pins-20260407

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Pinterest, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 Proxy Statement - Mission Values.jpg

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

Performance highlights

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


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 c ompensation t able			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/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 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

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

To approve, on a non-binding advisory basis, the compensation of our named executive officers (“say-on-pay”).

“FOR”

SEC Form DEF 14A filed by Pinterest Inc.