pins-20260407

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

SCHEDULE 14A

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


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


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

Pinterest, Inc.

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


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

2026 Proxy Statement - Mission Values.jpg

Letter from the CEO


						Dear fellow stockholders: We have continued to transform Pinterest over the last few years, and our 2025 results show the progress we’ve made and the scale of the opportunity ahead. In 2025, we delivered a record $4.2 billion in revenue, up 16% year‑over‑year. We also reached 619 million monthly active users, up 12% year over year. Users are at all‑time highs and overall engagement continues to grow. We’ve been able to achieve these results through strong product innovation with our unique and best-in-class AI-powered visual search capabilities. Most importantly, people come to Pinterest with commercial intent, even when they don’t yet know the exact words, brands or products they want, and we help them move from inspiration to action. As we’ve scaled, we’ve also become a profitable company, ending 2025 with a net income margin of 10%, an Adjusted EBITDA margin of approximately 30%, net cash provided by operating activities of $1.28 billion and free cash flow of $1.25 billion(1). With AI at the core of everything we do, Pinterest has become an AI‑powered visual search and shopping destination. We’ve launched new experiences such as Pinterest Assistant, our visual‑first collaborator, and we’ve made significant advancements to our performance advertising platform, helping brands reach customers and drive measurable results. At the center of our progress is our mission: to bring everyone the inspiration to create a life they love. In a world where much of the internet is increasingly divisive, Pinterest continues to stand out as a positive destination where people come to discover, shop and take action on their ideas to make their real lives better. We believe this focus on positivity is a differentiator for users, advertisers and partners. We remain focused on protecting the safety and wellbeing of our users, particularly young people, and have made deliberate choices to make Pinterest a positive online place. That’s why we’ve made Pinterest private‑only for users under 16 and turned off most social features for this group. In addition, we were among the first to support app‑store level age verification and have spoken out in favor of phone‑free schools. Through the Pinterest Impact Fund, we’ve invested nearly $10 million in 2025 to organizations around the world that are working to advance youth mental health, emotional wellbeing and community resilience. Through our partnership with the Youth Mental Health Corps, we’ve helped expand peer mental health support programs in the U.S. Looking ahead, this is a moment of extraordinary innovation at Pinterest and across our industry, one we have been building toward for several years. Our user and engagement trends reinforce that our product direction is working. We are confident that we’ll continue to create positive, inspirational experiences for users, and an AI-powered performance advertising platform for advertisers. I am proud of the progress we have made in 2025 and excited about what comes next. I am grateful to our employees, users, advertisers, partners and stockholders for their continued support. Sincerely, Bill Ready Chief Executive Officer

"In a world where much of the internet is increasingly divisive, Pinterest continues to stand out as a positive destination where people come to discover, shop, and take action on their ideas to make their real lives better." (1) Adjusted EBITDA, Adjusted EBITDA margin and free cash flow are non-GAAP financial measures. See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.


Pinterest 2026 Proxy Statement			1


2			Pinterest 2026 Proxy Statement

Performance highlights

Business and strategic highlights

Overview of 2025 results

Our key financial and operating results as of and for the year ended December 31, 2025, are as follows:

Monthly active users
(in millions)

Revenue
(in millions)

Revenue

$4,222M

Global Monthly active users (“MAUs”)(1)

619M

Average revenue per user ("ARPU")(2)

$7.21

Net income

$417M

Adjusted EBITDA(3)

$1,270M

Net income (4)
(in millions)

Adjusted EBITDA
(in millions)

(1)We define a monthly active user as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs does not include Shuffles users unless they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the current period.

(2)We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur.

(3)We define Adjusted EBITDA, a non-GAAP measure, as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, payroll tax expense related to share-based compensation, interest income (expense), net, other income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

(4)Net income for the year ended December 31, 2025 was $417 million, as compared to $1,862 million for the year ended December 31, 2024 primarily due to the release of our valuation allowance on our U.S. federal and state, excluding California, deferred tax assets during the fourth quarter of 2024.

Average revenue per user


Pinterest 2026 Proxy Statement			3

Table of contents


Letter from the CEO			1
Performance highlights			2
Notice of annual meeting of stockholders			5
Proxy summary			6

Election of directors			10
Proposal 1: Election of directors
Our board of directors			11
Director selection and recruitment			23
Director independence			24

Corporate governance			25
Board structure and role			25
Board’s role			27
Board engagement			29
Impact			29
Other governance practices			32

Director compensation			33
2025 Director c ompensation

SEC Form DEF 14A filed by Pinterest Inc.