PINS 8-K: Smart Summary

On March 5, 2026, Pinterest, Inc. completed the closing of its sale of $1B in aggregate principal amount of 1.75% Convertible Senior Notes due 2031 to Elliott Associates, L.P. and Elliott International, L.P. pursuant to an Investment Agreement dated March 3, 2026, and concurrently entered into an Indenture with U.S. Bank Trust Company, National Association, as trustee, governing the terms of the Notes.

• Investment Agreement — Pinterest, Inc. (issuer) and Elliott Associates, L.P. and Elliott International, L.P. (collectively, 'Elliott') (purchasers); dated March 3, 2026; governing the issuance and sale of $1,000,000,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2031; closing occurred March 5, 2026; Notes issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933
• Indenture — Pinterest, Inc. (issuer) and U.S. Bank Trust Company, National Association (trustee); dated March 5, 2026; governs the terms, conditions, authentication, issuance, and delivery of the 1.75% Convertible Senior Notes due 2031; includes customary covenants, events of default, conversion mechanics, optional redemption, and Fundamental Change repurchase provisions; duration through maturity date of March 1, 2031

• Closing condition — already satisfied — Closing under the Investment Agreement occurred on March 5, 2026; Notes were issued to Elliott on that date
• Securities Act exemption — Notes were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, based in part on representations made by Elliott in the Investment Agreement; Notes bear restricted legends and are subject to resale restrictions until the Resale Restriction Termination Date (the later of one year after the Issue Date or such later date as required by applicable law)
• Conversion conditions (pre-December 1, 2030) — Notes are convertible only upon satisfaction of specified stock price trigger, trading price trigger, optional redemption call, or specified corporate events prior to December 1, 2030
• Optional redemption condition — Company may only redeem on or after March 5, 2029 if the 130% stock price threshold is met for at least 20 trading days during any applicable 30 consecutive trading day period
• Fundamental Change repurchase — Holders may require repurchase upon occurrence of a Fundamental Change (as defined in the Indenture), including a change of control or delisting of Class A common stock from NYSE, Nasdaq Global Select Market, or Nasdaq Global Market

• Section 4(a)(2) of the Securities Act of 1933 — exemption from registration for transactions not involving a public offering; relied upon in part based on representations made by Elliott in the Investment Agreement

• Aggregate principal amount — $1,000,000,000 in 1.75% Convertible Senior Notes due 2031 issued to Elliott
• Interest rate — 1.75% per annum, payable semi-annually in arrears on March 1 and September 1, commencing September 1, 2026; regular record dates are February 15 and August 15
• Maturity — March 1, 2031, subject to earlier conversion, redemption, or repurchase
• Conversion rate — 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, subject to customary anti-dilution and other adjustments
• Optional redemption price — 100% of principal amount plus accrued and unpaid interest, exercisable on or after March 5, 2029, 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 (whether or not consecutive) during any 30 consecutive trading day period ending on and including the trading day immediately preceding the redemption notice date; 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 price — 100% of principal amount plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date; holders may require repurchase upon a Fundamental Change or delisting of Class A common stock
• Conditional conversion — stock price trigger (pre-Disposition Date) — Notes convertible during a fiscal quarter (commencing after fiscal quarter ending June 30, 2026) if the last reported sale price of Class A common stock is greater than 150% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter
• Conditional conversion — stock price trigger (post-Disposition Date) — If Elliott and its affiliates no longer own a majority of the then-outstanding aggregate principal amount of Notes prior to the beginning of the applicable 30 consecutive trading day period, the stock price threshold is reduced to 130% of the conversion price and the Notes are convertible at any time during such fiscal quarter
• Conditional conversion — trading price trigger — Notes convertible during the 5 business day period immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of Notes was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on each such trading day
• Unconditional conversion — On or after December 1, 2030, holders may convert all or any portion of their Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date
• Settlement upon conversion — Company will pay or deliver cash and shares of Class A common stock, if any, based on a 30 trading day observation period
• Additional Notes — Company may not issue additional Notes without the consent of holders of 100% in aggregate principal amount of outstanding Notes

• 1.75% Convertible Senior Notes due 2031 — Pinterest, Inc. (issuer) to Elliott Associates, L.P. and Elliott International, L.P. (purchasers); $1,000,000,000 aggregate principal amount; maturity date 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

• 1.75% Convertible Senior Notes due 2031 — $1,000,000,000 aggregate 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); total proceeds of $1,000,000,000; purchasers: Elliott Associates, L.P. and Elliott International, L.P.; issued March 5, 2026

• Conversion Rate — Initial conversion rate of 44.0063 shares of Class A common stock per $1,000 principal amount of Notes, equal to an initial conversion price of approximately $22.72 per share, subject to customary anti-dilution and other adjustments
• Conditional Conversion (Pre-December 1, 2030) — Notes convertible prior to December 1, 2030 only upon: (1) stock price exceeding 150% of conversion price for at least 20 of 30 consecutive trading days in the prior fiscal quarter (threshold reduces to 130% after Elliott and affiliates no longer hold a majority of outstanding principal); (2) Company calling Notes for optional redemption; (3) specified corporate events; or (4) trading price per $1,000 principal amount falling below 98% of the product of the last reported sale price and the conversion rate for each of 10 consecutive trading days
• Unconditional Conversion — On or after December 1, 2030, holders may convert all or any portion of Notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date
• Settlement Upon Conversion — Company will pay or deliver cash and shares of Class A common stock, if any, upon conversion
• Optional Redemption — On or after March 5, 2029, 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 (whether or not consecutive) during any 30 consecutive trading day period ending on and including the trading day immediately preceding the redemption notice date; redemption price is 100% of principal amount plus accrued and unpaid interest to, but excluding, the redemption date; 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 Fundamental Change (including a change of control or delisting of Class A common stock), 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
• Additional Notes — Company may not issue additional Notes without the consent of holders of 100% in aggregate principal amount of outstanding Notes
• Events of Default — Indenture includes customary events of default that may result in acceleration of maturity
• No Security Interest — Notes are unsecured obligations; no security interest is created
• Transfer Restrictions — Notes issued in reliance on Section 4(a)(2) of the Securities Act; restricted from transfer prior to the Resale Restriction Termination Date (the later of one year after the Issue Date or such longer period as required by applicable law) except to the Company or its subsidiaries, pursuant to an effective registration statement, to a qualified institutional buyer under Rule 144A, or pursuant to Rule 144 or another available exemption
• Covenants — Indenture includes customary covenants for convertible notes of this type, including maintenance of corporate existence, payment of principal and interest, and Rule 144A information requirements