations, vulnerabilities or other technical malfunctions, cybersecurity attacks,
employee error or malfeasance, hacking, ransomware, viruses or other factors. In addition, third parties have in the past
and may in the future attempt to induce our personnel, users, creators, publishers, advertisers or vendors to disclose
information to gain access to our data, advertisers' data or users’ data. Further, because the login credentials or passwords
employed by users to access our platform may be similar to or the same as the ones that they use in connection with other
platforms or websites, a breach in the security of those platforms or websites can allow third parties to gain unauthorized
access to users’ accounts on our platform. If any of the events described above occur, our information or personnel's,
users', creators', publishers' or advertisers' information could be accessed or disclosed improperly. If a third-party gains
unauthorized access to our platform, they may, among other things, post malicious spam and other content on our
platform using a user’s, creator's, publishers' or advertiser’s account, which could negatively affect our platform,
reputation, and business.
Some third parties, including advertisers and vendors, store information that we share with them on their networks. If
these third parties fail to implement adequate data-security practices or fail to comply with our terms and policies, users’
data may be improperly accessed, used or disclosed. Even if these third parties take all the necessary precautions, their
networks may still suffer a breach, which could compromise the data we share with them.
Any incidents where personnel's, users’, creators', publishers', advertisers' or our information is accessed without
authorization or is improperly used, or incidents that violate our privacy policy, terms of service or other policies, or the
perception that an incident has occurred, could damage our brand and reputation, adversely impact our competitive
position and result in significant costs. We may be required or choose to notify government authorities or affected
personnel or users regarding security incidents, and government authorities or affected personnel, users, creators,
publishers or advertisers could initiate legal or regulatory action against us over those incidents, which could cause us to
incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices.
It may be difficult and costly to detect, investigate, mitigate, contain, and remediate a cybersecurity incident and our
efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate,
mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business.
Threat actors may also gain access to other networks and systems after a compromise of our networks and systems.
Further, there can be no assurance that our insurance coverage will be sufficient to compensate for related losses resulting
from a cybersecurity incident.
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In addition, we may expend significant resources or modify our business activities to adopt additional measures designed
to protect against security incidents. Certain data privacy and security obligations require us to implement and maintain
specific security measures or industry-standard or reasonable security measures to protect our systems and sensitive
information. While we have implemented security measures designed to protect against security incidents, there can be no
assurance that these measures will be effective.
Maintaining the trust of users, creators, publishers and advertisers is important to sustain user and advertiser growth,
retention and engagement, and we may incur significant costs in an effort to detect and prevent security incidents.
Concerns over our information security or data privacy practices, whether actual or unfounded, can subject us to negative
publicity and damage our brand and reputation and deter users, creators, publishers and advertisers from using our
platform.
Our ability to attract and retain advertisers depends on our ability to collect, process and use data and develop tools to enable us
to effectively deliver and accurately measure advertisements on our platform.
Most advertisers rely on tools that measure the effectiveness of their ad campaigns in order to allocate their advertising
spend among various formats and platforms. If we are unable to measure the effectiveness of advertising on our platform
or we are unable to convince advertisers that our platform should be part of a larger advertising budget, our ability to
increase the demand and pricing of our advertising products and maintain or scale our revenue may be limited. Our tools
may be less developed than those of other platforms with which we compete for advertising spend. Therefore, our ability
to develop and offer tools that accurately measure the effectiveness of a campaign on our platform is critical to our ability
to attract new advertisers and retain, and increase spend from, our existing advertisers.
We are continuing to develop and improve these tools and such efforts have and are likely to continue to require
significant time and resources and additional investment, and in some cases we have relied on and may in the future rely on
third parties to provide data and technology needed to provide certain measurement data to our advertisers. If we cannot
continue to develop and improve our advertising tools in a timely fashion, those tools are not reliable, or the measurement
results are inconsistent with advertiser goals, our advertising revenue could be adversely affected.
Many existing advertiser tools that measure the effectiveness of advertising do not account for the role of advertising
early in a user's decision-making process, which is when many users come to our platform. Instead, these tools measure the
last ad or content that was exposed to the user that gets credit for influencing any user’s purchase or action. As a result, we
may not be able to demonstrate and measure for our advertisers the value of engaging with a user during the early intent
phase.
In addition, web and mobile browser developers, such as Apple, Microsoft or Google, have implemented and may continue
to implement changes, including requiring additional user permissions, in their browser or device operating system that
impair our ability to measure and improve the effectiveness of advertising on our platform. Such changes include limiting
the use of cookies and related tracking technologies, such as mobile advertising identifiers, and other changes that limit
our ability to communicate with or understand the identity of our users or our ability to collect or use information that
allows us to attribute user actions on advertisers’ websites to the effectiveness of advertising campaigns run on our
platform. For example, Apple's Intelligent Tracking Prevention (“ITP”) feature in its Safari browser blocks some or all third-
party cookies by default on mobile and desktop and has become increasingly restrictive over time. Apple's related Privacy-
Preserving Ad Click attribution ("PPAC"), intended to preserve some of the functionality lost with ITP, would limit cross-
site and cross-device attribution, prevent measurement outside a narrowly-defined attribution window, and prevent ad re-
targeting and optimization. Further, Apple implemented certain changes, including an AppTrackingTransparency
framework that limits the ability of mobile applications to obtain access to an iOS device’s advertising identifier and affects
our ability to track user actions off our platform and connect their interactions with on-platform advertising.
All these restrictions described above make it more difficult for us to provide the most relevant ads to our users, measure
the effectiveness of, and to re-target and optimize, advertising on our platform. We have developed the Pinterest
Conversions API and other measurement tools to address these restrictions, which are all designed to mitigate loss of
conversion signal. However, there is no guarantee that advertisers will use this technology or future technologies that we
develop, or that these technologies will otherwise be effective to improve conversion visibility and enable the use of
conversion data for retargeting in future advertising campaigns. Advertisers may also prioritize integrations with larger
platforms due to larger spend concentration. All of this may result in advertisers spending less or not at all, on our platform
and prefer larger platforms like Facebook and Google that have more capabilities to help advertisers measure their
conversions.
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Developers may release additional technology that further inhibits our ability to collect or use data that allows us to
measure the effectiveness of advertising on our platform. Any other restriction, whether by law, regulation, policy
(including third-party policies) or otherwise, on our ability to collect, process and share data that our advertisers find
useful, our ability to use or benefit from tracking and measurement technologies, including cookies, or that further reduces
our ability to measure the effectiveness of advertising on our platform would impede our ability to attract, grow and retain
advertisers. Advertisers and other third parties who provide data that helps us deliver personalized, relevant advertising
may restrict or stop sharing this data. If they stop sharing this data with us, it may not be possible for us to collect this data
within the product or from another source.
We rely heavily on our ability to collect, process and share data and metrics for our advertisers to help new and existing
advertisers understand the performance of advertising campaigns. If advertisers do not perceive our metrics to be
accurate representations of our user base and user engagement, or if we discover inaccuracies in our metrics, they may be
less willing to allocate their budgets or resources to our platform.
We receive, process, store, use and share data, some of which contains personal information, which subjects us to complex and
evolving governmental regulation and other legal obligations related to data privacy, data protection and other matters, which
are subject to change and uncertain interpretation.
We receive, process, store, use and share data, some of which contains personal information. There are numerous federal,
state, local and foreign laws and regulations regarding matters central to our business, data privacy and the collection,
storing, sharing, use, processing, disclosure and protection of personal information and other data from users, employees
and business partners, the scope of which are regularly changing, subject to uncertain and differing interpretations and
may be inconsistent among countries or states or conflict with other rules.
The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly
evolving industry in which we operate, and as the focus on data privacy and data protection increases globally, we are, and
will continue to be, subject to varied and evolving data privacy and data protection laws. We are subject to GDPR which
expands the rights of individuals to control how their personal data is processed, includes restrictions on the use of
personal data of minors (including teens), creates new regulatory and operational requirements for processing personal
data (particularly in the case of a data breach), increases requirements for security and confidentiality, restricts transfers
of data outside of the European Economic Area ("EEA") and provides for significant penalties for non-compliance, including
fines of up to 4% of global annual turnover for the preceding financial year or €20 million (whichever is higher) for the most
serious infringements. Additionally, we have historically relied upon multiple legally valid transfer mechanisms to transfer
certain personal data outside of the EEA, including the EU-U.S. Privacy Shield Framework and Standard Contractual
Clauses (SCCs). The Court of Justice of the European Union ruled that the EU-U.S. Privacy Shield is an invalid transfer
mechanism, but upheld the validity of the SCCs subject to future elaboration of additional safeguards by regulators such as
specific “supplemental measures” that should be undertaken to protect EU data subjects. While the EU Commission has
approved a new EU-U.S Data Privacy Framework, of which Pinterest is a participant, the validity of data transfer
mechanisms and additional safeguards remains subject to legal, regulatory, and political review and developments in both
Europe and the U.S. The invalidation of data transfer mechanisms, or the potential invalidation of additional safeguards
could have a significant adverse impact on our ability to process and transfer UK and EEA user personal data outside of the
EEA. The State of California enacted the CCPA which requires companies that process information of California residents
to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out
of certain data sharing with third parties and provides a new private right of action for data breaches. Other states have
also enacted privacy laws similar to the CCPA, which became operative recently or will become operative in the next few
years, with these providing consumers with similar abilities to opt-out of certain data sharing and to limit the use of certain
data for targeted advertising. Additionally, the Federal Trade Commission and many state attorneys general are
interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination
and security of data. The burdens imposed by these and other laws and regulations that may be enacted, or new
interpretations of existing laws and regulations, may require us to modify our data processing practices and policies and to
incur substantial costs in order to comply and may disproportionately affect our business in comparison to our peers that
have greater resources. These laws and regulations may also impact our ability to expand advertising on our platform
internationally, as they may impede our ability to deliver targeted advertising and accurately measure our ad performance.
In addition, the privacy of teens’ personal data collected online, and use of commercial websites, applications, online
services, or other interactive platforms, generally, are also becoming increasingly scrutinized. Regulations focused on
online safety and protection of teens’ privacy online may require us to change our services and incur costs to do so.
Moreover, various laws to restrict or govern the use of commercial websites, applications, online services, or other
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interactive platforms by teens have passed or have been proposed, including laws: prohibiting offering services to teens,
prohibiting showing teens advertising, requiring age verification or assurance, limiting the use of teens’ personal data, and
requiring parental consent or providing for other parental rights. These laws may be, or in some cases already have been,
subject to legal challenges and changing interpretations, which may further complicate our efforts to comply with laws
applicable to us. These new laws may result in restrictions on the use of certain of our products or services by teens, the
inability to offer certain products and services to teens, decrease users or user engagement in those jurisdictions, require
changes to our products and services to achieve compliance, decrease our advertising and subscription revenue, and
increase legal risk, compliance costs and potential fines for us and our third-party partners.
Privacy advocates and industry groups have proposed, and may propose in the future, standards with which we are legally
obligated to comply. Moreover, we are also bound by contractual obligations related to data privacy and security, and our
efforts to comply with such obligations may not be successful. We also publish privacy policies, marketing materials, and
other statements regarding data privacy and security, including statements relied on by our users, advertisers, and
business partners. In addition, we may be required to submit privacy impact assessments to certain regulators. If these
policies, materials, impact assessments, or statements are found to be deficient, lacking in transparency, deceptive, unfair,
or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other
adverse consequences, including class-action litigation or mass arbitration demands.
Any failure or perceived failure by us to comply with our privacy policies, data privacy-related obligations to users or other
third parties, or our data privacy-related legal obligations, or any compromise of security that results in the unauthorized
release or transfer of personally identifiable information or other user data, or other failure to comply with these laws and
regulations, or regulatory scrutiny, can result in governmental enforcement actions or litigation that could expose our
business to substantial financial penalties, or other monetary or non-monetary relief, negative publicity, loss of confidence
in our products, decline in user or advertiser growth or damage to our brand and reputation. Companies in the technology
industry have recently experienced increased regulatory scrutiny relating to data privacy and data protection, and we have
become subject to enhanced scrutiny and enforcement actions from regulators to ensure compliance with data privacy
and data protection laws and regulations. The GDPR, U.S. state privacy laws, youth social media and privacy laws, and
other such laws and regulations impose new and burdensome obligations, and include substantial uncertainty as to their
interpretation, and we are subject to challenges in addressing their requirements, which could result in fines or penalties,
lead us to change our data privacy policies and practices, how our product currently operates, and limit our ability to
deliver personalized advertising by, for example, requiring users to opt-in to personalized advertising. Public statements
and complaints against us by consumer advocacy groups or others could also cause users to lose trust in us, which could
result in declines in user growth, retention or engagement and have an adverse effect on our brand, reputation and
business. Additionally, if third parties that we work with, such as advertisers, service providers, partners or developers,
violate applicable laws or our policies, these violations may also put users’ information at risk.
The implementation and enforcement, including through private rights of action, of these increasingly complex, onerous,
or divergent laws and regulations, and the introduction, interpretation, or revision of any new such laws or regulations,
with respect to privacy, security, data protection, and our industry are uncertain and may further complicate compliance
efforts, lead to fragmentation of the service, and may increase legal risk and compliance costs for us and our third-party
partners, or decrease the perceived usefulness of our service to our users and advertisers. For example, some state privacy
laws are currently being challenged, and litigation in this space could impact the privacy rights of our community, which in
turn may negatively impact users' experience, trust, and satisfaction and decrease their engagement with our products.
Many of these obligations are becoming increasingly stringent and subject to rapid change and uncertain interpretation.
Preparing for and complying with these obligations requires us to devote significant resources, and there is no guarantee
that our compliance efforts to date, or in the future, will be deemed compliant or sufficient.
Any significant change to applicable laws, regulations or industry practices, or to interpretations of existing laws and
regulations, regarding the use or disclosure of users’ data, or regarding requirements around obtaining consent from users
for the use and disclosure of such data, could require us to modify our products to allow for limited data use, possibly in a
material manner, and may limit our ability to develop new products that make use of the data that users voluntarily share.
There currently are a number of proposals pending before federal, state and foreign legislative and regulatory bodies. In
addition, some countries are considering or have passed legislation implementing data protection requirements or
requiring local storage and processing of data or similar requirements that could increase the cost and complexity of
delivering our service, particularly as we expand our operations internationally.
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Risks Related to Our Business Operations
Our business depends on our ability to maintain and scale our technology infrastructure, including speed and availability of our
service.
Our reputation and ability to attract, retain and serve users, content creators and advertisers are dependent upon the
reliable performance of our service and our underlying technology infrastructure and content delivery processes. From
time to time, we experience interruptions in or disruptions of our systems. If our platform is unavailable when users,
content creators or advertisers attempt to access it, if it does not load as quickly as they expect or if their content is not
saved, users may not return to our platform as often in the future, or at all.
Our advertisers must be able to easily buy, forecast, optimize and measure the performance of ads on a responsive and
stable platform. Advertisers will not continue to do business with us if our technology infrastructure is not reliable. Our
systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or
outages that could harm our business. We have gaps in our ability to deploy changes safely to the site, which increases the
risk of disruptive intentional and unintentional (and potentially premature) updates and changes being made directly to
our live platforms and services. As our user, content and advertiser base, number of actionable consumer products,
sophistication of our machine learning models and the volume and types of information shared on our service continue to
grow, we will need an increasing amount of technology infrastructure, including network capacity and computing power, to
continue to satisfy the needs of users, content creators and advertisers, which could increase our costs. We may be unable
to effectively scale and grow our technology infrastructure to accommodate these increased demands or to achieve our
business objectives. Further, in the event of a systems failure, employee error, failure or interruption of services by AWS,
or malicious intent by employees or third parties, we may lose all or substantial amounts of data and we may not be able to
recover such data quickly or at all.
In addition, our systems and operations are vulnerable to damage, delays or interruptions from fire, flood, power loss,
telecommunications failure, spikes in usage volume, epidemics, pandemic and other public health emergencies, terrorist
attacks, acts of war, geopolitical conflicts, other physical security threats, cyber-security attacks, earthquakes, the effects
of climate change, power and space shortages in our cloud infrastructure and other events beyond our control. We are
particularly vulnerable to these types of events because our cloud computing infrastructure is currently located in one
geographic region. In addition, the substantial majority of our employees are located in California, which has historically
experienced, and may continue to experience, climate-related events including drought and water scarcity, warmer
temperatures, wildfires and air quality impacts and power shut-offs. If there is a catastrophic failure involving our systems
or major disruptive event affecting our headquarters or the San Francisco area in general, we may be unable to operate our
service. Although we maintain crisis management and disaster response plans, such events could make it difficult or
impossible for us to deliver our services and could cause us to incur substantial expense. Climate-related events, including
the increasing frequency of extreme weather events and their impact, have the potential to disrupt our business and/or
the business of our third-party suppliers and partners. Any of the foregoing events can result in users being subject to
service disruptions or outages and we may not be able to recover our technical infrastructure and user data in a timely
manner to restart or provide our services.
A substantial portion of our technology infrastructure is provided by third parties. Any disruption or failure in the services
we receive from these providers could harm our ability to handle existing or increased traffic or cause our platform to
become unavailable. We exercise little control over these providers and have limited line of sight into their governance,
and any financial or other difficulties these providers face may harm our business.
The occurrence of any of the foregoing risks could result in damage to our systems and hardware or could cause them to
fail completely, and our insurance may not cover such risks or may be insufficient to compensate us for losses that may
occur. These events may result in distraction of management, loss of revenue and costs from litigation and enforcement. In
addition, they could also result in significant expense to repair or replace damaged facilities and remedy resultant data loss
or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our products
could materially harm our reputation and business.
The failure to attract and retain highly qualified personnel, or loss of one or more of our key personnel, could harm our business,
revenue and financial results.
We currently depend on the continued services and performance of our key personnel, including William Ready and
others. Mr. Ready's employment, and the employment of our other key personnel, is at will, which means they may resign
or be terminated for any reason at any time. Similarly, Mr. Silbermann is currently non-executive Chair of the Board and
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may resign at any time. In addition, much of our key technology and systems are custom-made for our business by our
personnel. The loss of key personnel, including key members of management as well as our computer vision, AI, machine
learning, design, marketing, sales and product development personnel, could disrupt our operations and harm our
business. This risk is particularly heightened in an environment where companies, including us, slow down hiring or reduce
their workforce, as we have done under the Plan, which involves the reduction of our workforce, and will continue to find
ways to further reduce costs due to macroeconomic conditions.
In addition, it is important to our business to attract and retain highly talented personnel, particularly engineers with
expertise in computer vision, AI and machine learning. We have found and may continue to find our recruiting and
retention efforts more challenging because the marketplace for talent is highly competitive, particularly as a result of our
workforce reduction under the Plan. Certain legal, regulatory, and policy developments, such as changes to policies and
requirements regarding immigration and visas, may also negatively impact our ability to attract, hire and retain highly
talented personnel, or may lead to public scrutiny, investigations, litigation, and regulatory or other proceedings related to
our policies and procedures. The incentives provided by our stock option grants, restricted stock grants and restricted
stock unit grants, or by other compensation and benefits arrangements, may not be effective to attract and retain
employees, especially as a result of continued fluctuations in our stock price. We may also be required to enhance wages,
benefits and non-equity incentives. If we are unable to meet employees' and potential employees' expectations, we may
experience difficulties attracting and retaining personnel.
Further, our ongoing efforts to implement terms of the settlement agreement with respect to certain derivative lawsuits
and resolve certain related allegations or claims have resulted in, and will continue to result in, increased costs, as well as
consuming management's time and attention. Further, there has been increased scrutiny of companies' human capital
management practices and initiatives. If efforts around inclusion and belonging are perceived as insufficient or overdone,
we may not be able to attract and retain talent, we may be subject to public scrutiny, investigations, litigation, and
regulatory and other proceedings and our brand and reputation and stock price may be harmed.
We currently have a flexible work model which provides for a more distributed workforce. Our work strategy, including
our efforts related to employee onboarding, training and development and retention may not be successful. Further, our
work strategy may continue to evolve and may not meet the needs of our existing and potential future employees, and
they may prefer work models offered by other companies. If we do not succeed in attracting and retaining highly qualified
personnel or the financial resources required to do so increase, we may not be able to meet our business objectives.
Risks Arising from Our Reliance on Third Parties
We depend in part on online application stores and internet search engines to direct traffic and refer new users to our platform.
When these online application stores or search engines’ methodologies and policies are modified or enforced in ways we do not
anticipate, or when our search results page rankings decline for other reasons, traffic to our platform or user growth, retention
and engagement has declined and could decline in the future.
We depend in part on internet search engines, such as Google, Bing and Yahoo!, to direct a significant amount of traffic to
our platform. For example, when a user types a query into a search engine, we may receive traffic and acquire new users
when those search results include Pins, boards, users and other features of our platform that cause the user to click on the
Pinterest result or create a Pinterest account. These actions grow our users due to signups of new users and increase
retention and engagement of existing users.
Our ability to maintain and increase the number of users directed to our platform from search engines is not within our
control. Search engines, such as Google, have and may continue to modify their search algorithms (including what content
they index and the format in which content is indexed) and policies or enforce those policies in ways that are detrimental
to us, that we are not able to predict or without prior notice. When that occurs, we have in the past and expect to
experience in the future, declines or de-indexing in the organic search ranking of certain Pinterest search results or
negative impacts due to the format in which our search results appear, leading to a decrease in traffic to our platform, new
user signups and existing user retention and engagement. We have experienced declines in traffic and user growth as a
result of these changes in the past, and anticipate fluctuations as a result of such actions in the future. For example,
changes to search engine algorithms have in the past and may in the future negatively impact traffic and user sign-ups. Our
ability to appeal these actions is limited, and we may not be able to revise our search engine optimization (“SEO”) strategies
to recover the loss in traffic or users resulting from such actions. In addition, changes in policies or their enforcement may
not apply in the same manner to our competitors, or our competitors’ SEO strategies to retain and attract users may be
more successful than ours. In addition, certain third parties offer browser extensions that give users the option to remove
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Pinterest from their search engine recommendations. Further, some of these search engines are owned by companies that
compete with various aspects of our business. When email platforms, such as Google, change their policies related to the
placement of our emails in users' inboxes, it can affect the open and click rate of our emails. Such changes have led to and
may lead to a decrease in traffic to our platform, new user signups and existing user retention and engagement. To offset
some of the impact on our user growth, we have and may continue to increase our investment in other growth strategies,
such as paid marketing or other initiatives that drive user acquisition, which may cost more and be less effective. Any
significant reduction in the number of users directed to our website or mobile application from search engines or email
could harm our business, revenue and financial results.
Traditional search engines compete with new methods of search, particularly those powered by AI, and as a result
traditional search engines may provide less traffic to our platform, which could negatively impact our business and results
of operations.
In addition, we also rely on certain major online stores for distribution of our application. If these application store
providers modify or implement new terms, we may be required to modify our product to maintain our ability to remain in
that application store.
We allow users to authenticate with our service through third-party login providers. If these third parties discontinue these tools
or experience a breach or outage in their platform or web browser developers make changes that restrict the use of these tools,
user retention, growth or engagement could decline.
A significant number of users access their accounts on our platform using a third-party login provider such as Facebook,
Apple or Google. If security on those platforms is compromised, if users are locked out from their accounts on those
platforms or if those platforms experience an outage or otherwise institute policies that prevent users from accessing their
accounts on our platform through those logins, users may be unable to access our platform. In addition, third-party log-in
providers may institute policies that restrict us from both communicating with users or identifying users. As a result of
these actions, user growth, retention and engagement on our platform has been and could be adversely affected in the
future, even if only for a temporary period. Additionally, if Facebook or Google discontinue their identity services or
experience an outage, then we may lose and be unable to recover users previously using this function, and our user growth
or engagement could decline.
We depend on Amazon Web Services for the vast majority of our compute, storage, data transfer and other services. Any
disruption of, degradation in or interference with our use of Amazon Web Services could negatively affect our operations.
Amazon Web Services (“AWS”) provides the cloud computing infrastructure we use to host our website, mobile application
and many of the internal tools we use to operate our business. Under our long-term agreement with AWS, in return for
negotiated concessions, we currently are required to maintain a substantial majority of our monthly usage of certain
compute, storage, data transfer and other services on AWS. This agreement is terminable only under certain conditions,
including by either party following the other party’s material breach, which may be the result of circumstances that are
beyond our control. A material breach of this agreement by us, or early termination of the agreement, could carry
substantial penalties, including liquidated damages. If AWS increases pricing terms, terminates or seeks to terminate our
contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets its terms
of service or policies in a manner that is unfavorable, those actions could harm our business, revenue and financial results.
Any significant disruption of, limitation of our access to or other interference with our use of AWS would negatively impact
our operations. In addition, any transition of the cloud services currently provided by AWS to another cloud services
provider would be difficult to implement and would cause us to incur significant time and expense and could disrupt or
degrade our ability to deliver our products and services. The level of service provided by AWS could affect the availability
or speed of our services. We have experienced AWS outages in the past and may experience such outages in the future. If
users, creators, publishers or advertisers are not able to access our service or platform or encounter difficulties in doing so,
we may lose users, creators, publishers or advertisers.
We utilize data center hosting facilities operated by AWS, located in various facilities. However, we have implemented a
limited disaster recovery program which does not allow us to serve network traffic from back-up data center services. An
unexpected disruption of services provided by these data centers could hamper our ability to handle existing or increased
traffic, result in the loss of data or cause our platform to become unavailable.
We must effectively operate with mobile operating systems, web browsers, online application stores, networks, regulations and
standards, which we do not control. Changes in our products or to those mobile operating systems, web browsers, networks,
regulations or standards may harm user retention, growth and engagement.
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Because our platform is used on mobile devices and through web browsers, our application must remain interoperable
with popular mobile operating systems and browsers, including Android, Chrome, iOS and Safari. We have no control over
these operating systems and browsers. Any changes to these operating systems, browsers or the online stores distributing
our application that impact the accessibility, speed or functionality of our service or give preferential treatment to
competitive products, could harm usage of our platform. Some of our competitors that control the operating systems,
browsers and online stores that our application runs on, or is distributed through, could make interoperability of our
service with those systems, browsers and stores more difficult. In addition, new products we introduce may take longer to
function with these systems and browsers.
If we are unable to deliver consistent, high-quality user experiences across different devices with different operating
systems, user growth, retention or engagement may decline.
The adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet, including laws
governing internet neutrality, could decrease the demand for our products and services and increase our cost of doing
business. Regulatory changes could limit users’ ability to access our service or make our platform a less attractive
alternative to our competitors’ platforms and cause our user growth, retention or engagement to decline.
If it becomes more difficult for users to access and use our service on their browsers or mobile devices, if users choose not
to access or use our platform on their mobile devices, or if users choose to use mobile products that limit access to our
platform, user growth, retention and engagement may decline.
We rely on software, technologies and related services from third parties, and problems in their use, access or performance could
increase our costs.
We rely on software, technologies and related services from third parties to operate critical functions of our business.
Third-party technologies or services that we utilize may become unavailable due to a variety of reasons, including outages,
interruptions or failure to perform under our agreement. Unexpected delays in their availability or function can, in turn,
affect the use or availability of our platform. Further, third-party software and service providers may no longer provide
such software and services on commercially reasonable terms or may fail to properly maintain or update their software. In
such instances, we may be required to seek licenses to software or services from other parties or to redesign our products
to function with new software or services. This could result in delays in the release of new products until equivalent
technology can be identified, licensed or developed, and integrated into our platform and services. Furthermore, we might
be forced to limit the features available in our current or future products.
Technologies have been developed that can block the display of our ads.
Technologies have been developed, and will likely continue to be developed, that block the display of our ads. We generate
substantially all of our revenue from advertising, and ad blocking technologies can prevent the display of certain of our ads.
Existing ad blocking technologies that have not been effective on our platform can later become effective as we make
certain product changes, and new ad blocking technologies are often in development. More users may choose to use
products that block or obscure the display of our ads if we are unable to successfully balance the amount of organic
content and paid advertisements, or if users’ attitudes toward advertisements become more negative. Further, regardless
of their effectiveness, ad blockers may generate concern regarding the health of the digital advertising industry, which
could reduce the value of digital advertising.
Risks Related to Legal and Regulatory Matters
We may be liable as a result of content or information that is published or made available on our platform.
We are subject to many U.S. federal and state and international laws and regulations that involve matters central to our
business, including laws and regulations that involve data use, data security, data protection, intellectual property
(including copyright and patent laws), harmful or illegal content, teen safety, rights of publicity, advertising, marketing,
health and safety, competition, protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering
and corruption, economic or other trade prohibitions or sanctions or securities law compliance. We may be sued or face
regulatory action for claims relating to content or information that is published or made available on our platform or the
application of our content policies. Our systems, tools and personnel that help us to proactively detect potentially policy-
violating or otherwise inappropriate content cannot identify all such content on our service, and in many cases this content
will appear on our platform. This risk may increase as we develop and increase the use of certain products or product
features, such as video content, for which identifying such content is challenging. Additionally, some controversial content
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may not be banned on our platform and, even if it is not featured in advertisements or recommendations to users, may still
appear in search results or be saved on boards. This risk is enhanced in certain jurisdictions outside of the United States
where our protection from liability for content published on our platform by third parties may be unclear and where we
may be less protected under local laws than we are in the United States. Further, if policy-violating content is found on our
platform, we may be in violation of the terms of certain of our key agreements, which may result in termination of the
agreement and, in some cases, payment of damages. We could incur significant costs in investigating and defending such
claims and, if we are found liable, damages. New and changing laws, regulations, executive orders, directives, enforcement
priorities and policy positions, including as a result of changes in government administration, can also create uncertainty
about how such laws and regulations will be interpreted and applied to us.
We rely on a variety of statutory and common-law frameworks and defenses relevant to the content available on our
platform, including but not limited to, the Digital Millennium Copyright Act ("DMCA"), the Communications Decency Act
("CDA"), the fair-use doctrine in the United States, the EU E-Commerce Directive, the EU AI Act and the DSA. These
frameworks and defenses may limit but do not necessarily eliminate, our potential liability for caching, hosting, listing or
linking to third-party content that may include materials that infringe copyrights or are otherwise unlawful. Each of these
statutes and doctrines is subject to uncertain or evolving judicial interpretation and regulatory and legislative
amendments, and we cannot guarantee that such frameworks and defenses will be available for our protection. For
example, the CDA has been amended by Congress and interpreted by courts in ways that have narrowed its applicability.
Further, the
Russmedia
decision by the Court of Justice of the European Union has created uncertainty regarding the
status of longstanding intermediary liability provisions under EU law, which may result in additional obligations for online
platforms, as well as increased litigation and liability. Additionally, in June 2025, the Brazilian Supreme Court partially
invalidated the country's limitation on platform liability for third-party content. The new court precedent requires
platforms to remove unlawful content upon notice even in the absence of a court order, and to implement proactive
measures to prevent and remove illegal ads and content related to certain crimes under Brazilian law. As a result, we may
face increased litigation and/or regulatory enforcement. If the statutory regimes are amended or repealed, if the rules
around these doctrines change, if international jurisdictions refuse to apply similar protections to the US, or if a court were
to disagree with our application of those rules to our service, we could incur liability or be required to make significant
changes to our products, business practices or operations.
Lawmakers in the United States and in other countries may introduce new regulatory regimes that increase potential
liability for content available on our platform. There are a number of new laws and legislative proposals in the United
States and globally aimed at limiting the scope of protections available to online services and/or that further impose new
obligations affecting our business, such as liability for copyright infringement, illegal or harmful content, distributing
targeted content and/or advertisements to teens, and other forms of unlawful content and/or online harm. These
legislative and/or regulatory requirements may increase our costs of operations, our potential liability for content posted
by users on our platform, our litigation costs, and/or may expose us to regulatory sanctions such as fines or penalties. If
these or other additional statutory or regulatory changes reduce liability protections for content published on our
platform, we may be required to make significant changes to our business model, including increasing our content
moderation operations and building in additional product features or tools that may not be favorable to our business, add
payment obligations or compliance costs.
We may also experience statutory or regulatory scrutiny for our policies governing content and advertising on our
platform. Responding to such scrutiny could require significant resources, and any required changes to our operations may
result in retention issues of our users.
We are also subject to fines or orders restricting or blocking our service in particular countries as a result of content on our
platform. For example, certain countries have implemented regulations that authorize fines or provide for throttling or
blocking services for failures to comply with certain content removal and disclosure obligations, and other countries may
enact similar legislation, which would impose penalties for failure to remove certain content. There can be no assurance
that our tools or policies for certain removal obligations or any new tools or policies we develop will be sufficient to
maintain compliance with these regulations.
Any new legislation or changes to existing legislation may be difficult to comply with in a timely and comprehensive fashion
and may expose our business, users, or employees to increased fees and costs. These costs could be prohibitively
expensive for a company of our size, which could prevent us from launching a product or require us to restrict access to a
product in a particular market. This could disadvantage us relative to our competitors with more resources. If the rules,
doctrines or currently available defenses change, if international jurisdictions refuse to apply similar protections that are
currently available in the United States or the European Union or if a court were to disagree with our application of those
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rules to our platform, we could be required to expend significant resources to try to comply with the new rules or incur
liability.
Government actions can restrict access to our product or certain of our products in their countries.
Governmental authorities outside the United States have restricted, and may in the future seek to restrict access to our
platform if they consider us to be in violation of their laws or for other reasons. For example, access to our service has been
or is currently restricted in whole or in part in certain countries. Other governments may seek to restrict access to or block
our platform, prohibit or block the hosting of certain content available through our platform, or impose other restrictions
that may affect the accessibility or usability of our platform in that country for a period of time or even indefinitely. We
may also decide to stop offering our platform in a country as a result of these types of restrictions. For example, some
countries have enacted laws that allow websites to be blocked for hosting certain types of content or may require websites
to remove certain restricted content, to appoint local representatives in the country, or to store user data within that
country. It can be challenging or impractical to manage the requirements of multiple jurisdictions governing the type and
nature of the content available on our platform. If additional prohibitions or restrictions are imposed on our platform, or if
our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing
geographic markets that we cannot access or where we face other restrictions, our user growth, retention and
engagement may be adversely affected.
We could become involved in legal disputes that are expensive to support, and if resolved adversely, could harm our business,
revenue and financial results.
We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, including class
action lawsuits, mass arbitrations, claims, investigations and government inquiries arising in the ordinary course of our
business, including intellectual property, data privacy and data protection, privacy and other torts, illegal or objectionable
content, consumer protection, AI, safety, law enforcement, civil rights, the use of our platform for illegal purposes,
securities, stockholder derivative claims, employment, governance, workplace culture, contractual rights, civil rights
infringement, false or misleading advertising, or other legal claims relating to content or information that is provided to us
or published or made available on our platform, or based on decisions we make regarding what content is allowed on our
platform. Any proceedings, claims or inquiries involving us, whether successful or not, can be time consuming, result in
costly litigation, unfavorable outcomes, high indemnification expenses, increased costs of business, may require us to
change our business practices or products, product offerings and features, require significant amount of management’s
time, may harm our reputation or otherwise harm our business and future financial results.
We are currently involved in, have been subject to, and expect to be subject in the future to actual and threatened
litigation with respect to third-party patents, trademarks, copyrights and other intellectual property, and may continue to
be subject to intellectual property litigation and threats thereof. Companies in the internet, technology and media
industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation
based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition,
grow our business and products, and become increasingly high profile, the possibility of receiving a larger number of
intellectual property claims against us grows. In addition, various “non-practicing entities” that own patents and other
intellectual property rights have asserted, and may in the future attempt to assert, intellectual property claims against us
to extract value through licensing or other settlements.
From time to time, we receive letters from patent and trademark holders alleging that some of our products infringe their
patent and trademark rights. Our technologies may not be able to withstand such third-party claims and/or use of those
technologies may be temporarily or permanently enjoined as a result of such third-party claims. We also receive letters
from copyright and trademark owners alleging that content on Pinterest infringes their intellectual property rights,
including take-down requests. The content on Pinterest, including the content that users save on our service, likewise may
not be able to withstand such third-party claims.
With respect to any intellectual property claims, we may have to seek a license to continue using technologies or engaging
in practices alleged or found to be in violation of a third-party’s rights, which may not be available on reasonable terms and
may significantly increase our operating expenses or may not be available to us at all and may require us to discontinue use
of such technologies or practices or to develop alternative non-infringing technologies or practices. The development of
alternative non-infringing technologies or practices could require significant effort and expense or may not be achievable
at all.
If we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished.
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We rely, and expect to continue to rely, on a combination of confidentiality, invention assignment and license agreements
with our employees, consultants and other third parties with whom we have relationships, as well as trademark, copyright,
patent and trade secret protection laws, to protect our proprietary rights. We have filed various applications for certain
aspects of our intellectual property in the United States and other countries, and we currently hold issued patents and
trademark registrations in multiple jurisdictions. However, there can be no assurance that each of our patent applications
will result in the issuance of a patent. In addition, any resulting issued patents may have claims narrower than those in our
patent applications. There can be no assurance that each of our trademark registration applications will result in the
issuance of a trademark registration or that each resulting trademark registration will be able to be maintained. In the
future we may acquire additional patents or patent portfolios, license patents from third parties or agree to license the use
of our patents to third parties, which could require significant cash expenditures. Additionally, our current and future
patents, trademarks and other intellectual property or other proprietary rights may be contested, circumvented or found
unenforceable or invalid.
Third parties may knowingly or unknowingly infringe or challenge our proprietary rights. Effective intellectual property
protection may not be available in every country in which we operate or intend to operate our business. We may not be
able to prevent infringement without incurring substantial time and expense, if at all. Similarly, particularly as we expand
the scope of our business and the countries in which we operate, we may not be able to prevent third parties from
infringing, or challenging our use of, our intellectual property rights, including those used to build and distinguish the
“Pinterest” brand. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by
third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more
effectively mimic our technologies, products, services or features or methods of operations.
Our use of “open source” software could subject us to possible litigation or could prevent us from offering products that include
open source software or require us to obtain licenses on unfavorable terms.
A portion of the technologies we use incorporates software, models, code, data, or other intellectual property that are
offered under free, open source, source-available, or similar types of licenses (collectively, "open source"), and we may
incorporate such open source intellectual property in the future. Open source licenses may subject us to certain
unfavorable conditions, including requirements that we make publicly available source code, model weights, or data for
any modifications or derivative works we create based upon, incorporating or using open source software, that we license
such modifications or derivative works under the terms of the particular open source license for no cost, or that we restrict
the use of models or data to certain use cases. Some open source software may include AI software, including generative
AI, or other software that incorporates or relies on AI. The use of such software may expose us to risks as the intellectual
property ownership and license rights, including copyright, of AI software, tools, and their output have not been fully
interpreted by U.S. courts or addressed by federal or state regulations.
We also license to others some of our software through open source projects which requires us to make the source code
publicly available, and therefore can affect our ability to protect our intellectual property rights with respect to that
software. If an author or other third-party that distributes open-source software that we use or license were to allege that
we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses
defending against such allegations and could be subject to significant damages, enjoined from offering our products that
contained the open source software, required to release proprietary source code, required to obtain licenses from third
parties or otherwise required to comply with the unfavorable conditions unless and until we can re-engineer the product
so that it complies with the open source license or does not incorporate the open source software. Any of the foregoing
could disrupt our ability to offer our products and harm our business, revenue and financial results.
The interpretation and application of U.S. tax legislation or other changes in U.S. or non-U.S. taxation of our operations could
harm our business, revenue and financial results.
Tax reform has been a priority for governments worldwide and numerous proposals have been proposed or enacted. For
example, on July 4, 2025, the One Big Beautiful Bill Act was signed into law. The legislation includes provisions that allow
for the immediate expensing of domestic U.S. research and development expenses and various changes to how profits
from foreign operations are taxed in the U.S. The issuance of additional regulatory or accounting guidance may affect our
analysis of the impact of the law on us and may harm our operating results and financial condition.
Additionally, over the last several years, the Organisation for Economic Cooperation and Development (OECD) has been
working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing
framework under which our tax obligations are determined in many of the countries in which we do business. Several
countries have already begun to enact legislation to implement the OECD’s 15% global minimum tax regime. Our effective
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tax rate and cash tax payments could increase in future years as further jurisdictions enact legislation. Similarly, the
European Commission and several countries have issued proposals that would apply to various aspects of the current
international tax rules under which we are taxed. These proposals include changes to the existing rules to calculate income
tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of
revenue. For example, several jurisdictions have proposed or enacted taxes applicable to digital services, which include
business activities on digital advertising and which apply to our business. There are ongoing OECD negotiations that
contemplate an alternative to these proposals, which may proliferate in the absence of multilateral agreement.
Further changes to the U.S. or non-U.S. taxation of our operations may increase our worldwide effective tax rate, resulting
in additional taxes or other costs or have other material consequences.
Risks Relating to Our Financial Statements and Performance
We have incurred operating losses in the past, anticipate increasing our costs and expenses, may incur operating losses in the
future and may not maintain profitability.
We have incurred significant net losses in the past and generated net income only recently. We generated net income of
$416.9 million and $1,862.1 million for the years ended December 31, 2025 and 2024, respectively, and a net loss of $35.6
million for the year ended December 31, 2023. As of December 31, 2025, we had retained earnings of $128.7 million. We
have achieved profitability only recently and may not realize sufficient revenue to maintain profitability in future periods.
We incur high operating expenses and may increase our operating expenses in the future as we continue to evolve or
expand our business and operations. These efforts may prove more expensive than we currently anticipate, and we may
not succeed in increasing our revenue sufficiently to offset these higher expenses. We may encounter unforeseen
expenses, operating delays or other unknown factors that may result in losses in future periods. We have significant
unrecognized share-based compensation expense, which we expect to recognize over the next several years. In addition,
we have entered into certain non-cancelable commitments that limit our ability to reduce our cost and expenses in the
future. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Notes to Financial Statements." Any failure to increase our revenue as we implement initiatives to grow
our business could prevent us from achieving or maintaining profitability on either a quarterly or annual basis.
Our operating results are likely to fluctuate from quarter to quarter, which makes them difficult to predict.
Our quarterly operating results are tied to certain key business metrics that have fluctuated in the past and are likely to
fluctuate in the future, which makes them difficult to predict. Our operating results depend on numerous factors, many of
which are outside of our control, including:
•
our ability to generate revenue from our platform;
•
our ability to improve or maintain gross margins;
•
our ability to maintain operating margins, cash used in operating activities and free cash flow;
•
the number and relevancy of advertisements shown to users;
•
the relevancy of content shown to users;
•
the manner in which users engage with different products, where certain products may cause us to generate less
revenue;
•
downward pressure on the pricing of our advertisements;
•
the timing, cost and mix of new and existing marketing and promotional efforts as we grow and expand our operations
to remain competitive;
•
fluctuations (seasonal or otherwise) in spending by our advertisers and platform usage and engagement by users, each
of which may change as our product offerings and business evolves;
•
seasonal fluctuations in engagement on our platform, including our historical experience of lower engagement in our
second quarter;
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•
fluctuations in spending by our advertisers and platform usage and engagement by users due to macroeconomic
conditions, such as the stress in the banking industry, inflation or new or increased tariffs and related retaliatory actions
or other trade protection measures;
•
seasonal fluctuations in internet usage generally;
•
the success of technologies designed to block the display of ads;
•
development and introduction of new product offerings by us or our competitors;
•
the enforcement of our advertising policies, including the removal of ads and advertisers from our platform;
•
existing, new and evolving regulations, both in the U.S. and internationally;
•
the ability of our third-party providers to scale effectively and provide the necessary technical infrastructure for our
service on a timely basis;
•
system failures, disruptions, breaches of security or data privacy or internet downtime, whether on our service or on
those of third parties;
•
the inaccessibility of our service due to third-party actions;
•
changes in measurement of our metrics;
•
costs associated with the technical infrastructure used to operate our business, including hosting services;
•
fluctuations in the amount of share-based compensation expense;
•
fluctuations, caused by stock price volatility, in the amount we spend to fund tax withholding and remittance obligations
related to the vesting and settlement of restricted stock units ("RSUs") as we continue to net settle such RSUs; and
•
our ability to anticipate and adapt to the changing internet business or macroeconomic conditions; and the other risks
and uncertainties described in this Annual Report on Form 10-K.
User metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those
metrics could harm our business, revenue and financial results.
We regularly review metrics, including the number of our active users and other measures to evaluate growth trends,
measure our performance and make strategic decisions. These metrics are calculated using internal company data and
have not been validated by an independent third party. While these numbers are based on what we currently believe to be
reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring how our
products are used across large populations globally. Our metrics calculations may be inaccurate, and we may not be able to
identify those inaccuracies. In the past, we have relied on other metrics that measure different activities, such as saving a
Pin, clicking, searching and other activities, as indicators of user growth and engagement. We have in the past
implemented, and may from time to time in the future implement, new methodologies for calculating these metrics, which
may result in the metrics changing or decreasing from prior periods or not being comparable to prior periods. Our metrics
may also differ from estimates published by third parties or from similarly titled metrics of our competitors due to
differences in methodology or data used.
Our MAU metrics may also be impacted by our information quality efforts, which are our overall efforts to reduce
malicious activity on our platform, including false, spam and malicious automation accounts in existence on our platform.
We make efforts to regularly deactivate false, spam and malicious automation accounts that violate our terms of service
and exclude these users from the calculation of our MAU metrics; however, we will not succeed in identifying and
removing all false, spam and malicious accounts from our platform. We are continually seeking to improve our ability to
estimate the total number of false, spam or malicious accounts and we intend to continue to make such improvements, but
there is no guarantee as to the accuracy of these estimates. In addition, users are not prohibited from having more than
one account on our platform, and we treat multiple accounts held by a single person as multiple users for purposes of
calculating our active users.
In addition, some of our user demographic data may be incomplete or inaccurate. For example, because users self-report
their date of birth, our age-demographic data may differ from users’ actual ages. In addition, our data regarding the
geographic location of users and revenue by user geography is estimated based on a number of factors, which may not
always accurately reflect the actual location and may be different depending on the metric we are calculating. For example,
if a user uses a proxy server or if there are other data limitations we may not be able to accurately reflect the user's actual
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location. If our metrics provide us with incorrect or incomplete information about users and their behavior, we may make
inaccurate conclusions about our business.
Our operations and financial condition could be adversely impacted if we are unable to obtain additional financing, if needed, or
if we default on our credit obligations.
We may require additional financing to maintain and grow our business. Our ability to obtain financing will depend on,
among other things, our development efforts, business plans, operating performance, investor demand and the condition
of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us
on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or
debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and
our existing stockholders may experience dilution or other adverse impacts. If our access to capital is restricted or our
borrowing costs increase as a result of developments in financial markets, our operations and financial condition could be
adversely impacted.
Our revolving credit facility provides our lenders with a first-priority lien against substantially all of our domestic assets, as
well as certain domestic intellectual property, and contains financial covenants and other restrictions on our actions that
may limit our operational flexibility or otherwise adversely affect our results of operations. It contains a number of
covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay
dividends, make redemptions and repurchases of stock, make investments, loans and acquisitions, incur liens, engage in
transactions with affiliates, merge or consolidate with other companies, sell material businesses or assets, or license or
transfer certain of our intellectual property. In addition, we are also required to maintain a minimum consolidated
leverage. Complying with these covenants may make it more difficult for us to successfully execute our business strategy
and compete against companies who are not subject to such restrictions.
If we fail to comply with the covenants under the revolving credit facility, lenders would have a right to, among other
things, terminate the commitments to provide additional loans under the facility, enforce any liens on collateral securing
the obligations under the facility, declare all outstanding loans and accrued interest and fees to be due and payable and
require us to post cash collateral to be held as security for any reimbursement obligations in respect of any outstanding
letters of credit issued under the facility. If any remedies under the facility were exercised, we may not have sufficient cash
or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could
immediately materially and adversely affect our business, cash flows, operations and financial condition. Even if we were
able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us.
Additionally, our revolving credit facility utilizes a Secured Overnight Financing Rate ("SOFR") or various alternative
methods set forth in our revolving credit facility to calculate the amount of accrued interest on any borrowings. If a
published U.S. dollar SOFR is unavailable, the interest rates on our debt indexed to SOFR will be determined using one of
the alternative methods, any of which could, if the revolver is drawn, result in interest obligations that are more than the
current form, which could have a material adverse effect on our financing costs.
We may have greater than anticipated tax liabilities, which could harm our business, revenue and financial results.
We operate in a number of tax jurisdictions globally, including in the United States at the federal, state and local levels, and
in many other countries, and plan to continue to expand the scale of our operations in the future. Thus, we are subject to
review and potential audit by a number of U.S. federal, state, local and non-U.S. tax authorities. Significant judgment is
required in determining our worldwide provision for income taxes and other tax liabilities. Further, tax authorities may
disagree with tax positions we take and challenge our tax positions. Successful unilateral or multi-jurisdictional actions by
various tax authorities, including in the context of our current or future corporate operating structure and third-party and
intercompany arrangements (including transfer pricing and the manner in which we develop, value and use our intellectual
property), may increase our worldwide effective tax rate, result in additional taxes or other costs or have other material
consequences, which could harm our business and financial results.
Although we do not currently incur significant tax costs due to our history of operating losses, our tax liabilities may
increase if our profitability increases in the future. In addition, our effective tax rate may change from year to year based
on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws and the applicable
tax rates in these jurisdictions (including future tax laws that may become material), tax treaties between countries, our
eligibility for benefits under those tax treaties and the valuation of deferred tax assets and liabilities. Such changes could
result in an increase in the effective tax rate applicable to all or a portion of our income, which would negatively affect our
financial results.
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Our ability to use or benefit from our net operating loss carryforwards and certain other tax attributes may be limited.
As of December 31, 2025, we had federal, California and other state net operating loss carryforwards of $2,160.6 million,
$554.3 million and $956.4 million, respectively. Our federal carryforwards do not expire. If not utilized, our California and
other state carryforwards will begin to expire in 2029 and 2026, respectively. Utilization of our net operating loss
carryforwards and other tax attributes, such as research and development tax credits, may be subject to annual limitations,
or could be subject to other limitations on utilization or benefit due to the ownership change limitations provided by
Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and other similar provisions.
Adverse global economic and financial conditions could harm our business and financial condition.
Adverse global economic and financial events, such as epidemics, pandemics and other public health emergencies, political,
social and economic instability, the ongoing situations in Ukraine and the Middle East, recession or fears of recession,
inflation, fluctuation in foreign exchange rate, supply chain issues, and inventory and labor shortages, have caused, and
could in the future, continue to cause disruptions and volatility in global financial markets. Such conditions have resulted in
or may result in, among other things, an adverse impact on the ability and willingness of companies to spend on advertising,
volatility in our stock price, and an adverse impact on the financial condition of the institutions with whom we hold
deposits or the credit quality of the issuers of our cash equivalents and marketable securities. In addition, since the
majority of our revenue is derived from advertisers within the U.S., economic conditions in the U.S. have a greater impact
on us.
We cannot guarantee that our stock repurchase program will be fully consummated or that it will enhance long-term stockholder
value.
Although our board of directors has authorized a stock repurchase program, the program does not require us to
repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. We cannot
guarantee that the program will be fully consummated, renewed or exhausted or that it will enhance long-term
stockholder value. The program could also affect the trading price of our stock and increase volatility, and any
announcement of a termination or change of this program may result in a decrease in the trading price of our stock. In
addition, any purchases made under this program would diminish our cash reserves.
Risks Related to Ownership of Our Class A common stock
The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our
capital stock prior to the completion of our initial public offering ("IPO"), including our co-founders, executive officers, employees
and directors, their affiliates, and all of our other pre-IPO stockholders (including those unaffiliated with any of our co-founders,
executive officers, employees or directors). This will limit or preclude your ability to influence corporate matters.
Our Class B common stock has twenty votes per share, and our Class A common stock has one vote per share. Because of
the 20-to-1 voting ratio between our Class B and Class A common stock, the holders of our outstanding Class B hold
approximately 73.2% of the voting power of our outstanding capital stock as of December 31, 2025. Because the holders
of our Class B common stock hold in the aggregate significantly more than a majority of the combined voting power of our
capital stock, such holders (which include our pre-IPO stockholders who have not converted their Class B common stock to
Class A common stock, including those holders unaffiliated with any of our executive officers, employees or directors)
control all matters submitted to our stockholders for approval. The holders of Class B common stock will no longer hold in
the aggregate over 50% of the voting power of our outstanding capital stock once the Class B common stock represents in
the aggregate less than approximately 4.76% of our outstanding capital stock.
As a result, for the foreseeable future, holders of our Class B common stock could have significant influence over the
management and affairs of our company and over the outcome of all matters submitted to our stockholders for approval,
including the election of directors and significant corporate transactions, such as a merger, consolidation or sale of
substantially all of our assets, even though their stock holdings were to represent in the aggregate less than 50% of the
outstanding shares of our capital stock. In addition, this may prevent or discourage unsolicited acquisition proposals or
offers for our capital stock that you may feel are in your best interest as one of our stockholders. These holders of our
Class B common stock may have interests that differ from yours and may vote in a way with which you disagree and which
may be adverse to your interests. This control may adversely affect the trading price of our Class A common stock. Despite
no longer being employed by us, Paul Sciarra and Benjamin Silbermann, two of our co-founders, remain able to exercise
significant voting power.
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Transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock,
except certain transfers to entities, including certain charities and foundations, to the extent the transferor retains sole
dispositive power and exclusive voting control with respect to the shares of Class B common stock, and certain other
transfers described in our amended and restated certificate of incorporation. In addition, all shares of Class B common
stock will automatically convert into shares of Class A common stock on (i) the seven-year anniversary of the closing date
of our IPO, except with respect to shares of Class B common stock held by any holder that continues to beneficially own at
least 50% of the number of shares of Class B common stock that such holder beneficially owned immediately prior to
completion of our IPO, and (ii) a date that is between 90 to 540 days, as determined by the board of directors, after the
death or permanent incapacity of Mr. Silbermann. Conversions of Class B common stock to Class A common stock have
already had and will continue to have the effect, over time, of increasing the relative voting power of those holders of Class
B common stock who retain their shares in the long term.
Our dual class structure may depress the trading price of our Class A common stock.
We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A
common stock or in adverse publicity or other adverse consequences. For example, certain index providers have
restrictions on including companies with multiple-class share structures in certain of their indices. In addition, several
stockholder advisory firms and institutional investors have announced their opposition to the use of multiple class
structures. As a result, the dual class structure of our common stock may cause institutional investors to vote against our
director nominees and may cause stockholder advisory firms to publish negative commentary about our corporate
governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals
or otherwise seek to cause us to change our capital structure. Any such exclusion from indices or any actions or
publications by institutional investors or stockholder advisory firms critical of our corporate governance practices or
capital structure could adversely affect the value and trading market of our Class A common stock.
The trading price of our Class A common stock has been and may continue to be volatile, and you could lose all or part of
your investment.
The trading price of our Class A common stock has been, and is likely to continue to be volatile and could be subject to
fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to
lose all or part of your investment in our Class A common stock since you might be unable to sell your shares at or above
the price you paid. Factors that could cause fluctuations in the trading price of our Class A common stock include
the following:
•
price and volume fluctuations in the overall stock market from time to time;
•
volatility in the trading prices and trading volumes of technology stocks;
•
changes in operating performance and stock market valuations of other technology companies generally, or those in our
industry in particular;
•
sales, or anticipated sales, of shares of our Class A common stock by us or our stockholders, including when
stockholders sell shares of our Class A common stock into the market to cover taxes due upon the settlement of RSUs or
the exercise of stock options, or conversions, or anticipated conversions, of a substantial number of shares of our Class
B common stock by our stockholders;
•
actions and investment positions taken by institutional and other stockholders, including activist investors;
•
failure by industry or securities analysts to maintain coverage of us, downgrade of our Class A common stock by
analysts or provision of a more favorable recommendation of our competitors;
•
failure by analysts to regularly publish research reports or the publication of an unfavorable or inaccurate report about
our business;
•
changes by external analysts to their financial and operating estimates for our company or our performance relative to
third parties' estimates or the expectations;
•
forward-looking financial or operating information or financial projections we may provide to the public, any changes in
that information or projections or our failure to meet projections;
•
any indebtedness we may incur in the future;
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•
whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and
the significant voting control of holders of our Class B common stock;
•
announcements by us or our competitors of new products, features, services, technical innovations, acquisitions,
strategic partnerships, joint ventures or capital commitments;
•
announcements by advertisers on our platform regarding their advertising strategy and results of operations, and the
public's reaction to those announcements;
•
announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or level
of engagement, or those of our competitors;
•
the public’s perception of the quality and accuracy of our key metrics on our user base and engagement;
•
the public’s reaction to our press releases, other public announcements and filings with the SEC;
•
rumors and market speculation involving us or other companies in our industry;
•
actual or anticipated fluctuations in our user growth, retention, engagement, revenue or other operating results;
•
actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
•
litigation involving us, our industry, or both, or investigations by regulators and other third parties into our operations or
those of our competitors;
•
developments or disputes concerning our intellectual property or other proprietary rights;
•
developments or disputes concerning our culture or other inclusion practices and initiatives or the inability to address
any workplace culture related issues;
•
announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;
•
existing, new and evolving regulations, both in the U.S. and internationally;
•
changes in accounting standards, policies, guidelines, interpretations or principles;
•
any significant changes in our management;
•
stakeholder dissatisfaction if we are unable to meet stakeholders' expectations and requirements or our publicly
announced goals around environmentally friendly, ethical, socially conscious, and sustainable business practices
or disclosures;
•
adoption and trading under a stock repurchase program;
•
macroeconomic events that are beyond our control, including tariffs and related retaliatory actions and other trade
protection measures; and
•
general economic conditions and slow or negative growth of our markets.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to
affect the market prices of equity securities of many technology companies. Stock prices of many technology companies,
including ours, have fluctuated in a manner that may be unrelated or disproportionate to the financial performance of such
companies. Following periods of volatility in the overall market and the market price of a particular company’s securities,
securities class action and derivative litigation has often been instituted against these companies, including against us.
Such litigation could result in substantial costs and a diversion of our management’s attention and resources. Further,
when our revenue, users or operating results fall below the expectations of investors or securities analysts or below any
guidance we may provide to the market, the price of our Class A common stock has declined and could likely decline in
the future.
Future offerings of debt or equity securities by us or existing stockholders may adversely affect the market price of our Class A
common stock.
In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional capital
stock or offering debt or other securities, including commercial paper, medium-term notes, senior or subordinated notes,
debt securities convertible into equity or shares of preferred stock. Future acquisitions could also require substantial
additional capital in excess of cash from operations.
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Issuing additional shares of capital stock or other securities, including securities convertible into equity, may dilute the
economic and voting rights of our existing stockholders, reduce the market price of our Class A common stock or both.
Upon liquidation, holders of debt securities and preferred shares, if issued, and lenders with respect to other borrowings
would receive a distribution of our available assets prior to the holders of our common stock. Debt securities convertible
into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the
number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to
liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to
the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions
and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. In
addition, the large number of shares of our common stock eligible for public sale or subject to rights requiring us to register
them for public sale could depress the market price of our Class A common stock. The market price of our Class A common
stock could decline as a result of sales of a large number of shares of our Class A common stock in the market, and the
perception that these sales could occur may also depress the market price of our Class A common stock. As a result,
holders of our Class A common stock bear the risk that our future offerings or future sales of shares may reduce the
market price of our Class A common stock and dilute their stockholdings in our company.
Additional stock issuances, including in connection with settlement of equity awards, could result in significant dilution to
our stockholders.
Future issuances of shares of our Class A common stock or the conversion of a substantial number of shares of our Class B
common stock to Class A common stock, or the perception that these sales or conversions may occur, could depress the
market price of our Class A common stock and result in significant dilution for holders of our Class A common stock.
Additionally, our 2019 Omnibus Incentive Plan (the "2019 Plan") contains an evergreen provision which automatically
increases on the first day of each fiscal year through and including January 1, 2029, the number of shares of our Class A
common stock reserved for issuance under the plan by five percent of the total number of shares of our Class A common
stock and our Class B common stock outstanding, or a lesser number determined by our board of directors. We currently
have shares of Class A common stock that will be issued upon settlement of outstanding stock options, RSUs, or restricted
stock awards ("RSAs"). For more information, see “Notes to Financial Statements”. As of December 31, 2025, we had
5,847,078,925 shares of authorized but unissued Class A common stock that are currently not reserved for issuance under
our equity incentive plans or charitable giving program. We may issue all of these shares of Class A common stock without
any action or approval by our stockholders, subject to certain exceptions. We also intend to continue to evaluate
acquisition opportunities and may issue Class A common stock or other securities in connection with these acquisitions.
Any common stock issued in connection with our equity incentive plans, acquisitions, the exercise of outstanding stock
options, settlement of RSUs and RSAs or otherwise would dilute the percentage ownership held by our Class A
common stockholders.
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could
make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our Class A common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (the
“DGCL”) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination
with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a
change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of
incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more
difficult, including the following:
•
our dual class common stock structure, which provides our holders of Class B common stock with the ability to
significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a
majority of the shares of our outstanding common stock;
•
our board of directors is classified into three classes of directors with staggered three-year terms and directors are only
able to be removed from office for cause;
•
certain amendments to our amended and restated certificate of incorporation will require the approval of 66
⅔
% of the
then-outstanding voting power of our capital stock;
•
approval of 66
⅔
% of the then-outstanding voting power of our capital stock, voting as a single class, is required for
stockholders to amend or adopt any provision of our bylaws;
•
our stockholders can take action only at a meeting of stockholders and not by written consent;
Part I
41
•
vacancies on our board of directors can be filled only by our board of directors and not by stockholders;
•
no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for
cumulative voting, which limits the ability of minority stockholders to elect director candidates;
•
only our chairman of the board of directors, our chief executive officer, our president or another officer selected by a
majority of the board of directors are authorized to call a special meeting of stockholders;
•
certain litigation against us can only be brought in Delaware;
•
nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder
approval of the authorized but unissued shares of our Class A common stock;
•
our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may
be established and shares of which may be issued, without the approval of the holders of our capital stock; and
•
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters
before an annual meeting of stockholders.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our
company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect
directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain
circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock,
and could also affect the price that some investors are willing to pay for our Class A common stock.
Our amended and restated certificate of incorporation designates a state or federal court located within the State of Delaware as
the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to
choose the judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an
alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other
employees to us or our stockholders, (iii) any action arising pursuant to any provision of the DGCL, or as to which the
DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any other action asserting a claim that
is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of
Chancery does not have jurisdiction, any state or federal district court in the state of Delaware), in all cases subject to the
court’s having jurisdiction over indispensable parties named as defendants. Nothing in our amended and restated
certificate of incorporation precludes stockholders that assert claims under the Securities Act or Exchange Act from
bringing such claims in federal court, subject to applicable law.
Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and
consented to this provision. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial
forum of its choosing. If a court were to find the exclusive forum provision in our amended and restated certificate of
incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the
dispute in other jurisdictions, which could harm our results of operations.
Part I
42
Item 1B. Unresolved staff comments
None.
Item 1C. Cybersecurity
Item 1C: Cybersecurity
In the ordinary course of our business, we receive, process, use, store, and share digitally large amounts of data, including
user data as well as confidential, sensitive, proprietary, and personal information. Maintaining the integrity and availability
of our information technology systems and this information, as well as appropriate limitations on access and
confidentiality of such information, is important to our operations and business strategy. To this end, we have
implemented a program designed to assess, identify and manage risks from potential unauthorized occurrences on or
through our information technology systems that may result in adverse effects on the confidentiality, integrity, and
availability of these systems and the data residing in them. Our cybersecurity program is informed in part by industry
standards and best practice, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity
Framework.
The program is managed and monitored by a dedicated security team, which is led by our Chief Security Officer and
includes mechanisms, controls, technologies, systems, policies and other processes designed to prevent or mitigate data
loss, theft, misuse or other security incidents or vulnerabilities affecting the systems and data residing in them. For
example, we conduct risk-based penetration and vulnerability testing and ongoing risk assessments, including due
diligence prior to engagement on and ongoing risk-based periodic audits of our key technology vendors and other
contractors and suppliers. We also conduct employee trainings on cyber and information security, among other topics. In
addition, we consult with outside advisors and experts to assist with assessing, identifying and managing cybersecurity
risks, including to anticipate future threats and trends, and their impact on the Company’s risk environment.
Our Chief Security Officer, who reports directly to the Chief Technology Officer and has over 25 years of experience
managing information technology and cybersecurity matters, including more than six years at Pinterest, together with our
Privacy and Data Protection Team, are responsible for assessing and managing cybersecurity risks. We consider
cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework.
Since the beginning of the last fiscal year, we have not identified any prior cybersecurity incidents that have materially
affected us, but we face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially
affect us. Additional information on cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors,” under the
heading “Risks Related to Data, Security and Privacy.”
The Board of Directors, as a whole and at the committee level, has oversight for the most significant risks facing us and for
our processes to identify, prioritize, assess, manage, and mitigate those risks. The Audit and Risk Committee, which is
comprised solely of independent directors, has been designated by our Board to oversee cybersecurity risks. The Audit
and Risk Committee receives regular updates on cybersecurity and information technology matters and related risk
exposures from our Chief Security Officer as well as other members of the senior leadership team. The Board also receives
periodic updates from management and the Audit and Risk Committee on cybersecurity risks.
Part I
43
Item 2. Properties
Facilities
Our corporate headquarters is located in San Francisco, California, where we occupy approximately 120,000 square feet
of leased office space, excluding leases we have ceased to use. As of December 31, 2025, we maintained offices in various
locations in the United States and internationally totaling approximately 604,000 square feet. We believe that our
facilities are sufficient for our existing needs.
Item 3. Legal proceedings
We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, claims,
investigations and government inquiries arising in the ordinary course of our business, including legal proceedings, claims,
investigations and government inquiries involving intellectual property, data privacy and data protection, privacy and
other torts, illegal or objectionable content, consumer protection, securities, corporate governance, employment,
workplace culture, contractual rights, civil rights infringement, false or misleading advertising or other legal claims relating
to content or information that is provided to us or published or made available on our service. This risk is enhanced in
certain jurisdictions outside of the U.S. where our protection from liability for content published on our platform by third
parties may be unclear and where we may be less protected under local laws than we are in the U.S.
For information on certain litigation we are involved in, see "Legal Matters" in Note 6 of the accompanying notes to our
consolidated financial statements, which is incorporated herein by reference.
Although the results of the actual and threatened legal proceedings, claims, investigations and government inquiries in
which we currently are involved cannot be predicted with certainty, we do not believe that there is a reasonable possibility
that the final outcome of these matters will have a material adverse effect on our business or financial results. Regardless
of the final outcome, however, litigation can have an adverse impact on us because of defense and settlement costs,
diversion of management resources, harm to our reputation and brand and other factors.
Item 4 - Mine safety disclosures
Not applicable.
Part I
44
Part II
Item 5. Market for registrant's common
equity, related stockholder matters and
issuer purchases of equity securities
Market information for common stock
Our Class A common stock, par value $0.00001 per share, is listed on the New York Stock Exchange, under the symbol
“PINS” and began trading on April 18, 2019. Prior to that date, there was no public trading market for our Class A common
stock. There is no public trading market for our Class B common stock, par value $0.00001 per share.
Holders of record
As of February 6, 2026, there were 100 stockholders of record of our Class A common stock and 38 stockholders of record
of our Class B common stock. The actual number of holders of our Class A and Class B common stock is greater than the
number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name
by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose
shares may be held in trust by other entities.
Dividend policy
We have never declared or paid dividends on our capital stock and do not intend to pay any dividends in the foreseeable
future. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to
applicable laws, and will depend on then existing conditions, including our financial condition, operating results, capital
requirements, general business conditions and other factors that our board of directors may deem relevant. In addition,
the terms of our revolving credit facility place certain limitations on the amount of dividends we can pay, even if no
amounts are currently outstanding.
Purchases of equity securities by issuer
The following table shows information about our purchases of equity securities that are registered pursuant to Section 12
of the Securities Exchange Act of 1934 for the three months ended December 31, 2025:
Period
Total
number of shares
purchased
(1)
Average price paid
per share
(2)
Total number of
shares purchased
as part of publicly
announced plans
or programs
(3)
Approximate
dollar value of
shares that may
yet be purchased
under publicly
announced plans
or programs
October 1 - October 31, 2025
3,172,749 $
31.85
3,140,751
1,372,788,677
November 1 - November 30, 2025
14,786,360 $
27.05
14,786,360
972,788,686
December 1 - December 31, 2025
— $
—
—
972,788,686
Total
17,959,109
17,927,111
(1)
We withheld shares from employees to satisfy tax withholding obligations on release of restricted stock awards. The value of the
common stock was based on the closing price of our Class A common stock on the vesting date.
45
(2)
Average price paid per share includes costs associated with repurchases and excludes $3.3 million excise tax resulting from the
Inflation Reduction Act of 2022.
(3)
On November 5, 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A common
stock. Refer to Note 8 to our consolidated financial statements for further information on our stock repurchase program.
Stock performance graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into
any filing of Pinterest, Inc. under the Securities Act of 1933, as amended, or the Exchange Act.
The following graph shows a comparison of the cumulative total return for our Class A common stock, the Standard &
Poor's 500 Stock Index (S&P 500 Index) and the Nasdaq CTA Internet Index (QNET Index) for the five years ended
December 31, 2025. The graph assumes $100 was invested in our Class A common stock and in each index on the last
trading day for the year ended December 31, 2020 and assumes the reinvestment of all dividends. The stock price
performance of the following graph is not necessarily indicative of future stock price performance.
Item 6. [Reserved]
Not applicable.
Part II
46
Item 7. Management's discussion and
analysis of financial condition and results
of operations
The following discussion and analysis of our financial condition and results of operations should be read together with our
consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report on
Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
Our actual results could differ materially from these forward-looking statements as a result of many factors, including those
discussed in “Risk Factors” and “Note About Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2025 compared to
the year ended December 31, 2024 is presented below. A discussion regarding our financial condition and results of operations
for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended
December 31, 2024.
Overview of 2025 results
Our key financial and operating results as of and for the year ended December 31, 2025 are as follows:
•
Revenue was $4,221.8 million, an increase of 16% on a reported and 15% on a constant currency basis compared to
2024.
•
MAUs were 619 million, an increase of 12% compared to December 31, 2024.
•
Share-based compensation expense was $880.5 million, an increase of $114.7 million compared to 2024.
•
Income from operations was $319.9 million, an increase of $140.1 million compared to 2024.
•
Net income was $416.9 million and Adjusted EBITDA was $1,270.0 million.
•
Net cash provided by operating activities was $1,284.3 million and free cash flow was $1,251.9 million.
•
Cash, cash equivalents and marketable securities were $2,467.2 million.
•
Headcount was 5,265.
Part II
47
Trends in user metrics
Monthly Active Users.
We define an MAU as an authenticated Pinterest user who visits our website, opens our mobile
application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once
during the 30-day period ending on the date of measurement. The number of MAUs does not include Shuffles users unless
they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the
current period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the
current period and the last day prior to the beginning of the current period. MAUs are the primary metric by which we
measure the scale of our active user base.
Quarterly monthly active users
(in millions)
Global
498
518
522
537
553
570
578
600
619
Q4'23
Q1'24
Q2'24
Q3'24
Q4'24
Q1'25
Q2'25
Q3'25
Q4'25
0
150
300
450
600
750
Note: U.S. and Canada, Europe and Rest of World may not sum to Global due to rounding. Europe includes Russia and Turkey for our reporting of Revenue,
MAUs and ARPU by geographic region.
Part II
48
A portion of our MAUs visit Pinterest on a weekly basis. We define a weekly active user (“WAU”) as an authenticated
Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser
or site extensions, such as the Save button, at least once during the seven-day period ending on the date of measurement.
As of December 31, 2025, the proportion of WAUs to MAUs, which has stayed relatively consistent over time, was 62%.
As of December 31, 2025, global MAUs increased compared to December 31, 2024, primarily due to our ongoing
investments in relevance and personalization.
Part II
49
Trends in monetization metrics
Revenue.
We calculate revenue by user geography based on our estimate of the geographic location of our users when they
perform a revenue-generating activity. The geography of our users affects our revenue and financial results because we
currently only monetize certain countries and currencies and because we monetize different geographies at different
average rates. Our revenue in U.S. and Canada and, to a lesser extent, Europe is higher primarily due to the relative size
and maturity of the digital advertising markets in these geographies.
Quarterly revenue
(in millions)
Global
$981
$740
$854
$898
$1,154
$855
$998
$1,049
$1,319
Q4'23
Q1'24
Q2'24
Q3'24
Q4'24
Q1'25
Q2'25
Q3'25
Q4'25
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
Note: Revenue by geography in the charts above is geographically apportioned based on our estimate of users' geographic location when they
perform a revenue-generating activity. This allocation differs from our disclosure of revenue disaggregated by geography in the notes to our
consolidated financial statements where revenue is geographically apportioned based on our customers’ billing addresses. U.S. and Canada, Europe
and Rest of World may not sum to Global and quarterly amounts may not sum to annual due to rounding.
Part II
50
Average Revenue per User.
We measure monetization of our platform through our ARPU metric. We define ARPU as our
total revenue in a given geography during a period divided by average MAUs in that geography during the period. We
calculate ARPU by geography based on our estimate of the geography in which revenue
-
generating activities occur. We
present ARPU on a U.S. and Canada, Europe and Rest of World basis because we currently monetize users in different
geographies at different average rates. Our ARPU in U.S. and Canada and, to a lesser extent, Europe is higher primarily due
to the relative size and maturity of the digital advertising markets in these geographies.
Quarterly average revenue per user
Global
$2.00
$1.46
$1.64
$1.70
$2.12
$1.52
$1.74
$1.78
$2.16
Q4'23
Q1'24
Q2'24
Q3'24
Q4'24
Q1'25
Q2'25
Q3'25
Q4'25
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
For the year ended December 31, 2025, global ARPU was $7.21, which represents an increase of 4% compared to the year
ended December 31, 2024. For the year ended December 31, 2025, U.S. and Canada ARPU was $30.84, an increase of 6%,
Europe ARPU was $5.12, an increase of 21%, and Rest of World ARPU was $0.83, an increase of 40% compared to the year
ended December 31, 2024.
We use MAUs and ARPU to assess the growth and health of the overall business and believe that these metrics best reflect
our ability to attract, retain, engage and monetize our users, and thereby drive revenue.
Part II
51
Non-GAAP financial measures
To supplement our consolidated financial statements presented in accordance with generally accepted accounting
principles in the United States ("GAAP"), we consider certain non-GAAP financial measures, as described below.
We use Adjusted EBITDA to evaluate our operating results and for financial and operational decision-making purposes.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based
compensation expense, payroll tax expense related to share-based compensation, interest income (expense), net, other
income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or non-cash items
impacting net income (loss) that we do not consider indicative of our ongoing business performance. We believe Adjusted
EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and
expenses that it excludes.
We use constant currency revenue to evaluate our operating and financial results. We calculate constant currency
revenue by translating our current period revenue using the corresponding prior period’s monthly exchange rates for
currencies other than the U.S. dollar. We believe constant currency revenue provides useful information to investors
because it excludes the effects of foreign currency volatility that are not indicative of our core operating results.
We present free cash flow because we believe it provides useful information to investors about the amount of cash
generated from operations, after purchases of property and equipment, that can be used to strengthen our balance sheet
or invest in our business among other things. We define free cash flow as net cash provided by operating activities less
purchases of property and equipment. Free cash flow is not intended to represent our residual cash flow available for
discretionary expenditures.
We present these non-GAAP financial measures because we believe they provide useful information about our operating
results, enhance the overall understanding of our past performance and future prospects, and allow for greater
transparency with respect to key metrics we use for financial and operational decision-making. We present these non-
GAAP financial measures to assist investors in seeing our operating results through the eyes of management and because
we believe that these measures provide an additional tool for investors to use in comparing our core business operating
results over multiple periods with other companies in our industry.
Adjusted EBITDA, constant currency revenue and free cash flow should not be considered in isolation from, or as a
substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the
use of these non-GAAP financial measures rather than net income (loss), revenue and net cash provided by operations, the
nearest GAAP equivalents. For example,
•
Adjusted EBITDA excludes:
•
certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible
assets, although these assets may have to be replaced in the future; and
•
share-based compensation expense and related payroll tax expense, which have been and will continue to be for the
foreseeable future, significant recurring expenses and an important part of our compensation strategy.
•
Constant currency revenue excludes the effect of changes in foreign currency exchange rates, which have an actual
effect on our operating results; and
•
Free cash flow does not reflect our future contractual commitments arising from purchases of property and equipment.
In addition, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP, and
may differ from similarly titled measures used by other companies (if used at all), which reduces their usefulness as
comparative measures.
Because of these limitations, you should consider these non-GAAP financial measures alongside other financial
performance measures, and our other financial results presented in accordance with GAAP.
Part II
52
Adjusted EBITDA
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure
calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands):
Year Ended December 31,
2025
2024
2023
Net income (loss)
$
416,855 $
1,862,106 $
(35,610)
Depreciation and amortization
25,151
21,266
21,509
Share-based compensation
880,463
765,795
647,860
Payroll tax expense related to share-based compensation
(1)
30,984
30,787
24,131
Interest (income) expense, net
(110,493)
(127,003)
(105,439)
Other (income) expense, net
(15,514)
19,215
(3,799)
Provision for (benefit from) income taxes
(2)
29,035
(1,574,501)
19,170
Legal settlement
(3)
—
34,650
—
Restructuring charges
—
—
126,882
Non-cash charitable contributions
13,495
—
12,890
Adjusted EBITDA
$
1,269,976 $
1,032,315 $
707,594
(1)
We began excluding payroll tax expense related to share-based compensation from Adjusted EBITDA in the fourth quarter of 2024 because
these taxes are variable due to our stock price and other factors outside our control and therefore are not reflective of our ongoing business
operations or the underlying trends in our business. Accordingly, although payroll tax expense related to share-based compensation is a cash
expense that we will continue to incur in the future, we believe excluding this expense provides investors with a better understanding of the
performance of our core business and serves as a tool for investors to use in comparing our core business operating results over multiple
periods with other companies in our industry. Prior period amounts have been restated to conform to this presentation.
(2)
Provision for (benefit from) income taxes includes $1,597.0 million related to the release of our valuation allowance on our U.S. federal and
state, excluding California, deferred tax assets during the fourth quarter of 2024. Refer to Note 10 to our consolidated financial statements for
further information.
(3)
On November 1, 2024, we reached a settlement to resolve pending litigation relating to allegations concerning the early development of
Pinterest. We recorded legal settlement expense of $34.7 million, net of insurance proceeds, for the year ended December 31, 2024, which we
have excluded from Adjusted EBITDA because it is non-recurring and not reflective of our ongoing business operations or the underlying
trends in our business.
Constant currency revenue
The following table presents revenue and period-over-period changes on an as reported and constant currency basis (in
thousands, except percentages):
Year Ended December 31,
% Change
2025
2024
As Reported
Constant
Currency
(1)
Revenue
$
4,221,767
$
3,646,166
16%
15%
(1)
On a constant currency basis, revenue for the year ended December 31, 2025 was $4,205.3 million due to a $16.5 million favorable impact of
changes in foreign exchange rates.
Part II
53
Free cash flow
The following table presents a reconciliation of net cash flows provided by operating activities, the most directly
comparable financial measure calculated and presented in accordance with GAAP, to free cash flow (in thousands):
Year Ended December 31,
2025
2024
2023
Reconciliation of free cash flow
Net cash provided by operating activities
$
1,284,264
$
964,594
$
612,961
Less:
Purchases of property and equipment
(32,375)
(24,606)
(8,063)
Free cash flow
$
1,251,889
$
939,988
$
604,898
Part II
54
Components of results of operations
Revenue.
We generate revenue by delivering ads on our website and mobile application. Advertisers purchase ads directly
with us or through their relationships with advertising agencies. We recognize revenue only after transferring control of
promised goods or services to customers, which occurs when a user clicks on an ad contracted on a cost per click ("CPC")
basis, views an ad contracted on a cost per thousand impressions ("CPM") basis or cost per day ("CPD") basis or views a
video ad contracted on a cost per view ("CPV") basis. We recognize revenue over the service period for ads contracted on a
CPD basis, which do not contain minimum impression guarantees.
Cost of Revenue.
Cost of revenue consists primarily of expenses associated with the delivery of our service, including the
cost of hosting our website and mobile application. Cost of revenue also includes personnel-related expense, including
salaries, benefits and share-based compensation for employees on our operations teams, payments associated with
partner arrangements, credit card and other transaction processing fees, amortization of acquired intangible assets and
allocated facilities and other supporting overhead costs.
Research and development.
Research and development consists primarily of personnel-related expense, including salaries,
benefits and share-based compensation for our engineers and other employees engaged in the research and development
of our products, and allocated facilities and other supporting overhead costs.
Sales and marketing.
Sales and marketing consists primarily of personnel-related expense, including salaries, commissions,
benefits and share-based compensation for our employees engaged in sales, sales support, marketing, and customer
service functions, advertising and promotional expenditures, services provided by third-party resellers, professional
services, amortization of acquired intangible assets and allocated facilities and other supporting overhead costs. Our
marketing efforts also include user- and advertiser-focused marketing expenditures.
General and administrative.
General and administrative consists primarily of personnel-related expense, including salaries,
benefits and share-based compensation for our employees engaged in finance, legal, human resources and other
administrative functions, professional services, including outside legal and accounting services, charitable contributions
and allocated facilities and other supporting overhead costs.
Interest and other income (expense), net.
Interest and other income (expense), net consists primarily of interest earned on
our cash equivalents and marketable securities and foreign currency exchange gains and losses.
Provision for (benefit from) income taxes.
Provision for (benefit from) income taxes consists primarily of income taxes in
foreign jurisdictions and U.S. federal and state income taxes.
Adjusted EBITDA.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization
expense, share-based compensation expense, payroll tax expense related to share-based compensation, interest income
(expense), net, other income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or
non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. See
“Non-GAAP Financial Measures” for more information and for a reconciliation of net income (loss), the most directly
comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
Part II
55
Results of operations
The following tables set forth our consolidated statements of operations data (in thousands):
Year Ended December 31,
2025
2024
2023
Revenue
$
4,221,767 $
3,646,166 $
3,055,071
Costs and expenses
(1)
:
Cost of revenue
841,521
750,355
688,760
Research and development
1,427,447
1,240,564
1,068,416
Sales and marketing
1,166,705
1,011,772
911,166
General and administrative
466,211
463,658
512,407
Total costs and expenses
3,901,884
3,466,349
3,180,749
Income (loss) from operations
319,883
179,817
(125,678)
Interest income (expense), net
110,493
127,003
105,439
Other income (expense), net
15,514
(19,215)
3,799
Income (loss) before provision for (benefit from) income taxes
445,890
287,605
(16,440)
Provision for (benefit from) income taxes
29,035
(1,574,501)
19,170
Net income (loss)
$
416,855 $
1,862,106 $
(35,610)
Adjusted EBITDA
(2)
$
1,269,976 $
1,032,315 $
707,594
(1)
Includes share-based compensation expense as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Cost of revenue
$
19,541 $
14,836 $
11,117
Research and development
567,571
497,442
422,964
Sales and marketing
149,565
122,149
96,798
General and administrative
143,786
131,368
116,981
Total share-based compensation
$
880,463 $
765,795 $
647,860
(2)
See “Non-GAAP Financial Measures” for more information and for a reconciliation of net income (loss), the most directly comparable
financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
The following table sets forth our consolidated statements of operations data (as a percentage of revenue):
Year Ended December 31,
2025
2024
2023
Revenue
100%
100%
100%
Costs and expenses:
Cost of revenue
20
21
23
Research and development
34
34
35
Sales and marketing
28
28
30
General and administrative
11
13
17
Total costs and expenses
92
95
104
Income (loss) from operations
8
5
(4)
Interest income (expense), net
3
3
3
Other income (expense), net
—
(1)
—
Income (loss) before provision for (benefit from) income taxes
11
8
(1)
Provision for (benefit from) income taxes
1
(43)
1
Net income (loss)
10%
51%
(1%)
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56
Years Ended December 31, 2025 and 2024
Revenue
Year Ended December 31,
2025
2024
% change
(in thousands)
Revenue
$
4,221,767
$
3,646,166
16%
Revenue for the year ended December 31, 2025 increased by $575.6 million compared to the year ended December 31,
2024, primarily due to growth in demand from our conversion and awareness objectives. Revenue increased 16% on a
reported and 15% on a constant currency basis compared to 2024. Revenue growth was primarily driven by a 4% increase
in ARPU supported by an 11% increase in average MAUs for the year ended December 31, 2025 compared to the year
ended December 31, 2024. The number of advertisements served increased by 49% while the price of advertisements
decreased by 22% compared to the year ended December 31, 2024.
Revenue based on our estimate of the geographic location of our users increased by 10% in the U.S. and Canada to
$3,173.1 million, Europe revenue increased by 31% to $775.0 million and Rest of World revenue increased by 62% to
$273.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Cost of revenue
Year Ended December 31,
2025
2024
% change
(in thousands)
Cost of revenue
$
841,521
$
750,355
12%
Percentage of revenue
20%
21%
Cost of revenue for the year ended December 31, 2025 increased by $91.2 million compared to the year ended December
31, 2024. The increase was primarily due to increased users and engagement.
Research and development
Year Ended December 31,
2025
2024
% change
(in thousands)
Research and development
$ 1,427,447
$ 1,240,564
15%
Percentage of revenue
34%
34%
Research and development for the year ended December 31, 2025 increased by $186.9 million compared to the year
ended December 31, 2024. The increase was primarily due to an 18% increase in personnel expenses due to higher
headcount, a $70.1 million increase in share-based compensation expense and a $10.8 million increase in allocated
facilities costs.
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57
Sales and marketing
Year Ended December 31,
2025
2024
% change
(in thousands)
Sales and marketing
$ 1,166,705
$ 1,011,772
15%
Percentage of revenue
28%
28%
Sales and marketing for the year ended December 31, 2025 increased by $154.9 million compared to the year ended
December 31, 2024. The increase was primarily due to a 19% increase in personnel expenses due to higher headcount, a
$27.4 million increase in share-based compensation expense, a $23.9 million increase in outsourced services costs, a $12.6
million increase in marketing expenses and a $9.7 million increase in allocated facilities costs.
General and administrative
Year Ended December 31,
2025
2024
% change
(in thousands)
General and administrative
$
466,211
$
463,658
1%
Percentage of revenue
11%
13%
General and administrative for the year ended December 31, 2025 increased by $2.6 million compared to the year ended
December 31, 2024. The increase was primarily due to a 10% increase in personnel expenses due to higher headcount,
$13.5 million in non-cash charitable contributions and a $12.4 million increase in share-based compensation expense,
offset by a $34.7 million legal settlement, net of insurance proceeds, in 2024 and a decrease in outsourced services costs.
Interest and other income (expense), net
Year Ended December 31,
2025
2024
% change
(in thousands)
Interest income (expense), net
$
110,493
$
127,003
(13%)
Other income (expense), net
15,514
(19,215)
181%
Interest and other income (expense), net
$
126,007
$
107,788
17%
Interest and other income (expense), net for the year ended December 31, 2025 increased by $18.2 million compared to
the year ended December 31, 2024. The increase was primarily due to higher foreign currency exchange gains offset by
lower returns on our cash equivalents and marketable securities as a result of lower interest rates.
Provision for (benefit from) income taxes
Year Ended December 31,
2025
2024
% change
(in thousands)
Provision for (benefit from) income taxes
$
29,035
$ (1,574,501)
NM
NM = Not meaningful
The provision for income taxes for the year ended December 31, 2025 was $29.0 million, as compared to a benefit from
income taxes of $1,574.5 million for the year ended December 31, 2024. The tax benefit during the year ended December
31, 2024 was primarily due to the release of our valuation allowance on our U.S. federal and state, excluding California,
deferred tax assets.
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58
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The legislation includes provisions that
allow for the immediate expensing of domestic U.S. research and development expenses and other changes to the U.S.
taxation of profits derived from foreign operations. The provisions of the OBBBA have multiple effective dates from 2025
through 2027. The changes effective in 2025 are included in our provision for income taxes for the year ended December
31, 2025 and were not material. We are currently evaluating the impact of the legislation on our consolidated financial
statements for future periods.
Given our current and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive
evidence may become available to allow us to determine that the valuation allowance recorded against our Ireland
deferred tax assets could be released within the next twelve months. The reversal would result in the recognition of
Ireland deferred tax assets and a corresponding income tax benefit in the period the release is recorded. However, the
exact timing and amount of the valuation allowance release are subject to change based on our actual operating results.
Net income and adjusted EBITDA
Year Ended December 31,
2025
2024
% change
(in thousands)
Net income
$
416,855
$
1,862,106
(78%)
Adjusted EBITDA
$
1,269,976
$
1,032,315
23%
Net income for the year ended December 31, 2025 was $416.9 million, as compared to $1,862.1 million for the year ended
December 31, 2024. Adjusted EBITDA was $1,270.0 million for the year ended December 31, 2025, as compared to
$1,032.3 million for the year ended December 31, 2024, due to the factors described above. See “Non-GAAP Financial
Measures” for more information and for a reconciliation of net income (loss), the most directly comparable financial
measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
Liquidity and capital resources
We finance our operations primarily through payments received from our customers. Our primary uses of cash are
personnel-related costs and the cost of hosting our website and mobile application. As of December 31, 2025, we had
$2,467.2 million in cash, cash equivalents and marketable securities. Our cash equivalents and marketable securities are
primarily invested in short-duration fixed income securities, including government and investment-grade corporate debt
securities and money market funds. As of December 31, 2025, $216.2 million of our cash and cash equivalents was held by
our foreign subsidiaries.
In October 2022, we replaced the $500.0 million revolving credit facility entered into in November 2018 with an amended
and restated five-year $400.0 million revolving credit facility (the “2022 revolving credit facility”) that contained an
accordion option which, if exercised, would allow us to increase the aggregate commitments by up to $405.0 million
provided we are able to secure additional lender commitments and satisfy certain other conditions.
In October 2023, we amended the 2022 revolving credit facility to increase our aggregate commitment to $500.0 million
and reduce our accordion option from $405.0 million to $305.0 million. Interest on any borrowings under the 2022
revolving credit facility accrues at either an adjusted term SOFR plus 0.10% and a margin of 1.50% or at an alternative
base rate plus a margin of 0.50%, at our election, and we are required to pay an annual commitment fee that accrues at
0.15% per annum on the unused portion of the aggregate commitments under the 2022 revolving credit facility.
The 2022 revolving credit facility also allows us to issue letters of credit, which reduce the amount we can borrow. We are
required to pay a fee that accrues at 0.125% per annum on the average aggregate daily maximum amount available to be
drawn under any outstanding letters of credit.
The 2022 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including
covenants that restrict our ability to incur indebtedness, grant liens, make distributions to holders of our stock or the stock
of our subsidiaries, make investments or engage in transactions with our affiliates. The 2022 revolving credit facility also
contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no
greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The
Part II
59
obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets,
including certain domestic intellectual property assets.
Our total borrowing capacity under the revolving credit facility is $500.0 million as of December 31, 2025. We have not
issued any letters of credit and are in compliance with all covenants under the 2022 revolving credit facility as of
December 31, 2025.
We believe our existing cash, cash equivalents and marketable securities and amounts available under the 2022 revolving
credit facility will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months,
though we may require additional capital resources in the future. We may elect to raise additional capital through the sale
of additional equity to fund our future needs beyond the next 12 months.
Our material cash requirements as of December 31, 2025 include our $312.3 million commitment with Amazon Web
Services, for which we are not subject to annual purchase commitments, and our $323.5 million of operating lease
obligations, of which $50.0 million is due within the next 12 months. In December 2025, we entered into a definitive
agreement to acquire tvScientific, for $450.0 million in cash, subject to certain adjustments, which is also due within the
next 12 months.
In November 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A
common stock. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our
Class A common stock through open market purchases, in privately negotiated transactions or in such other manner as
permitted by securities law and as determined by management at such time and in such amounts as management may
decide. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or
discontinued at any time. The timing, manner, price and amount of any repurchases are determined by management in its
discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.
During the year ended December 31, 2025, we repurchased and retired 30,108,015 shares of our Class A common stock
for an aggregate purchase price of $927.0 million at an average price per share of $30.79, including $3.3 million excise tax
resulting from the Inflation Reduction Act of 2022. As of December 31, 2025, $972.8 million remained available for
repurchases under the stock repurchase program.
For the years ended December 31, 2025 and 2024, our net cash flows and free cash flow were as follows (in thousands):
Year Ended December 31,
2025
2024
Net cash provided by (used in):
Operating activities
$
1,284,264 $
964,594
Investing activities
$
(134,482) $
(221,017)
Financing activities
$ (1,317,942) $
(968,319)
Free cash flow
(1)
$
1,251,889 $
939,988
(1)
See “Non-GAAP Financial Measure” for more information and for a reconciliation of net cash provided by operating activities, the most
directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow.
Operating activities
Cash flows from operating activities consist of our net income (loss) adjusted for certain non-cash reconciling items, such
as share-based compensation expense, depreciation and amortization, deferred income taxes, net amortization of
investment premium and discount, non-cash charitable contributions and changes in our operating assets and liabilities.
Net cash provided by operating activities increased by $319.7 million for the year ended December 31, 2025 compared to
the year ended December 31, 2024 primarily due to an increase in our net income as adjusted for certain non-cash items.
Investing activities
Cash flows from investing activities consist of capital expenditures for improvements to new and existing office spaces.
We also actively manage our operating cash and cash equivalent balances and invest excess cash in short-duration
marketable securities, the sales and maturities of which we use to fund our ongoing cash requirements. Net cash used in
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60
investing activities decreased by $86.5 million for the year ended December 31, 2025 compared to the year ended
December 31, 2024 primarily due to an increase in maturities of marketable securities offset by an increase in purchases
of marketable securities.
Financing activities
Cash flows from financing activities consist of tax remittances on release of RSUs and RSAs, repurchases of our Class A
common stock and proceeds from the exercise of stock options. Net cash used in financing activities increased by $349.6
million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an
increase in cash paid for repurchases of our Class A common stock.
Free cash flow
Free cash flow increased $311.9 million for the year ended December 31, 2025 compared to the year ended December 31,
2024 and consists of net cash provided by operating activities and purchases of property and equipment. See “Non-GAAP
Financial Measures” for more information and for a reconciliation of net cash flows provided by operating activities, the
most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow.
Critical accounting policies and estimates
We prepare our consolidated financial statements in accordance with GAAP. Preparing our consolidated financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue
and expenses as well as related disclosures. Because these estimates and judgments may change from period to period,
actual results could differ materially, which may negatively affect our financial condition or results of operations. We base
our estimates and judgments on historical experience and various other assumptions that we consider reasonable, and we
evaluate these estimates and judgments on an ongoing basis. We refer to such estimates and judgments, discussed further
below, as critical accounting policies and estimates.
Refer to Note 1 to our consolidated financial statements for further information on our other significant
accounting policies.
Revenue recognition
We generate revenue by delivering ads on our website and mobile application. We recognize revenue only after
transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a
CPC basis, views an ad contracted on CPM or CPD basis or views a video ad contracted on CPV basis. We recognize
revenue over the service period for ads contracted on a CPD basis, which do not contain minimum impression guarantees.
We typically bill customers on a CPC, CPM, CPV, or CPD basis, and our payment terms vary by customer type and location.
The term between billing and payment due dates is not significant.
We recognize revenue only after satisfying our contractual performance obligations.
Income Taxes
We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for
temporary differences between the financial reporting and tax bases of assets and liabilities using the enacted statutory
tax rates in effect for the years in which we expect the differences to reverse. We establish valuation allowances to reduce
the total deferred tax assets to the amount we believe is more likely than not to be realized. In assessing the need for a
valuation allowance, we consider all available evidence, both positive and negative, including past operating results and
estimates of future taxable income. In the event that we change our determination as to the amount of deferred tax assets
that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for (benefit from)
income taxes in the period in which such determination is made.
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61
We recognize tax benefits from uncertain tax positions when we believe it is more likely than not that the tax position is
sustainable on examination by tax authorities based on its technical merits. We recognize taxes on Global Intangible Low-
Taxed Income as incurred.
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62
Item 7A. Quantitative and qualitative
disclosures about market risk
We are exposed to market risks, including changes in foreign currency exchange and interest rates, in the ordinary course
of our business.
Foreign currency exchange risk
Our reporting currency is the U.S. dollar, and the functional currency of our subsidiaries is either their local currency or the
U.S. dollar, depending on the circumstances. While the majority of our revenue and operating expenses are denominated in
U.S. dollars, we have foreign currency risks related to our revenue and operating expenses denominated in currencies
other than the U.S. dollar. We have experienced and will continue to experience fluctuations in our net income (loss) as a
result of transaction gains or losses related to revaluing certain asset and liability balances denominated in currencies
other than the functional currency of the subsidiaries in which they are recorded. To date, these fluctuations have not been
material. We have not engaged in hedging activities relating to our foreign currency exchange risk, although we may do so
in the future. We do not believe a 10% increase or decrease in the relative value of the U.S. dollar would have materially
affected our foreign currency gain or loss for the years ended December 31, 2025, 2024 and 2023.
Interest rate risk
As of December 31, 2025, we held cash, cash equivalents and marketable securities of $2,467.2 million. Our cash
equivalents and marketable securities primarily consist of short-duration fixed income securities, including government
and investment-grade corporate debt securities and money market funds, and our investment policy is meant to preserve
capital and maintain liquidity. Changes in interest rates affect the interest income we earn on our cash, cash equivalents
and marketable securities and the fair value of our cash equivalents and marketable securities. A hypothetical 100 basis
point increase in interest rates would have decreased the market value of our cash equivalents and marketable securities
by $8.5 million and $8.5 million as of December 31, 2025 and 2024, respectively.
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63
Item 8. Financial statements and
supplementary data
Pinterest, Inc.
Index to consolidated financial statements
Consolidated balance sheets
68
Consolidated statements of operations
69
Consolidated statements of comprehensive income (loss)
70
Consolidated statements of stockholders' equity
71
Consolidated statements of cash flows
72
Notes to consolidated financial statements
74
Reports of independent registered public accounting firm (PCAOB ID: 42)
65
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64
Report of independent registered public accounting firm
To the Stockholders and the Board of Directors of Pinterest, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Pinterest, Inc. (the Company) as of December 31, 2025
and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control
—
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 12, 2026, expressed an unqualified opinion
thereon.
Basis for opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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65
Revenue recognition
Description of the
Matter
As described in Note 1 to the consolidated financial statements, the Company generates revenue by
delivering ads on the Pinterest website and mobile application. Revenue is recognized only after
transferring control of the promised goods or services to customers, which occurs when a user clicks
on an ad contracted on a cost per click basis or views an ad contracted on a cost per thousand
impressions basis.
The Company’s revenue recognition process utilizes multiple systems and tools for the initiation,
processing, and recording of a high volume of individually low monetary value transactions. This
process is dependent on the effective design and operation of multiple systems, tools and controls
which require significant audit effort.
How We Addressed
the Matter in Our Audit
With the support of our information technology professionals, we obtained an understanding of the
initiation, processing and recording of revenue transactions and tested the relevant systems, tools
and controls. For example, we tested controls addressing the accurate recording of delivered
advertisements.
To test the Company’s recognition of revenue, our audit procedures included, among others, testing
that revenue recognized reconciles to amounts recorded to accounts receivables and cash receipts.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
San Francisco, California
February 12, 2026
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66
Report of independent registered public accounting firm
To the Stockholders and the Board of Directors of Pinterest, Inc.
Opinion on internal control over financial reporting
We have audited Pinterest, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Pinterest, Inc. (the Company) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO
criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related
consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the
three years in the period ended December 31, 2025, and the related notes and our report dated February 12,2026
expressed an unqualified opinion thereon.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
San Francisco, California
February 12, 2026
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67
Pinterest, Inc.
Consolidated balance sheets
(In thousands, except par value)
Current assets:
Cash and cash equivalents
$
969,342 $
1,136,460
Marketable securities
1,497,811
1,376,409
Accounts receivable, net
997,849
893,403
Prepaid expenses and other current assets
90,735
78,435
Total current assets
3,555,737
3,484,707
Property and equipment, net
66,451
45,624
Operating lease right-of-use assets
150,399
85,867
Goodwill and intangible assets, net
106,310
110,103
Deferred tax assets
1,592,153
1,602,539
Other assets
21,082
13,820
Total assets
$
5,492,132 $
5,342,660
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
129,810 $
84,026
Accrued expenses and other current liabilities
335,663
314,107
Total current liabilities
465,473
398,133
Operating lease liabilities
220,581
151,364
Other liabilities
60,840
42,009
Total liabilities
746,894
591,506
Commitments and contingencies
Stockholders’ equity:
Class A common stock, $0.00001 par value, 6,666,667 shares authorized, 584,866
and 593,462 shares issued and outstanding as of December 31, 2025 and 2024,
respectively; Class B common stock, $0.00001 par value, 1,333,333 shares
authorized, 79,680 and 82,471 shares issued and outstanding as of December 31,
2025 and 2024, respectively
7
7
Additional paid-in capital
4,612,205
5,039,439
Accumulated other comprehensive income (loss)
4,333
(130)
Retained earnings (accumulated deficit)
128,693
(288,162)
Total stockholders’ equity
4,745,238
4,751,154
Total liabilities and stockholders’ equity
$
5,492,132 $
5,342,660
December 31,
2025
2024
ASSETS
The accompanying notes are an integral part of these consolidated financial statements.
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68
Pinterest, Inc.
Consolidated statements of operations
(In thousands, except per share amounts)
Year Ended December 31,
2025
2024
2023
Revenue
$
4,221,767 $
3,646,166 $
3,055,071
Costs and expenses:
Cost of revenue
841,521
750,355
688,760
Research and development
1,427,447
1,240,564
1,068,416
Sales and marketing
1,166,705
1,011,772
911,166
General and administrative
466,211
463,658
512,407
Total costs and expenses
3,901,884
3,466,349
3,180,749
Income (loss) from operations
319,883
179,817
(125,678)
Interest income (expense), net
110,493
127,003
105,439
Other income (expense), net
15,514
(19,215)
3,799
Income (loss) before provision for (benefit from) income taxes
445,890
287,605
(16,440)
Provision for (benefit from) income taxes
29,035
(1,574,501)
19,170
Net income (loss)
$
416,855 $
1,862,106 $
(35,610)
Net income (loss) per share:
Basic
$
0.62 $
2.74 $
(0.05)
Diluted
$
0.61 $
2.67 $
(0.05)
Weighted-average shares used in computing net income (loss) per
share:
Basic
674,706
678,831
674,641
Diluted
687,771
698,376
674,641
The accompanying notes are an integral part of these consolidated financial statements.
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69
Pinterest, Inc.
Consolidated statements of comprehensive income (loss)
(In thousands)
Year Ended December 31,
2025
2024
2023
Net income (loss)
$
416,855 $
1,862,106 $
(35,610)
Other comprehensive income (loss), net of taxes:
Change in unrealized gain on available-for-sale marketable securities
1,949
996
10,001
Change in foreign currency translation adjustment and other
2,514
(113)
405
Comprehensive income (loss)
$
421,318 $
1,862,989 $
(25,204)
The accompanying notes are an integral part of these consolidated financial statements.
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70
Pinterest, Inc.
Consolidated statements of stockholders’ equity
(in thousands)
Class A and B
Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
(Accumulated
Deficit)
Stockholders’
Equity
Shares
Amount
Balance as of December 31, 2022
683,202
$
7
$ 5,407,724
$
(11,419) $ (2,114,658) $ 3,281,654
Release of restricted stock units, net
12,776
—
—
—
—
—
Shares repurchased for tax withholdings on release of
restricted stock units and restricted stock awards
—
—
(335,019)
—
—
(335,019)
Issuance of common stock for cash upon exercise of
stock options, net
2,756
—
8,499
—
—
8,499
Issuance of common stock related to charitable
contributions
500
—
12,890
—
—
12,890
Repurchases of Class A common stock
(21,216)
—
(500,000)
—
—
(500,000)
Share-based compensation
—
—
647,860
—
—
647,860
Other comprehensive income
—
—
—
10,406
—
10,406
Net loss
—
—
—
—
(35,610)
(35,610)
Balance as of December 31, 2023
678,018
$
7
$ 5,241,954
$
(1,013) $ (2,150,268) $ 3,090,680
Release of restricted stock units, net
14,397
—
—
—
—
—
Shares repurchased for tax withholdings on release of
restricted stock units and restricted stock awards
—
—
(390,254)
—
—
(390,254)
Issuance of common stock for cash upon exercise of
stock options, net
2,643
—
22,142
—
—
22,142
Repurchases of Class A common stock
(19,125)
—
(600,198)
—
—
(600,198)
Share-based compensation
—
—
765,795
—
—
765,795
Other comprehensive income
—
—
—
883
—
883
Net income
—
—
—
—
1,862,106
1,862,106
Balance as of December 31, 2024
675,933
$
7
$ 5,039,439
$
(130) $
(288,162) $ 4,751,154
Release of restricted stock units, net
16,385
—
—
—
—
—
Shares repurchased for tax withholdings on release of
restricted stock units and restricted stock awards
—
—
(398,982)
—
—
(398,982)
Issuance of common stock for cash upon exercise of
stock options, net
1,836
—
8,053
—
—
8,053
Issuance of common stock related to charitable
contributions
500
—
13,495
—
—
13,495
Repurchases of Class A common stock
(30,108)
—
(930,263)
—
—
(930,263)
Share-based compensation
—
—
880,463
—
—
880,463
Other comprehensive income
—
—
—
4,463
—
4,463
Net income
—
—
—
—
416,855
416,855
Balance as of December 31, 2025
664,546
$
7
$ 4,612,205
$
4,333
$
128,693
$ 4,745,238
The accompanying notes are an integral part of these consolidated financial statements.
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71
Pinterest, Inc.
Consolidated statements of cash flows
(in thousands)
Year Ended December 31,
2025
2024
2023
Operating activities
Net income (loss)
$
416,855
$ 1,862,106
$
(35,610)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
25,151
21,266
21,509
Share-based compensation
880,463
765,795
647,860
Deferred income taxes
10,468
(1,600,434)
(1,838)
Non-cash charitable contributions
13,495
—
12,890
Impairment and abandonment charges for leases and leasehold improvements
—
—
117,315
Net amortization of investment premium and discount
(18,092)
(29,017)
(21,897)
Other
7,848
2,320
(2,654)
Changes in assets and liabilities:
Accounts receivable
(104,398)
(128,946)
(80,782)
Prepaid expenses and other assets
(3,502)
(17,187)
19,861
Operating lease right-of-use assets
30,895
32,711
55,324
Accounts payable
42,902
3,828
(9,261)
Accrued expenses and other liabilities
15,359
91,632
(43,249)
Operating lease liabilities
(33,180)
(39,480)
(66,507)
Net cash provided by operating activities
1,284,264
964,594
612,961
Investing activities
Purchases of property and equipment
(32,375)
(24,606)
(8,063)
Purchases of marketable securities
(1,566,944) (1,510,013) (1,308,020)
Sales of marketable securities
31,475
22,040
35,850
Maturities of marketable securities
1,433,362
1,291,562
1,243,240
Net cash used in investing activities
(134,482)
(221,017)
(36,993)
Financing activities
Proceeds from exercise of stock options, net
8,053
22,133
8,256
Repurchases of Class A common stock
(927,013)
(600,198)
(500,000)
Shares repurchased for tax withholdings on release of restricted stock units and
restricted stock awards
(398,982)
(390,254)
(335,019)
Net cash used in financing activities
(1,317,942)
(968,319)
(826,763)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
2,301
(2,569)
1,667
Net decrease in cash, cash equivalents and restricted cash
(165,859)
(227,311)
(249,128)
Cash, cash equivalents and restricted cash, beginning of period
1,141,221
1,368,532
1,617,660
Cash, cash equivalents and restricted cash, end of period
$
975,362
$ 1,141,221
$ 1,368,532
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets
Cash and cash equivalents
$
969,342
$ 1,136,460
$ 1,361,936
Restricted cash included in prepaid expenses and other current assets
—
—
2,542
Restricted cash included in other assets
6,020
4,761
4,054
Total cash, cash equivalents and restricted cash
$
975,362
$ 1,141,221
$ 1,368,532
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72
Supplemental cash flow information
Cash paid for income taxes, net
$
22,376
$
25,018
$
19,173
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease
liabilities
$
107,133
$
31,132
$
32,784
The accompanying notes are an integral part of these consolidated financial statements.
73
Pinterest, Inc.
Notes to consolidated financial statements
1. Description of business and summary of significant accounting policies
Description of business
Pinterest was incorporated in Delaware in 2008 and is headquartered in San Francisco, California. Pinterest is a visual
search and discovery platform, positioned at the intersection of search, social, and commerce. We generate revenue by
delivering ads on our website and mobile application.
Basis of presentation and consolidation
We prepared the accompanying consolidated financial statements in accordance with generally accepted accounting
principles in the United States ("GAAP"). The consolidated financial statements include the accounts of Pinterest, Inc. and
its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions.
Reclassifications
We have reclassified certain amounts in prior periods to conform with current presentation.
Use of estimates
Preparing our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments
that affect amounts reported in the consolidated financial statements and accompanying notes. We base these estimates
and judgments on historical experience and various other assumptions that we consider reasonable. GAAP requires us to
make estimates and assumptions in several areas, including the fair values of financial instruments, assets acquired and
liabilities assumed through business combinations, share-based awards, and contingencies, the recognition, measurement
and valuation of deferred income taxes, the useful lives of our intangible assets and property and equipment, the
incremental borrowing rate we use to determine our operating lease liabilities, and revenue recognition, among others.
Actual results could differ materially from these estimates and judgments.
Segments
We operate as a single operating segment. Our chief operating decision maker is our Chief Executive Officer ("CEO"), who
reviews financial information presented on a consolidated basis, accompanied by disaggregated information about our
revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income
(loss) is our primary measure of profit or loss, and all costs and expenses categories on our consolidated statements of
operations, as well as share-based compensation expense, are significant. Refer to Note 8 for additional information about
our share-based compensation expense. Our other segment items include interest income (expense), net, other income
(expense), net and provision for (benefit from) income taxes on our consolidated statements of operations.
Revenue recognition
We generate revenue by delivering ads on our website and mobile application. We recognize revenue only after
transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a
cost per click ("CPC") basis, views an ad contracted on a cost per thousand impressions ("CPM") or cost per day ("CPD")
basis or views a video ad contracted on a cost per view ("CPV") basis. We recognize revenue over the service period for ads
contracted on a CPD basis, which do not contain minimum impression guarantees. We typically bill customers on a CPC,
CPM, CPV, or CPD basis, and our payment terms vary by customer type and location. The term between billing and
payment due dates is not significant.
We recognize revenue only after satisfying our contractual performance obligations. We occasionally offer customers free
ad inventory. When contracts with our customers contain multiple performance obligations, we allocate the overall
transaction price, which is the amount of consideration to which we expect to be entitled in exchange for promised goods
or services, to each of the distinct performance obligations based on their relative standalone selling prices. We generally
determine standalone selling prices based on the effective price charged per contracted click, impression or view, and we
Part II
74
do not disclose the value of unsatisfied performance obligations because the original expected duration of our contracts is
generally less than one year.
For revenue generated from arrangements that involve third parties, we evaluate whether it is appropriate to recognize
revenue on a gross or net basis based upon which party obtains control of the specified goods or services before they are
transferred to the customer. In making this determination we consider the party primarily responsible for fulfillment,
inventory risk, and discretion in establishing price.
Certain customers may receive incentives or credits, which are accounted for as variable consideration. We estimate these
amounts and reduce revenue based on the amounts expected to be provided to customers. We believe that there will not
be significant changes to our estimates of variable consideration for the periods presented.
We record sales commissions in sales and marketing as incurred because we would amortize these over a period of less
than one year.
Our total deferred revenue was $47.5 million and $23.4 million as of December 31, 2025 and 2024, respectively. We
expect materially all of our deferred revenue to be recognized in the subsequent quarter.
Cost of revenue
Cost of revenue consists primarily of expenses associated with the delivery of our service, including the cost of hosting our
website and mobile application. Cost of revenue also includes personnel-related expense, including salaries, benefits and
share-based compensation for employees on our operations teams, payments associated with partner arrangements,
credit card and other transaction processing fees, amortization of acquired intangible assets and allocated facilities and
other supporting overhead costs.
Share-based compensation
Restricted stock units ("RSUs"), restricted stock awards ("RSAs") and stock options granted under our 2019 Omnibus
Incentive Plan (the "2019 Plan") are generally subject only to a service condition. We also grant awards subject to
performance or market conditions to certain executives from time to time. We record share-based compensation expense
over the requisite service period, which is typically two to four years, on a straight-line basis for awards subject only to a
service condition and on a graded-vesting basis for awards subject to performance or market conditions. We account for
forfeitures as they occur.
We measure RSUs and RSAs based on the fair market value of our common stock on the grant date, stock options based on
their estimated grant date fair values, which we determine using the Black-Scholes option-pricing model and awards with a
market condition using a Monte Carlo simulation valuation model.
Income taxes
We account for income taxes using the asset and liability method. We recognize deferred tax assets and liabilities for
temporary differences between the financial reporting and tax bases of assets and liabilities using the enacted statutory
tax rates in effect for the years in which we expect the differences to reverse. We establish valuation allowances to reduce
the total deferred tax assets to the amount we believe is more likely than not to be realized. In assessing the need for a
valuation allowance, we consider all available evidence, both positive and negative, including past operating results and
estimates of future taxable income. In the event that we change our determination as to the amount of deferred tax assets
that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for (benefit from)
income taxes in the period in which such determination is made.
We recognize tax benefits from uncertain tax positions when we believe it is more likely than not that the tax position is
sustainable on examination by tax authorities based on its technical merits. We recognize taxes on Global Intangible Low-
Taxed Income as incurred.
Advertising expenses
We record advertising expenses as incurred and include these in sales and marketing in the consolidated statements of
operations. Advertising expenses were $168.8 million, $161.5 million and $145.6 million for the years ended December
31, 2025, 2024 and 2023, respectively.
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75
Marketable securities
We invest in highly liquid corporate debt securities, U.S. treasury securities, asset-backed securities, U.S. government
agency securities, municipal securities, non-U.S. government and supranational bonds and certificates of deposit. We
classify marketable investments with stated maturities of ninety days or less from the date of purchase as cash equivalents
and those with stated maturities greater than ninety days from the date of purchase as marketable securities.
We classify our marketable securities as available-for-sale investments in our current assets because they are available for
use to support current operations. We carry our marketable investments at fair value and record unrealized gains or
losses, net of taxes, in accumulated other comprehensive income (loss) in stockholders’ equity. We determine realized
gains and losses on the sale of marketable investments using a specific identification method and record these and any
expected credit losses in other income (expense), net.
Fair value measurements
We account for certain assets and liabilities at fair value, which is the amount we believe market participants would be
willing to receive to sell an asset or pay to transfer a liability in an orderly transaction. We categorize these assets and
liabilities into the three levels below based on the degree to which the inputs we use to measure their fair values are
observable in active markets. We use the most observable inputs available to us when measuring fair value.
•
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets
•
Level 2: Observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for
identical assets or liabilities in inactive markets, or inputs that are derived principally from or corroborated by
observable market data or other means
•
Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the
assets or liabilities
Accounts receivable, net of allowances
We record accounts receivable at the original invoiced amount. We maintain an allowance for credit losses for any
receivables we may be unable to collect. We estimate uncollectible receivables based on our receivables’ age, our
customers’ credit quality and current economic conditions, among other factors that may affect our customers’ ability to
pay. We also maintain an allowance for sales credits, which we determine based on historical credits issued to customers.
We include the allowances for credit losses and sales credits in accounts receivable, net in the consolidated balance sheets.
Property and equipment
We carry property and equipment at cost less accumulated depreciation and calculate depreciation using the straight-line
method over our assets’ estimated useful lives, which are generally:
Property and Equipment
Useful Life
Computer and network equipment
3 years
Furniture and fixtures
4 years
Leasehold improvements
Lesser of 10 years or remaining lease term
Leases and operating lease incremental borrowing rate
We lease office space under operating leases with expiration dates through 2036. We determine whether an arrangement
constitutes a lease at inception and record lease liabilities and right-of-use assets on our consolidated balance sheets at
lease commencement. We measure lease liabilities based on the present value of the total lease payments not yet paid
discounted based on the more readily determinable of the rate implicit in the lease or our incremental borrowing rate,
which is the estimated rate we would be required to pay for a collateralized borrowing equal to the total lease payments
over the term of the lease. We estimate our incremental borrowing rate based on an analysis of publicly traded debt
securities of companies with credit and financial profiles similar to our own. We measure right-of-use assets based on the
corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial
direct costs we incur and (iii) tenant incentives under the lease. We begin recognizing rent expense when the lessor makes
the underlying asset available to us, we do not assume renewals or early terminations unless we are reasonably certain to
exercise these options at commencement and we do not allocate consideration between lease and non-lease components.
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76
For short-term leases, we record rent expense in our consolidated statements of operations on a straight-line basis over
the lease term and record variable lease payments as incurred.
Business combinations
We include the results of operations of businesses that we acquire in our consolidated financial statements beginning on
their respective acquisition dates. We allocate the fair value of the purchase consideration to the assets acquired and
liabilities assumed based on their estimated fair values. When the fair value of the purchase consideration exceeds the fair
values of the identifiable assets and liabilities acquired, we record the excess as goodwill. Our estimates of fair value are
based on assumptions we believe to be reasonable but which are inherently uncertain and unpredictable, and as a result,
actual results may differ from estimates. During the measurement period, which is up to one year from the acquisition
date, we may record adjustments to the assets and liabilities acquired with the corresponding offset to goodwill. Any
adjustments after the measurement period are reflected in our consolidated statements of operations.
Long-lived assets, including goodwill and intangible assets
We record definite-lived intangible assets at fair value less accumulated amortization. We calculate amortization using the
straight-line method over the assets’ estimated useful lives of up to ten years.
We review our property and equipment, operating lease right-of-use assets and intangible assets for impairment
whenever events or circumstances indicate that an asset’s carrying value may not be recoverable. We measure
recoverability by comparing an asset’s carrying value to the future undiscounted cash flows that we expect it to generate.
If this test indicates that the asset’s carrying value is not recoverable, we record an impairment charge to reduce the
asset’s carrying value to its fair value.
We recorded $117.3 million of impairment and abandonment charges for operating lease right-of-use assets and leasehold
improvements as part of the restructuring plan for the year ended December 31, 2023. We did not record any other
material property and equipment or intangible asset impairments during the periods presented.
We review goodwill for impairment at least annually or more frequently if current circumstances or events indicate that
the fair value of our single reporting unit may be less than its carrying value. We did not record any goodwill impairment
during the periods presented.
Website development costs
We capitalize costs to develop our website and mobile application when preliminary development efforts are successfully
completed, management has authorized and committed project funding, and it is probable that the project will be
completed and the software will be used as intended. Due to the iterative process by which we perform upgrades and the
relatively short duration of our development projects, development costs meeting our capitalization criteria were not
material during the periods presented.
Loss contingencies
We are involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. We record a
liability for these when we believe it is probable that we have incurred a loss and can reasonably estimate the loss. We
regularly evaluate current information to determine whether we should adjust a recorded liability or record a new one.
Foreign currency
The functional currency of our international subsidiaries is generally their local currency. We translate our subsidiaries’
financial statements into U.S. dollars using month-end exchange rates for assets and liabilities and rates that approximate
those in effect during the period for revenue and costs and expenses. We record translation gains and losses in
accumulated other comprehensive income (loss) in stockholders’ equity. We record foreign exchange transaction gains
and losses in other income (expense), net. Our net foreign exchange gains and losses were not material for the periods
presented.
Concentration of business risk
We have an agreement with Amazon Web Services (“AWS”) to provide the cloud computing infrastructure we use to host
our website, mobile application and many of the internal tools we use to operate our business. We are currently required
to maintain a substantial majority of our monthly usage of certain compute, storage, data transfer and other services on
Part II
77
AWS. Any transition of the cloud services currently provided by AWS to another cloud services provider would be difficult
to implement and would cause us to incur significant time and expense.
Concentration of credit risk
Financial instruments that may potentially expose us to concentrations of credit risk primarily consist of cash, cash
equivalents, marketable securities and restricted cash. Our investment policy is meant to preserve capital and maintain
liquidity. The policy limits our marketable investments to investment-grade securities and limits our credit exposure by
limiting our concentration in any one corporate issuer or sector and by establishing a minimum credit rating for marketable
investments we purchase. Although we deposit cash and marketable investments with multiple financial institutions, our
deposits may exceed insurable limits.
No customer accounted for more than 10% of our revenue for the years ended December 31, 2025, 2024 and 2023.
Our accounts receivable are generally unsecured. We monitor our customers’ credit quality on an ongoing basis and
maintain reserves for estimated credit losses. Bad debt expense was not material for the years ended December 31, 2025,
2024 and 2023.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
, which requires disaggregation of rate
reconciliation categories and income taxes paid by jurisdiction. We adopted ASU 2023-09 prospectively as of January 1,
2025, and the effects of adoption on our consolidated financial statements were not material. Refer to Note 10 to our
consolidated financial statements for further information.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03,
Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (subtopic 220-40)
, which requires disclosure of disaggregation of certain relevant expenses
included in the statements of operations on an annual and interim basis. ASU 2024-03 will be effective for our annual
periods beginning January 1, 2027 and interim periods beginning January 1, 2028. The amendments may be applied
prospectively or retrospectively, and early adoption is permitted. We are currently evaluating the effects of adoption on
our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06,
Intangibles—Goodwill and Other—Internal-Use Software (Subtopic
350-40)
, which amends certain aspects of the accounting for and disclosure of software costs. ASU 2025-06 will be
effective for us beginning January 1, 2028. The amendments may be applied using a prospective, retrospective, or
modified transition approach, and early adoption is permitted. We are currently evaluating the effects of adoption on our
consolidated financial statements.
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78
2. Cash, cash equivalents and marketable securities
Cash, cash equivalents and marketable securities consist of the following (in thousands):
December 31, 2025
Amortized Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
Cash and cash equivalents:
Cash
$
160,698 $
— $
— $
160,698
Money market funds
452,315
—
—
452,315
Commercial paper
286,897
6
(24)
286,879
U.S. treasury securities
64,926
8
—
64,934
Corporate bonds
4,516
—
—
4,516
Total cash and cash equivalents
969,352
14
(24)
969,342
Marketable securities:
Corporate bonds
704,069
2,277
(58)
706,288
U.S. treasury securities
373,920
929
(5)
374,844
Commercial paper
253,304
163
(1)
253,466
Certificates of deposit
163,081
132
—
163,213
Total marketable securities
1,494,374
3,501
(64)
1,497,811
Total
$
2,463,726 $
3,515 $
(88) $
2,467,153
December 31, 2024
Amortized Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
Cash and cash equivalents:
Cash
$
111,718 $
— $
— $
111,718
Money market funds
861,824
—
—
861,824
Commercial paper
150,464
1
(9)
150,456
Corporate bonds
8,307
—
(3)
8,304
Certificates of deposit
4,158
—
—
4,158
Total cash and cash equivalents
1,136,471
1
(12)
1,136,460
Marketable securities:
Corporate bonds
515,301
1,385
(474)
516,212
U.S. treasury securities
425,677
439
(763)
425,353
Commercial paper
260,205
191
(11)
260,385
Certificates of deposit
171,892
151
(22)
172,021
Non-U.S. government and supranational bonds
2,437
1
—
2,438
Total marketable securities
1,375,512
2,167
(1,270)
1,376,409
Total
$
2,511,983 $
2,168 $
(1,282) $
2,512,869
Our allowance for credit losses for our marketable securities was not material as of December 31, 2025 and 2024.
The fair value of our marketable securities by contractual maturity is as follows (in thousands):
December 31, 2025
Due in one year or less
$
1,028,215
Due after one to five years
469,596
Total
$
1,497,811
Net realized gains and losses from sales of available-for-sale securities were not material for any period presented.
Part II
79
3. Fair value of financial instruments
The fair values of the financial instruments we measure at fair value on a recurring basis are as follows (in thousands):
December 31, 2025
Level 1
Level 2
Level 3
Total
Cash equivalents:
Money market funds
$
452,315 $
— $
— $
452,315
Commercial paper
—
286,879
—
286,879
U.S. treasury securities
64,934
—
—
64,934
Corporate bonds
—
4,516
—
4,516
Marketable securities:
Corporate bonds
—
706,288
—
706,288
U.S. treasury securities
374,844
—
—
374,844
Commercial paper
—
253,466
—
253,466
Certificates of deposit
—
163,213
—
163,213
Other assets:
Certificates of deposit
$
— $
6,020 $
— $
6,020
December 31, 2024
Level 1
Level 2
Level 3
Total
Cash equivalents:
Money market funds
$
861,824 $
— $
— $
861,824
Commercial paper
—
150,456
—
150,456
Corporate bonds
—
8,304
—
8,304
Certificates of deposit
—
4,158
—
4,158
Marketable securities:
Corporate bonds
—
516,212
—
516,212
U.S. treasury securities
425,353
—
—
425,353
Commercial paper
—
260,385
—
260,385
Certificates of deposit
—
172,021
—
172,021
Non-U.S. government and supranational bonds
—
2,438
—
2,438
Other assets:
Certificates of deposit
$
— $
4,761 $
— $
4,761
We classify our marketable securities within Level 1 or Level 2 because we determine their fair values using quoted market
prices or alternative pricing sources and models utilizing market observable inputs.
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4. Other balance sheet components
Property and equipment, net
Property and equipment, net consists of the following (in thousands):
December 31,
2025
2024
Leasehold improvements
$
95,309 $
78,136
Furniture and fixtures
23,752
22,630
Computer and network equipment
33,092
31,407
Total property and equipment
152,153
132,173
Less: accumulated depreciation
(105,512)
(89,746)
Construction in progress
19,810
3,197
Property and equipment, net
$
66,451 $
45,624
Depreciation expense was $19.4 million, $13.9 million and $14.1 million for the years ended December 31, 2025, 2024
and 2023, respectively.
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consists of the following (in thousands):
December 31,
2025
2024
Accrued hosting expenses
$
67,964 $
56,946
Accrued compensation
57,089
52,717
Accrued legal expenses
11,440
47,599
Operating lease liabilities
41,437
34,425
Deferred revenue
47,467
23,387
Other accrued expenses
110,266
99,033
Accrued expenses and other current liabilities
$
335,663 $
314,107
5. Goodwill and intangible assets, net
Goodwill was unchanged for the years ended December 31, 2025 and 2024.
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Intangible assets, net consists of the following (in thousands):
December 31, 2025
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Weighted-
Average Useful
Life
(1)
Acquired technology, patents and other intangibles
$
41,872 $
(36,283) $
5,589
4.9 years
Customer relationships
17,700
(17,206)
494
1.6 years
Total intangible assets, net
$
59,572 $
(53,489) $
6,083
December 31, 2024
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Weighted-
Average Useful
Life
(1)
Acquired technology, patents and other intangibles
$
39,907 $
(31,065) $
8,842
4.9 years
Customer relationships
17,700
(16,666)
1,034
1.6 years
Total intangible assets, net
$
57,607 $
(47,731) $
9,876
(1)
Based on the weighted-average useful life established as of acquisition date.
Amortization expense was $5.8 million, $7.4 million and $7.4 million for the years ended December 31, 2025, 2024 and
2023, respectively.
Estimated future amortization expense as of December 31, 2025, is as follows (in thousands):
Intangible Asset
Amortization
2026
$
3,817
2027
869
2028
827
2029
471
2030
99
Thereafter
—
Total
$
6,083
6. Commitments and contingencies
As of December 31, 2025, our non-cancelable contractual commitments are as follows (in thousands):
Purchase
Commitments
Operating
Leases
Total
Commitments
2026
$
— $
49,969 $
49,969
2027
—
46,958
46,958
2028
—
41,077
41,077
2029
312,292
36,232
348,524
2030
—
32,453
32,453
Thereafter
—
116,811
116,811
Total
$
312,292 $
323,500 $
635,792
Purchase commitments
In April 2021, we entered into a new private pricing addendum with AWS, which governs our use of cloud computing
infrastructure provided by AWS. Under the new pricing addendum, we are required to purchase at least $3,250.0 million
of cloud services from AWS through April 2029. If we fail to do so, we are required to pay the difference between the
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82
amount we spend and the required commitment amount. As of December 31, 2025, our remaining contractual
commitment is $312.3 million. We expect to meet our remaining commitment.
Legal matters
We are involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. While the results
of legal matters are inherently uncertain, we do not believe there is a reasonable possibility that the ultimate resolution of
these matters, either individually or in aggregate, will have a material adverse effect on our business, financial position,
results of operations or cash flows.
Revolving credit facility
In October 2022, we replaced the $500.0 million revolving credit facility entered into in November 2018 with an amended
and restated five-year $400.0 million revolving credit facility (the “2022 revolving credit facility”) that contained an
accordion option which, if exercised, would allow us to increase the aggregate commitments by up to $405.0 million
provided we are able to secure additional lender commitments and satisfy certain other conditions.
In October 2023, we amended the 2022 revolving credit facility to increase our aggregate commitment to $500.0 million
and reduce our accordion option from $405.0 million to $305.0 million. Interest on any borrowings under the 2022
revolving credit facility accrues at either an adjusted term SOFR plus 0.10% and a margin of 1.50% or at an alternative
base rate plus a margin of 0.50%, at our election, and we are required to pay an annual commitment fee that accrues at
0.15% per annum on the unused portion of the aggregate commitments under the 2022 revolving credit facility.
The 2022 revolving credit facility also allows us to issue letters of credit, which reduce the amount we can borrow. We are
required to pay a fee that accrues at 0.125% per annum on the average aggregate daily maximum amount available to be
drawn under any outstanding letters of credit.
The 2022 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including
covenants that restrict our ability to incur indebtedness, grant liens, make distributions to holders of our stock or the stock
of our subsidiaries, make investments or engage in transactions with our affiliates. The 2022 revolving credit facility also
contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no
greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The
obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets,
including certain domestic intellectual property assets.
Our total borrowing capacity under the revolving credit facility is $500.0 million as of December 31, 2025. We have not
issued any letters of credit and are in compliance with all covenants under the 2022 revolving credit facility as of
December 31, 2025.
7. Leases
We have entered into various non-cancelable office space operating leases with original lease periods expiring between
2026 and 2036. These do not contain material variable rent payments, residual value guarantees, covenants or other
restrictions. Operating lease costs for the years ended December 31, 2025, 2024 and 2023, are as follows (in thousands):
Year Ended December 31,
2025
2024
2023
Lease cost:
Operating lease cost
$
40,892 $
41,031 $
51,044
Short-term lease cost
2,316
1,532
759
Total
$
43,208 $
42,563 $
51,803
In April 2024, we entered into a sublease agreement with a term of May 2024 through December 2032. Sublease income
for the year ended December 31, 2025 was not material.
The weighted-average remaining term of our operating leases was 7.4 years and 6.6 years, and the weighted-average
discount rate used to measure the present value of our operating lease liabilities was 5.3% and 5.4% as of December 31,
2025 and 2024, respectively.
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Maturities of our operating lease liabilities, which do not include short-term leases, as of December 31, 2025, are as
follows (in thousands):
Operating
Leases
2026
$
49,969
2027
46,958
2028
41,077
2029
36,232
2030
32,453
Thereafter
116,811
Total lease payments
323,500
Less imputed interest
(61,482)
Total operating lease liabilities
$
262,018
Cash payments included in the measurement of our operating lease liabilities were $44.1 million, $50.4 million and $61.8
million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, operating leases that have not yet commenced were not material and are excluded from the
table above.
8. Stockholder's Equity
Equity incentive plan
Our 2019 Plan provides for the issuance of stock options, RSAs, RSUs and other equity- or cash-based awards to qualified
employees, directors and consultants. Stock options granted under our 2019 Plan have a maximum life of 10 years and an
exercise price not less than 100% of the fair market value of our common stock on the date of grant.
The number of shares of our Class A common stock reserved for issuance under our 2019 Plan will automatically increase
on the first day of each fiscal year through and including January 1, 2029, in an amount equal to 5% of the total number of
shares of our Class A common stock and our Class B common stock outstanding on the last day of the calendar month
before the date of each automatic increase, or a lesser number of shares determined by our board of directors.
186,410,561 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of December
31, 2025.
Stock option activity
Stock option activity during the year ended December 31, 2025, was as follows (in thousands, except per share amounts):
Stock Options Outstanding
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
Aggregate Intrinsic
Value
(1)
(in years)
Outstanding as of December 31, 2024
10,390 $
17.21
6.2
$
122,472
Exercised
(1,836)
4.42
Outstanding as of December 31, 2025
8,554 $
19.96
6.5
$
50,720
Exercisable as of December 31, 2025
6,949 $
19.96
6.5
$
41,210
(1)
We calculate intrinsic value based on the difference between the exercise price of in-the-money-stock options and the fair value of
our common stock as of the respective balance sheet date.
The total grant-date fair value of stock options vested during the years ended December 31, 2025, 2024 and 2023 was
$25.2 million, $25.2 million and $28.4 million, respectively. The aggregate intrinsic value of stock options exercised during
the years ended December 31, 2025, 2024 and 2023 was $46.7 million, $74.4 million and $70.2 million, respectively.
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84
Restricted stock unit and restricted stock award activity
RSU and RSA activity during the year ended December 31, 2025, was as follows (in thousands, except per share amounts):
Restricted Stock Units and Restricted Stock
Awards Outstanding
Shares
Weighted Average
Grant Date Fair
Value
Outstanding as of December 31, 2024
37,217 $
29.33
Granted
37,305
29.70
Released
(29,047)
28.69
Forfeited
(6,356)
28.81
Outstanding as of December 31, 2025
39,119
$
30.25
During the year ended December 31, 2025, we granted 798,034 RSUs that vest subject to continued service and a market
condition under which the number of RSUs that vest will range from 0% to 200% of the number granted based on our total
stockholder return relative to the returns of the companies in the Nasdaq CTA Internet Index over a two to three-years
performance period. The weighted-average grant-date fair value of these RSUs was $45.49, which we estimated using a
Monte Carlo simulation model with the following assumptions:
Year Ended December
31, 2025
Expected term (in years)
2.0 - 3.0
Risk-free interest rate
3.5% - 4.3%
Expected volatility
47.4% - 57.3%
Share-based compensation
Share-based compensation expense during the years ended December 31, 2025, 2024 and 2023, was as follows
(in thousands):
Year Ended December 31,
2025
2024
2023
Cost of revenue
$
19,541 $
14,836 $
11,117
Research and development
567,571
497,442
422,964
Sales and marketing
149,565
122,149
96,798
General and administrative
143,786
131,368
116,981
Total share-based compensation
$
880,463 $
765,795 $
647,860
We recognized income tax benefits on share-based compensation expense of $182.3 million and $158.7 million for the
years ended December 31, 2025 and 2024, respectively, which are reflected in the provision for (benefit from) income
taxes on our consolidated statements of operations. No income tax benefits were recognized for the year ended
December 31, 2023 due to the valuation allowance on our deferred tax assets.
As of December 31, 2025, we had $1,080.6 million of unrecognized share-based compensation expense, which we expect
to recognize over a weighted-average period of 1.9 years.
Stock Repurchase
In November 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A
common stock. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our
Class A common stock through open market purchases, in privately negotiated transactions or in such other manner as
permitted by securities law and as determined by management at such time and in such amounts as management may
decide. The program does not obligate us to repurchase any specific number of shares and may be modified, suspended or
discontinued at any time. The timing, manner, price and amount of any repurchases are determined by management in its
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85
discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.
During the year ended December 31, 2025, we repurchased and retired 30,108,015 shares of our Class A common stock
for an aggregate purchase price of $927.0 million at an average price per share of $30.79, including $3.3 million excise tax
resulting from the Inflation Reduction Act of 2022. As of December 31, 2025, $972.8 million remained available for
repurchases under the stock repurchase program.
9. Net income (loss) per share
We present net income (loss) per share using the two-class method required for multiple classes of common stock. Holders
of our Class A and Class B common stock have identical rights except with respect to voting, conversion and transfer rights
and therefore share equally in our net income or losses.
We calculate basic net income (loss) per share by dividing net income (loss) by the weighted-average number of shares of
common stock outstanding during the period.
Diluted net income (loss) per share gives effect to all potential shares of common stock, including stock options, RSAs and
RSUs to the extent these are dilutive. The calculation of diluted net income (loss) of Class A common stock assumes the
conversion of our Class B common stock to Class A common stock, while the diluted net income (loss) of Class B common
stock does not assume the conversion of those shares to Class A common stock. We calculated basic and diluted net
income (loss) per share as follows (in thousands, except per share amounts):
Year Ended December 31,
2025
2024
2023
Class A
Class B
Class A
Class B
Class A
Class B
Basic net income (loss) per share:
Numerator:
Net income (loss)
$ 366,667 $ 50,188 $ 1,633,901
$ 228,205 $ (30,937) $
(4,673)
Denominator:
Weighted-average shares used in
computing net income (loss) per
share, basic
593,473
81,233 595,639
83,192 586,109
88,532
Basic net income (loss) per share
$
0.62 $
0.62 $
2.74 $
2.74 $
(0.05) $
(0.05)
Diluted net income (loss) per share:
Numerator:
Net income (loss)
$ 366,667 $ 50,188 $ 1,633,901
$ 228,205 $ (30,937) $
(4,673)
Reallocation of net income as a result
of conversion of Class B to Class A
common stock
50,188
— 228,205
—
—
—
Reallocation of net income to Class B
common stock
—
(953)
—
(6,387)
—
—
Diluted net income (loss)
$ 416,855 $ 49,235 $ 1,862,106
$ 221,818 $ (30,937) $
(4,673)
Denominator:
Weighted-average shares used in
computing net income (loss) per
share, basic
593,473
81,233 595,639
83,192 586,109
88,532
Conversion of Class B to Class A
common stock
81,233
—
83,192
—
—
—
Weighted average effect of dilutive
potential common stock
13,065
—
19,545
—
—
—
Weighted-average shares used in
computing net income (loss) per
share, diluted
687,771
81,233 698,376
83,192 586,109
88,532
Diluted net income (loss) per share
$
0.61 $
0.61 $
2.67 $
2.67 $
(0.05) $
(0.05)
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86
Basic net income (loss) per share is the same as diluted net income (loss) per share for the periods we reported net losses.
We excluded the following weighted-average potential shares of common stock from our calculation of diluted net income
(loss) per share because these would be anti-dilutive (in thousands):
Year Ended December 31,
2025
2024
2023
Outstanding stock options
—
—
14,463
Unvested restricted stock units and restricted stock awards
13,391
7,980
53,228
Total
13,391
7,980
67,691
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87
10. Income taxes
The components of income (loss) before provision for (benefit from) income taxes are as follows (in thousands):
Year Ended December 31,
2025
2024
2023
United States
$
458,547 $
317,169 $
20,713
Foreign
(12,657)
(29,564)
(37,153)
Income (loss) before provision for (benefit from) income taxes
$
445,890 $
287,605 $
(16,440)
Provision for (benefit from) income taxes consists of the following (in thousands):
Year Ended December 31,
2025
2024
2023
Current:
Federal
$
149 $
7,671 $
7,833
State
5,135
10,533
6,698
Foreign
13,283
7,729
6,477
Total current tax expense
18,567
25,933
21,008
Deferred:
Federal
(301)
(1,434,298)
6
State
11,397
(162,684)
3
Foreign
(628)
(3,452)
(1,847)
Total deferred tax expense (benefit)
10,468
(1,600,434)
(1,838)
Provision for (benefit from) income taxes
$
29,035 $ (1,574,501) $
19,170
The table below includes a reconciliation of the U.S. federal statutory rate of 21% to the Company's effective tax rate for
the year ended December 31, 2025, after the adoption of ASU 2023-09 (in thousands, except percentages):
Year Ended December 31,
2025
Tax at U.S. statutory rate
$
93,637
21 %
State and local income taxes, net of benefit
(1)
13,203
3
Effect of non-U.S. operations
2,344
1
Nondeductible and nontaxable items
Share-based compensation
(4,606)
(1)
Other
2,848
1
Tax credits
Research and development credit
(76,612)
(17)
Foreign tax credit
(2,352)
(1)
Changes in unrecognized tax benefits
968
—
Other
(395)
—
Provision for (benefit from) income taxes
$
29,035
7 %
(1)
The states and local jurisdiction that contribute to the majority (greater than 50%) in this category include Illinois, Texas, New York
state and city, Pennsylvania and Columbus.
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88
The table below includes a reconciliation of the U.S. federal statutory rate of 21% to the Company's effective tax rate for
the years ended December 31, 2024 and 2023, prior the adoption of ASU 2023-09 (in thousands):
Year Ended December 31,
2024
2023
Tax at U.S. statutory rate
$
60,397 $
(3,453)
State income taxes, net of benefit
(120,204)
5,111
Foreign operations
12,007
17,721
Share-based compensation
(23,019)
(18,925)
Permanent book/tax differences
1,171
692
Change in valuation allowance
(1,421,323)
111,497
Tax credits
(83,587)
(93,887)
Other
57
414
Provision for (benefit from) income taxes
$ (1,574,501) $
19,170
During the year ended December 31, 2025, the cash paid for income taxes by the Company were as follows (in
thousands):
Year Ended
December 31,
2025
Federal
$
2,000
State and local
Texas
1,152
All other state and local
5,276
Foreign
Brazil
4,678
Ireland
3,098
United Kingdom
1,668
All other foreign
4,504
Total income taxes paid, net of amounts refunded
$
22,376
The amount of cash paid for income taxes by the Company during the years ended December 31, 2024 and 2023 was
$25.0 million and $19.2 million, respectively.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The legislation includes provisions that
allow for the immediate expensing of domestic U.S. research and development expenses and other changes to the U.S.
taxation of profits derived from foreign operations. The provisions of the OBBBA have multiple effective dates from 2025
through 2027. The changes effective in 2025 are included in our provision for income taxes for the year ended December
31, 2025 and were not material.
The primary difference between our effective tax rate and the U.S. federal statutory rate is the research and development
credit partially offset by state tax expense for the year ended December 31, 2025. The primary difference between our
effective tax rate and the U.S. federal statutory rate is the full valuation allowance we have established on our U.S. federal,
state, excluding California, deferred tax assets for the year ended December 31, 2024.
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Significant components of our deferred tax assets and liabilities are as follows (in thousands):
December 31,
2025
2024
Deferred tax assets:
Net operating loss carryforwards
$
569,975 $
524,598
Research tax credits
786,586
677,104
Reserves, accruals and other
27,463
33,312
Lease obligations
50,331
41,493
Share-based compensation
36,311
33,793
Research capitalization and amortization
486,379
623,368
Total deferred tax assets
1,957,045
1,933,668
Less: valuation allowance
(346,095)
(322,070)
Deferred tax assets, net of valuation allowance
1,610,950
1,611,598
Deferred tax liabilities:
Depreciation and amortization
(15,838)
(6,394)
Prepaid expenses
(2,959)
(2,665)
Total deferred tax liabilities
(18,797)
(9,059)
Deferred tax assets (liabilities)
$
1,592,153 $
1,602,539
Due to uncertainty regarding realizability of our deferred tax assets in California, we believe that it is more likely than not
that our California deferred tax assets will not be realizable as of December 31, 2025. Due to our history of losses, we
believe it is more likely than not that our Irish deferred tax assets will not be realized as of December 31, 2025. Our
valuation allowance increased by $24.0 million for the year ended December 31, 2025, primarily due to California tax
credits generated during the year.
Given our current and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive
evidence may become available to allow us to determine that the valuation allowance recorded against our Ireland
deferred tax assets could be released within the next twelve months. The reversal would result in the recognition of
Ireland deferred tax assets and a corresponding income tax benefit in the period the release is recorded. However, the
exact timing and amount of the valuation allowance release are subject to change based on our actual operating results.
As of December 31, 2025, we had federal, California and other state net operating loss carryforwards of $2,160.6 million,
$554.3 million and $956.4 million, respectively. Our federal carryforwards do not expire. If not utilized, our California and
other state carryforwards will begin to expire in 2029 and 2026, respectively. Utilization of our net operating loss
carryforwards may be subject to annual limitations due to the ownership change limitations provided by Section 382 of the
Internal Revenue Code and similar state provisions. Our net operating loss carryforwards could expire before utilization if
subject to annual limitations. As of December 31, 2025, we had $198.2 million and $6.7 million of Irish and Other Foreign
net operating loss carryforwards, respectively, that can be carried forward indefinitely.
As of December 31, 2025, we had federal, California, other state and foreign research and development credit
carryforwards of $711.4 million, $490.0 million, $2.0 million and $3.4 million, respectively. If not utilized, our federal and
foreign carryforwards will begin to expire in 2039, 2033 and 2043, respectively. Our California carryforwards do not
expire.
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Changes in gross unrecognized tax benefits were as follows (in thousands):
Gross Unrecognized
Tax Benefits
Balance as of December 31, 2023
$
250,905
Increases for tax positions of prior years
6,545
Decreases for tax positions of prior years
(196)
Increases for tax positions of current year
56,819
Balance as of December 31, 2024
$
314,073
Increases for tax positions of prior years
1,900
Decreases for tax positions of prior years
(38)
Increases for tax positions of current year
54,274
Balance as of December 31, 2025
$
370,209
Recognizing the $370.2 million of gross unrecognized tax benefits we had as of December 31, 2025 would affect our
effective tax rate by $219.4 million. The remaining $150.8 million of gross unrecognized tax benefits would be offset by
the reversal of related deferred tax assets, which primarily are subject to a full valuation allowance. We recognize interest
and penalties related to uncertain tax positions in provision for income taxes. Accrued interest and penalties are not
material as of December 31, 2025 and 2024.
We are subject to taxation in the U.S. and various other state and foreign jurisdictions. As we have net operating loss
carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. For material foreign
jurisdiction, the tax years open to examination include the years 2021 and forward.
11. Geographical information
Revenue disaggregated by geography based on our customers’ billing addresses is as follows (in thousands):
Year Ended December 31,
2025
2024
2023
U.S. and Canada
(1)
$
3,052,639 $
2,739,887 $
2,350,188
Europe
(2)
779,092
601,187
501,290
Rest of World
390,036
305,092
203,593
Total revenue
$
4,221,767 $
3,646,166 $
3,055,071
(1)
United States revenue was $2,912.0 million, $2,612.1 million and $2,226.3 million for the years ended December 31, 2025, 2024 and
2023, respectively. No individual country other than the United States exceeded 10% of our total revenue for any period presented.
(2)
Europe includes Russia and Turkey.
Property and equipment, net and operating lease right-of-use assets by geography is as follows (in thousands):
December 31,
2025
2024
United States
$
140,049 $
74,623
United Kingdom
26,234
3,249
Ireland
22,151
24,201
International
(1)
28,416
29,418
Total property and equipment, net and operating lease right-of-use assets
$
216,850 $
131,491
(1)
Other than the United States, United Kingdom and Ireland, no other country exceeded 10% of our total property and equipment, net
and operating lease right-of-use assets for any period presented.
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12. Subsequent events
Restructuring
On January 26, 2026, we announced a global restructuring plan (the “Plan”) that includes a workforce reduction of less
than 15% as well as office space reductions. As a result, we expect to incur total pre-tax restructuring charges of
approximately $35.0 million to $45.0 million, which are expected to be primarily cash-related expenditures. We expect to
complete the Plan by the third quarter of 2026.
Acquisition
In December 2025, we entered into a definitive agreement to acquire tvScientific, a connected TV performance
advertising platform, for $450.0 million in cash, subject to certain adjustments. The transaction is expected to close in the
first half of 2026, subject to customary closing conditions, including required regulatory approval.
Part II
92
Item 9. Changes in and disagreements
with accountants on accounting and
financial disclosure
None.
Item 9A. Controls and procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), has
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended ("Exchange Act")), as of the end of the period covered by this Annual
Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31, 2025, our
disclosure controls and procedures were effective to provide reasonable assurance that information we are required to
disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"), and that such
information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
Management's report on internal control over financial
reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our
internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment,
management has concluded that its internal control over financial reporting was effective as of December 31, 2025 to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with U.S. GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit
report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report
on Form 10-K.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under
the Exchange Act) during the period covered by this Annual Report on Form 10-K that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
Limitations on effectiveness of controls and procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that
management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to
their costs.
Part II
93
Item 9B. Other information
During the last fiscal quarter, our directors and section 16 officers entered into or terminated the following Rule 10b5–1
trading arrangements, the material terms of which are summarized below:
On November 25, 2025, Gokul Rajaram, a member of our Board of Directors, adopted a trading plan intended to satisfy
Rule 10b5-1(c) under the Exchange Act to sell, between February 23, 2026, and January 20, 2027, up to 21,000 shares of
our Class A common stock.
Item 9C. Disclosure regarding foreign
jurisdictions that prevent inspections
Not applicable.
Part II
94
Part III
Item 10. Directors, executive officers and
corporate governance
The information required by this item is incorporated by reference to the sections titled “Election of directors”, “Corporate
governance”, "Executive officers," “Executive compensation” and, as applicable, "Delinquent section 16(a) reports" that
will be included in our Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission (SEC) within 120 days of December 31, 2025 (the "2026 Proxy Statement").
Item 11. Executive compensation
The information required by this item is incorporated by reference to the sections titled “Executive compensation” and
"Director compensation" that will be included in our 2026 Proxy Statement.
Item 12. Security ownership of certain
beneficial owners and management and
related stockholder matters
The information required by this item is incorporated by reference to the sections titled “Security ownership of certain
beneficial owners and management” and "equity compensation plan information" that will be included in our 2026 Proxy
Statement.
Item 13. Certain relationships and
related transactions, and director
independence
The information required by this item is incorporated by reference to the sections titled “Election of directors” and “Other
matters” that will be included in our 2026 Proxy Statement.
Item 14. Principal accountant fees and
services
The information required by this item is incorporated by reference to the section titled “Audit matters” that will be
included in our 2026 Proxy Statement.
95
Part IV
Item 15. Exhibits and financial statement
schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1.
Consolidated Financial Statements
The consolidated financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial
Statements and Supplementary Data.”
2.
Financial Statement Schedules
Financial statement schedules are omitted because they are either not applicable or the information required is
presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”
3.
Exhibits
The exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual
Report on Form 10-K.
Exhibit
Number
Incorporated by Reference
Exhibit Description
Form
File No.
Exhibit
Filing Date
3.1
Restated Certificate of Incorporation of the Company.
8-K
001-38872
3.3
May 27, 2025
3.2
Amended and Restated Bylaws of the Company.
8-K
001-38872
3.1
May 27, 2025
4.1
Description of our Common Stock.
10-K
001-38872
4.2
February 7, 2020
4.2
Form of Indenture.
10-K
001-38872
4.3
February 3, 2022
10.2+
Form of Executive Severance & Change in Control
Agreement (CEO).
S-1/A
333-230458
10.14
April 8, 2019
10.3+
Form of Amended and Restated Executive Severance
& Change in Control Agreement (Non-CEO).
10-K
001-38872
10.3
February 3, 2022
10.4+
Confidential Information and Invention Assignment
Agreement by and between Cold Brew Labs Inc. and
Benjamin Silbermann, dated as of October 28, 2008.
S-1/A
333-230458
10.4
March 29, 2019
10.5+
Pinterest, Inc. 2019 Omnibus Incentive Plan.
S-1/A
333-230458
10.11
March 29, 2019
10.6+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Restricted Stock Unit Grant Notice and Agreement.
S-1/A
333-230458
10.12
April 8, 2019
10.7+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Restricted Stock Grant Notice and Agreement.
10-K
001-38872
10.14
February 7, 2020
10.8+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Stock Option Grant Notice and Agreement.
10-K
001-38872
10.15
February 7, 2020
10.9+
Non-Employee Director Compensation Policy.
10-Q
001-38872
10.1
August 7, 2025
10.10+
Offer Letter, dated June 22, 2022, between Pinterest,
Inc. and William Ready.
8-K
001-38872
10.1
June 28, 2022
10.11+
Executive Severance and Change in Control
Agreement, dated June 23, 2022 between Pinterest,
Inc. and William Ready.
8-K
001-38872
10.2
June 28, 2022
10.12+
Transition Letter, dated June 22, 2022 between
Pinterest, Inc. and Ben Silbermann.
8-K
001-38872
10.3
June 28, 2022
96
10.13+
Pinterest, Inc. 2019 Omnibus Incentive Plan Stock
Option Grant Notice and Agreement by and between
Pinterest, Inc. and William Ready, dated as of June 29,
2022.
10-Q
001-38872
10.4
August 1, 2022
10.14+
Pinterest, Inc. 2019 Omnibus Incentive Plan
Restricted Stock Award Grant Notice and Agreement
by and between Pinterest, Inc. and William Ready,
dated as of August 31, 2022.
10-Q
001-38872
10.1
October 27, 2022
10.15+
Offer Letter, dated November 14, 2022, between
Pinterest, Inc. and Wanji Walcott.
10-K
001-38872
10.25
February 6, 2023
10.16+
Offer Letter, dated May 24, 2023, between Pinterest,
Inc. and Julia Brau Donnelly.
8-K
001-38872
10.1
May 30, 2023
10.17+
Pinterest, Inc. Severance Plan for Certain Employees.
10-Q
001-38872
10.1
October 30, 2023
10.18
Revolving Credit Agreement, by and among the
Company, the Guarantors and JP Morgan Chase Bank,
N.A., as administrative agent, dated as of
October 25, 2022.
10-Q
001-38872
10.2
October 27, 2022
10.19
First Amendment to Revolving Credit and Guaranty
Agreement, by and among the Company, the
Guarantors and JP Morgan Chase Bank, N.A., as
administrative agent, dated as of October 19, 2023.
10-Q
001-38872
10.2
October 30, 2023
10.20
Cooperation Agreement, dated December 6, 2022, by
and among Elliott Associates, L.P., Elliott International
L.P. and Pinterest, Inc.
8-K
001-38872
10.1
December 6, 2022
10.21+*
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Performance-Based Restricted Stock Unit Grant
Notice and Agreement.
10-K
001-38872
10.26
February 6, 2025
10.22+*
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Performance-Based Restricted Stock Unit Grant
Notice and Agreement (rTSR).
10-K
001-38872
10.27
February 6, 2025
10.23+
Offer Letter, dated May 17, 2024, between Pinterest,
Inc. and Matthew Madrigal.
10-K
001-38872
10.28
February 6, 2025
10.24+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Performance-Based Restricted Stock Unit Grant
Notice and Agreement (rTSR), effective February 26,
2025, prospectively.
10-Q
001-38872
10.1
May 8, 2025
10.25+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Stock Option Grant Notice and Agreement, effective
February 26, 2025, prospectively.
10-Q
001-38872
10.2
May 8, 2025
10.26+
Form of Pinterest, Inc. 2019 Omnibus Incentive Plan
Restricted Stock Unit Grant Notice and Agreement,
effective February 26, 2025, prospectively.
10-Q
001-38872
10.3
May 8, 2025
10.27+
Form of Indemnification Agreement between the
Company and each of its directors and
executive officers.
10-Q
001-38872
10.1
November 4, 2025
10.28*
Offer Letter, dated November 15, 2021, between
Pinterest, Inc. and Malik Ducard.
19.1
Pinterest, Inc. Insider Trading Policy.
10-K
001-38872
19.1
February 6, 2025
21.1*
List of Subsidiaries of Pinterest, Inc.
Part IV
97
23.1*
Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm.
24.1*
Power of Attorney.
31.1*
Certification of Principal Executive Officer pursuant
to Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.1**
Certifications of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
97.1
Pinterest, Inc. Clawback Policy.
10-K
001-38872
97.1
February 8, 2024
101.INS*
Inline XBRL Instance Document (the instance
document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline
XBRL document).
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation
Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition
Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label
Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation
Linkbase Document.
104*
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
+ Indicates a management contract or compensatory plan
* Filed herewith
** Furnished herewith
Item 16. Form 10-K summary
None.
Part IV
98
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
PINTEREST, INC.
Date: February 12, 2026
By:
/s/ Julia Brau Donnelly
Julia Brau Donnelly
Chief Financial Officer
(Principal Financial Officer)
99
Power of attorney
The undersigned directors and officers of Pinterest, Inc. hereby constitute and appoint William Ready, Julia Brau Donnelly
and Wanjiku Walcott, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same,
with all exhibits thereto, and all other documents in connection therewith with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the registrant in the capacities and on the dates indicated.
100
Name
Title
Date
/s/ William Ready
Chief Executive Officer (Principal Executive Officer) and Director
February 12, 2026
William Ready
/s/ Chip Bergh
Director
February 12, 2026
Chip Bergh
/s/ Salaam Coleman Smith
Director
February 12, 2026
Salaam Coleman Smith
/s/ Leslie J. Kilgore
Director
February 12, 2026
Leslie J. Kilgore
/s/ Gokul Rajaram
Director
February 12, 2026
Gokul Rajaram
/s/ Emily Reuter
Director
February 12, 2026
Emily Reuter
/s/ Fredric G. Reynolds
Director
February 12, 2026
Fredric G. Reynolds
/s/ Scott Schenkel
Director
February 12, 2026
Scott Schenkel
/s/ Benjamin Silbermann
Director
February 12, 2026
Benjamin Silbermann
/s/ Marc Steinberg
Director
February 12, 2026
Marc Steinberg
/s/ Andrea Wishom
Director
February 12, 2026
Andrea Wishom
/s/ Julia Brau Donnelly
Chief Financial Officer (Principal Financial Officer)
February 12, 2026
Julia Brau Donnelly
/s/ Andrea Acosta
Chief Accounting Officer (Principal Accounting Officer)
February 12, 2026
Andrea Acosta
Power of attorney
101
Headquarters
651 Brannan Street
San Francisco, California 94107
(415) 762-7100
Investor Relations Website
investor.pinterestinc.com
