PINS 8-K: Smart Summary

On March 3, 2026, Pinterest, Inc. entered into two material agreements: an Investment Agreement with Elliott Associates, L.P. and Elliott International, L.P. for the issuance of $1B in 1.75% Convertible Senior Notes due 2031, and an Accelerated Share Repurchase (ASR) agreement with Goldman Sachs & Co. LLC for $1B in Class A common stock repurchases under a new $3.5B share repurchase program authorized by the Board on March 2, 2026.

• Investment Agreement (Convertible Senior Notes) — Pinterest, Inc. (issuer) and Elliott Associates, L.P. and Elliott International, L.P. (purchasers), dated March 3, 2026; Pinterest to issue $1B aggregate principal amount of 1.75% Convertible Senior Notes due March 1, 2031, governed by an indenture with U.S. Bank Trust Company, National Association as trustee; initial conversion rate of 44.0063 shares of Class A common stock per $1,000 principal amount (initial conversion price of approximately $22.72 per share, representing a 30% premium to the March 2, 2026 closing price); notes convertible under specified conditions prior to December 1, 2030 and freely convertible on or after December 1, 2030; redeemable at Company option on or after March 5, 2029 at 100% of principal if stock trades at least 130% of conversion price for at least 20 of 30 consecutive trading days; holders may require repurchase at 100% of principal upon a Fundamental Change; lock-up restricting Elliott transfers for two years from closing (or earlier upon change of control); Elliott granted customary registration rights; Marc Steinberg (Elliott designee) to continue on Board through 2026 annual meeting and be included in Company's 2026 nominee slate as Class I director with term expiring at 2029 annual meeting; standstill and voting commitments binding on Elliott until the later of 20 days after Elliott Director ceases to serve or the two-year anniversary of closing; Company obligations terminate if Elliott ceases to beneficially own a net long position of at least 4.3% of outstanding Class A common stock; agreement terminates automatically if closing does not occur by April 1, 2026
• Accelerated Share Repurchase (ASR) Agreements — Pinterest, Inc. (counterparty) and Goldman Sachs & Co. LLC (dealer), dated March 3, 2026; Pinterest to repurchase $1B of Class A common stock under the 2026 Share Repurchase Program; Company to pay $1B to Goldman Sachs on March 5, 2026 and receive an initial delivery of approximately 80% of total expected repurchase shares (based on March 4, 2026 closing price) on March 5, 2026; final share count based on average daily volume-weighted average prices during the ASR term, less a discount; final settlement scheduled no later than May 1, 2026, subject to acceleration at Goldman Sachs's option; upon final settlement, Goldman Sachs may deliver additional shares or Company may deliver shares or make a cash payment at its election

• Board authorized new 2026 Share Repurchase Program of $3.5B on March 2, 2026, canceling the November 2024 program
• $473M in share repurchases completed year-to-date under the prior November 2024 program
• $1B accelerated share repurchase (ASR) agreement entered into with Goldman Sachs & Co. LLC on March 3, 2026
• Pinterest will pay $1B to Goldman Sachs on March 5, 2026 and receive initial delivery of approximately 80% of total shares expected to be repurchased
• Final settlement of the ASR scheduled to occur no later than May 1, 2026; may be accelerated at Goldman Sachs's option
• After giving effect to the ASR, aggregate remaining authorization under the 2026 Share Repurchase Program is approximately $2.5B

• Closing Conditions (Purchaser obligations) — Transaction not prohibited or enjoined by any governmental authority; Company and trustee must have executed and delivered the Indenture and Notes; Company representations and warranties must be true and correct in all material respects; Company must have performed all required agreements and obligations; Company must deliver an officer's certificate confirming satisfaction of conditions; closing expected on or about March 5, 2026
• Closing Conditions (Company obligations) — Transaction not prohibited or enjoined by any governmental authority; trustee must have executed and delivered the Indenture; Purchaser representations and warranties must be true and correct in all material respects; each Purchaser must have performed all required obligations; each Purchaser must deliver an authorized person's certificate confirming satisfaction of conditions
• Antitrust/Regulatory Approvals — Any required filings or approvals under the HSR Act or foreign antitrust or competition laws in connection with the issuance of Class A common stock upon conversion of the Notes; NYSE supplemental listing application required
• Termination Deadline — Agreement automatically terminates five business days after April 1, 2026 if closing has not occurred by 5:30 p.m. New York time on April 1, 2026 (unless parties are seeking specific enforcement)
• ASR Final Settlement — Final settlement scheduled no later than May 1, 2026; subject to earlier acceleration at Goldman Sachs's option; final share count subject to VWAP-based calculation, discount, and customary adjustments
• Convertible Notes Stock Price Threshold for Conversion (pre-December 1, 2030) — Convertible during a fiscal quarter if stock trades above 150% of conversion price for at least 20 of 30 consecutive trading days (reduced to 130% if Elliott and affiliates no longer own a majority of outstanding Notes principal prior to the relevant 30-day period); also convertible upon Company optional redemption notice, specified corporate events, or if trading price per $1,000 principal falls below 98% of stock price times conversion rate for each of 10 consecutive trading days

• Elliott Associates, L.P. and Elliott International, L.P. to purchase $1B aggregate principal amount of 1.75% Convertible Senior Notes due 2031
• Notes bear interest at 1.75% per annum, payable semi-annually on March 1 and September 1, commencing September 1, 2026
• Notes mature March 1, 2031, subject to earlier conversion, redemption, or repurchase
• Initial conversion rate of 44.0063 shares of Class A common stock per $1,000 principal amount, equal to an initial conversion price of approximately $22.72 per share (a 30% premium to the March 2, 2026 closing price)
• On or after March 5, 2029, Notes redeemable at Company's option at 100% of principal plus accrued interest if Class A common stock trades at least 130% of conversion price for at least 20 of 30 consecutive trading days
• Closing expected on or about March 5, 2026; trustee is U.S. Bank Trust Company, National Association

• Section 4(a)(2) of the Securities Act of 1933 — private placement exemption from registration; relied upon based in part on representations made by Elliott in the Investment Agreement, including that each purchaser is an accredited investor acquiring the Notes for its own account and not with a view toward distribution in violation of securities laws

• Convertible Notes Principal — $1B aggregate principal amount issued to Elliott at a purchase price equal to par (100% of principal amount)
• Interest Rate — 1.75% per annum, payable semi-annually in arrears on March 1 and September 1, commencing September 1, 2026
• Conversion Terms — Initial conversion rate of 44.0063 shares per $1,000 principal; initial conversion price of approximately $22.72 per share, subject to customary anti-dilution adjustments
• Optional Redemption — Company may redeem at 100% of principal plus accrued interest on or after March 5, 2029 if stock trades at least 130% of conversion price for at least 20 of 30 consecutive trading days; minimum $100M aggregate principal must remain outstanding and uncalled if less than all Notes are redeemed
• Fundamental Change Repurchase — Holders may require repurchase at 100% of principal plus accrued interest upon a Fundamental Change
• ASR Payment — $1B cash payment to Goldman Sachs on March 5, 2026; initial delivery of approximately 80% of expected total repurchase shares on March 5, 2026
• 2026 Share Repurchase Program — Board authorized $3.5B total program on March 2, 2026; after giving effect to the $1B ASR, approximately $2.5B of authorization remains
• Prior Repurchase Program — November 2024 program canceled; $473M of repurchases completed year-to-date under that program
• Additional Intended Repurchases — Company intends to repurchase up to an additional $500M in shares from cash on hand pursuant to a Rule 10b5-1 trading plan

• 1.75% Convertible Senior Notes due 2031 — Issuer: Pinterest, Inc.; Purchasers: Elliott Associates, L.P. and Elliott International, L.P.; Principal amount: $1,000,000,000; Maturity: March 1, 2031 (subject to earlier conversion, redemption or repurchase); Interest rate: 1.75% per annum, payable semi-annually in arrears on March 1 and September 1, commencing September 1, 2026; Trustee: U.S. Bank Trust Company, National Association; Initial conversion rate: 44.0063 shares of Class A common stock per $1,000 principal amount (initial conversion price of approximately $22.72 per share, representing a 30% premium to the closing price on March 2, 2026); Closing expected on or about March 5, 2026
• Accelerated Share Repurchase Obligation — Counterparty: Pinterest, Inc.; Dealer: Goldman Sachs & Co. LLC; Prepayment amount: $1,000,000,000, payable on March 5, 2026; Initial delivery: approximately 80% of total shares expected to be repurchased, based on closing price on March 4, 2026; Final number of shares based on average daily volume-weighted average prices during the term less a discount; Scheduled final settlement no later than May 1, 2026, with acceleration option held by Goldman Sachs

• 1.75% Convertible Senior Notes due 2031 — $1,000,000,000 aggregate principal amount; purchase price equal to principal amount; initial conversion rate of 44.0063 shares of Class A common stock per $1,000 principal amount (initial conversion price of approximately $22.72 per share); purchasers: Elliott Associates, L.P. and Elliott International, L.P.; agreement date: March 3, 2026; expected closing: on or about March 5, 2026

• Conversion Conditions (prior to December 1, 2030) — Notes are convertible only if: (1) last reported sale price of Class A common stock is greater than 150% of conversion price for at least 20 of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter (threshold reduced to 130% if Elliott and affiliates no longer own a majority of outstanding principal amount); (2) the Company calls the Notes for optional redemption; (3) specified corporate events occur; or (4) trading price per $1,000 principal amount is less than 98% of the product of last reported sale price and conversion rate for each of 10 consecutive trading days; on or after December 1, 2030, holders may convert at any time prior to the scheduled trading day preceding maturity
• Settlement upon Conversion — Upon conversion, the Company will pay or deliver cash and shares of Class A common stock, if any
• Optional Redemption — On or after March 5, 2029, the Company may redeem Notes for cash, in whole or in part, if the last reported sale price of Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on the trading day immediately preceding the redemption notice date; redemption price: 100% of principal amount plus accrued and unpaid interest; the Company may not call less than all outstanding Notes for optional redemption unless at least $100M aggregate principal amount of Notes are outstanding and not called for optional redemption as of the date of the related redemption notice
• Fundamental Change Repurchase — Upon a change of control or failure of Class A common stock to be listed on certain stock exchanges, holders may require the Company to repurchase all or part of the Notes at 100% of principal amount plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date
• Events of Default — The Indenture will include customary events of default which may result in acceleration of maturity of the Notes
• Lock-Up — Elliott is restricted from transferring the Notes and shares of Class A common stock issued upon conversion for a period ending on the second anniversary of the Closing (or earlier upon a change of control), subject to certain exceptions including transfers to affiliates, transfers to satisfy margin calls or repay Permitted Loans, participation in qualifying third-party tender/exchange offers, and transfers pursuant to mergers or similar transactions
• Standstill — Elliott has agreed to standstill restrictions until the later of (i) 20 days after the Elliott Director has ceased to serve on the Board of Directors and (ii) the two-year anniversary of the Closing
• Voting Commitments — Elliott has agreed to abide by certain voting commitments during the Standstill Period
• Governance Rights — Marc Steinberg, Elliott's designee, will continue to serve on the Board through the 2026 annual meeting; the Company will include Mr. Steinberg in its slate of nominees at the 2026 annual meeting as a Class I director with a term expiring at the 2029 annual meeting; these obligations terminate if Elliott ceases to beneficially own a net long position of at least 4.3% of then-outstanding shares of Class A common stock
• Registration Rights — Elliott is provided customary registration rights, subject to customary limitations
• ASR Settlement — Upon final settlement of the ASR, Goldman Sachs may be required to deliver additional shares of Class A common stock, or Pinterest may be required to deliver shares of Class A common stock or make a cash payment, at its election, to Goldman Sachs; the ASR is governed by an ISDA 2002 Master Agreement framework; no collateral secures the ASR obligations; obligations under the ASR shall not be netted or set off against other obligations
• Anti-Dilution Adjustments — The conversion rate is subject to customary anti-dilution and other adjustments, including make-whole adjustments in connection with certain extraordinary transactions
• Blocker Provisions — The Investment Agreement includes provisions limiting Elliott's ability to convert Notes to the extent conversion would result in beneficial ownership exceeding specified thresholds (Section 4.18)

• Accelerated Share Repurchase — $1,000,000,000; Pinterest intends to use the proceeds from Elliott's investment to repurchase shares of its Class A common stock via a $1B accelerated share repurchase agreement with Goldman Sachs & Co. LLC, with payment expected on March 5, 2026