DEF 14A of Pinterest, Inc., Apr 8, 2026

DEF 14A of Pinterest, Inc.

Filed Apr 8, 2026 · FY20250001506293-26-000058

Open on EDGAR

  1. Business and strategic highlights

    | 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 |

  2. Our board of directors

    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.

  3. Our board of directors

    | | | | 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 Reuter1 | 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 Steelman2 | 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 |

  4. Our board of directors

    * 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.

  5. Our board of directors

    | Pinterest 2026 Proxy Statement | 7 |

  6. Our board of directors

    Our board of directors

  7. Board composition

    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.

  8. Board composition

    | Age | Independence | Tenure | Gender | Race/Ethnicity | | | | | | |

  9. Board composition

    | Pinterest 2026 Proxy Statement | 11 |

  10. Board experience and expertise

    Board experience and expertise The following reflects the experience and expertise of the members of our board, assuming the election of all nominees:

  11. Board experience and expertise

    | 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 | | |

  12. Board experience and expertise

    | 12 | Pinterest 2026 Proxy Statement |

  13. Class I director nominees for election at the 2026 annual meeting of stockholders

    Class I director nominees for election at the 2026 annual meeting of stockholders

  14. 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 | |

  15. Class I director nominees for election at the 2026 annual meeting of stockholders

    | 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 |

  16. Class I director nominees for election at the 2026 annual meeting of stockholders

    | Pinterest 2026 Proxy Statement | 13 |

  17. Class I director nominees for election at the 2026 annual meeting of stockholders

    | Gokul Rajaram Co-Founder and Partner of Marathon Management Partners Director since 2020 | |

  18. Class I director nominees for election at the 2026 annual meeting of stockholders

    | 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 |

  19. Class I director nominees for election at the 2026 annual meeting of stockholders

    | 14 | Pinterest 2026 Proxy Statement |

  20. Class I director nominees for election at the 2026 annual meeting of stockholders

    | Emily Reuter Chief Financial Officer, Instacart Director since 2025 | |

  21. Class I director nominees for election at the 2026 annual meeting of stockholders

    | 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 |

  22. Class I director nominees for election at the 2026 annual meeting of stockholders

    | | | | Marc Steinberg Partner, Elliott Investment Management L.P. Director since 2022 | |

  23. Class I director nominees for election at the 2026 annual meeting of stockholders

    | 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 |

  24. Class I director nominees for election at the 2026 annual meeting of stockholders

    | Pinterest 2026 Proxy Statement | 15 |

  25. Class II directors continuing in office until the 2027 annual meeting of stockholders

    Class II directors continuing in office until the 2027 annual meeting of stockholders

  26. 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 | |

  27. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | 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 |

  28. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | 16 | Pinterest 2026 Proxy Statement |

  29. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | Scott Schenkel Chief Financial Officer, Expedia Group Inc. Director since 2023 | |

  30. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | 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 |

  31. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | Pinterest 2026 Proxy Statement | 17 |

  32. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | Kecia Steelman President and Chief Executive Officer, Ulta Beauty, Inc. Director since 2026 | |

  33. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | 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 |

  34. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | 18 | Pinterest 2026 Proxy Statement |

  35. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | Andrea Wishom Former President, Skywalker Holdings LLC Director since 2020; Lead Independent Director | |

  36. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | 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 |

  37. Class II directors continuing in office until the 2027 annual meeting of stockholders

    | Pinterest 2026 Proxy Statement | 19 |

  38. Class III directors continuing in office until the 2028 annual meeting of stockholders

    Class III directors continuing in office until the 2028 annual meeting of stockholders

  39. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | Leslie Kilgore Former Chief Marketing Officer, Netflix, Inc. Director since 2019 | |

  40. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | 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 |

  41. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | 20 | Pinterest 2026 Proxy Statement |

  42. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | Bill Ready CEO, Pinterest Director since 2022 | |

  43. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | 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 |

  44. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | Pinterest 2026 Proxy Statement | 21 |

  45. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | Benjamin Silbermann Co-Founder, Pinterest Director since 2008; Non-Executive Chair | |

  46. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | 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 |

  47. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | Salaam Coleman Smith Former EVP, The Walt Disney’s ABC Television Group Director since 2020 | |

  48. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | 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 |

  49. Class III directors continuing in office until the 2028 annual meeting of stockholders

    | 22 | Pinterest 2026 Proxy Statement |

  50. 2025 Director compensation table

    2025 Director compensation table

  51. 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 |

  52. 2025 Director compensation table

    (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.

  53. 2025 Director compensation table

    | 34 | Pinterest 2026 Proxy Statement |

  54. 2025 Director compensation table

    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.

  55. 2025 Director compensation table

    | 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 |

  56. 2025 Director compensation table

    * 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.

  57. 2025 Director compensation table

    | Pinterest 2026 Proxy Statement | 35 |

  58. 2025 Director compensation table

    | Proposal 2 Non-binding advisory vote on our named executive officers’ compensation |

  59. 2025 Director compensation table

    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.

  60. 2025 Director compensation table

    | The board recommends a vote FOR the approval, on a non-binding advisory basis, of our named executive officers’ compensation |

  61. 2025 Director compensation table

    | 36 | Pinterest 2026 Proxy Statement |

  62. 2025 Director compensation table

    | Proposal 3 Non-binding advisory vote on the frequency of future advisory votes to approve our named executive officers’ compensation |

  63. 2025 Director compensation table

    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.

  64. 2025 Director compensation table

    | The board recommends a vote to hold say-on-pay votes every ONE YEAR |

  65. 2025 Director compensation table

    | Pinterest 2026 Proxy Statement | 37 |

  66. Executive compensation program highlights

    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.

  67. Evolution of Our Incentive Program Design

    Evolution of Our Incentive Program Design

  68. 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 | | | | | | | | | | | | | | | | | |

  69. Evolution of Our Incentive Program Design

    | Pinterest 2026 Proxy Statement | 39 |

  70. 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. |

  71. Our Box Car Equity Structure’s Impact on 2025 Awards

    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

  72. Our Box Car Equity Structure’s Impact on 2025 Awards

    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.

  73. Our Box Car Equity Structure’s Impact on 2025 Awards

    | | | 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. | | | | | | | | | |

  74. Compensation governance

    | 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 |

  75. Competitive positioning

    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

  76. Competitive positioning

    | 44 | Pinterest 2026 Proxy Statement |

  77. Competitive positioning

    •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:

  78. Competitive positioning

    | 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. | |

  79. Competitive positioning

    *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.

  80. Elements of our executive compensation program

    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.

  81. Short-term incentive compensation

    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:

  82. Short-term incentive compensation

    | 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 |

  83. Company performance measures

    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.

  84. Funding methodology

    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.

  85. Funding methodology

    | | | 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% |

  86. Funding methodology

    (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%.

  87. 2025 bonus payouts

    2025 bonus payouts Based on these performance results, the final payout of the 2025 cash bonus plan for the NEOs is set forth below.

  88. 2025 bonus payouts

    | 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 |

  89. Long-term incentive compensation

    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.

  90. RSU awards

    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

  91. RSU awards

    | Pinterest 2026 Proxy Statement | 47 |

  92. RSU awards

    $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.

  93. PSU awards

    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:

  94. PSU awards

    | Performance Level | rTSR Rank (1) | Payout (2) | | Below Threshold | <25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | >=75th Percentile | 200% |

  95. PSU awards

    | 48 | Pinterest 2026 Proxy Statement |

  96. PSU awards

    (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.

  97. 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. |

  98. Post-employment compensation arrangements

    | 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. |

  99. Post-employment compensation arrangements

    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.

  100. Employment arrangements

    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.

  101. Accounting considerations

    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.

  102. Equity award grant practices

    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.

  103. Equity award grant practices

    | Pinterest 2026 Proxy Statement | 51 |

  104. Summary compensation

    | 2025 Summary compensation table |

  105. Summary compensation

    | 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 |

  106. Grants of plan-based awards

    Grants of plan-based awards The following table shows certain information regarding grants of plan-based awards to our NEOs in 2025.

  107. Grants of plan-based awards

    | 2025 Grants of plan-based awards table |

  108. Grants of plan-based awards

    | 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 |

  109. Grants of plan-based awards

    (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.

  110. Grants of plan-based awards

    | 54 | Pinterest 2026 Proxy Statement |

  111. Grants of plan-based awards

    (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.

  112. Outstanding equity awards

    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.

  113. Outstanding equity awards

    | Outstanding equity awards at fiscal 2025 year-end table |

  114. Outstanding equity awards

    | | | 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 | | |

  115. Outstanding equity awards

    (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.

  116. Outstanding equity awards

    | Pinterest 2026 Proxy Statement | 55 |

  117. Outstanding equity awards

    (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.

  118. Option exercises and stock vested

    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.

  119. Option exercises and stock vested

    | 2025 Option exercises and stock vested table |

  120. Option exercises and stock vested

    | | 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 |

  121. Option exercises and stock vested

    (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.

  122. Option exercises and stock vested

    | 56 | Pinterest 2026 Proxy Statement |

  123. Potential payments upon termination or change in control

    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.

  124. CEO pay ratio

    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.

  125. CEO pay ratio

    | 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 |

  126. CEO pay ratio

    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.”

  127. CEO pay ratio

    | Pinterest 2026 Proxy Statement | 59 |

  128. CEO pay ratio

    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.

  129. Pay versus performance

    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.

  130. 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 |

  131. Relationship between compensation actually paid and performance measures

    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.

  132. Compensation actually paid versus company TSR

    Compensation actually paid versus company TSR

  133. Compensation actually paid versus company TSR

    | 62 | Pinterest 2026 Proxy Statement |

  134. Compensation actually paid versus company net income

    Compensation actually paid versus company net income

  135. Compensation actually paid versus company revenue

    Compensation actually paid versus company revenue

  136. Compensation actually paid versus company revenue

    | Pinterest 2026 Proxy Statement | 63 |

  137. Compensation actually paid versus company revenue

    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.

  138. Compensation actually paid versus company revenue

    | 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 | — | — | — |

  139. Compensation actually paid versus company revenue

    (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).

  140. Compensation actually paid versus company revenue

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  141. Compensation actually paid versus company revenue

    Audit matters

  142. Compensation actually paid versus company revenue

    | Proposal 4 Ratification of selection of independent auditor |

  143. Compensation actually paid versus company revenue

    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.

  144. Compensation actually paid versus company revenue

    | The board recommends a vote FOR the ratification of Ernst & Young LLP |