Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on March 3, 2026, Pinterest, Inc. (the "Company") entered into an investment agreement (the "Investment Agreement") with Elliott Associates, L.P. and Elliott International, L.P. (collectively, "Elliott"), relating to the issuance and sale to Elliott of $1 billion in aggregate principal amount of the Company's 1.75% Convertible Senior Notes due 2031 (the "Notes"). On March 5, 2026, the closing under the Investment Agreement occurred and the Notes were issued to Elliott.

In connection with the issuance of the Notes, on March 5, 2026, the Company entered into an indenture (the "Indenture") with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes will bear interest at a rate of 1.75% per annum. Interest on the Notes will be payable semi-annually in arrears on March 1 and September 1, commencing on September 1, 2026. The Notes will mature on March 1, 2031, subject to earlier conversion, redemption or repurchase.

Prior to the close of business on the business day immediately preceding December 1, 2030, the Notes will be convertible only under the following circumstances: (1) from and after the 41st business day of any fiscal quarter until the last business day of such fiscal quarter commencing after the fiscal quarter ending on June 30, 2026 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than 150% of the conversion price on each applicable trading day (provided that, if Elliott and its affiliates no longer own a majority of the then-outstanding aggregate principal amount of Notes prior to the beginning of such 30 consecutive trading day period, the Notes will be convertible at any time during such fiscal quarter and the stock price threshold will be 130% of the conversion price); (2) if the Company calls the Notes for optional redemption, at any time until the close of business on the second scheduled trading day prior to the redemption date; (3) upon the occurrence of specified corporate events or (4) 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, as determined following a request by a holder of Notes in accordance with the Indenture, for each trading day during such period was less than 98% of the product of the last reported sale price of the Company's Class A common stock and the conversion rate on each such trading day. 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 regardless of the foregoing conditions. Upon conversion of any Note, the Company will pay or deliver, as the case may be, cash and shares of the Company's Class A common stock, if any.

The Notes will be convertible into shares of the Company's Class A common stock based on an initial conversion rate of 44.0063 shares of Class A common stock per $1,000 principal amount of Notes (which is equal to an initial conversion price of approximately $22.72 per share of the Company's Class A common stock), in each case subject to customary anti-dilution and other adjustments, including in connection with any make-whole adjustment (as described in the Indenture) as a result of certain extraordinary transactions.

On or after March 5, 2029, the Notes will be redeemable at the option of the Company for cash, in whole or in part, if the last reported sale price of the Company's 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 (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice at a redemption price of 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but excluding, the redemption date; provided that the Company may not call less than all of the outstanding Notes for optional redemption unless at least $100 million aggregate principal amount of Notes are outstanding and not called for optional redemption as of the date of the related redemption notice.

With certain exceptions, upon a change of control of the Company or the failure of the Company's Class A common stock to be listed on certain stock exchanges (a "Fundamental Change"), the holders of the Notes may require that the Company repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date.

The Indenture includes customary "events of default," which may result in the acceleration of the maturity of the Notes under the Indenture. The Indenture also includes customary covenants for convertible notes of this type.

The foregoing summary of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture and the form of Note, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of the Registrant.

The information related to the issuance of the Notes contained in Item 1.01 of this Current Report on Form 8-Kis incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on March 3, 2026, the Company entered into the Investment Agreement, pursuant to which it agreed to sell $1 billion in aggregate principal amount of the Notes to Elliott. The Notes were issued on March 5, 2026 in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will rely on this exemption from registration based in part on representations made by Elliott in the Investment Agreement.

The information related to the issuance of the Notes contained in Item 1.01 of this Current Report on Form 8-Kis incorporated herein by reference.