PINS

• Renee Jewell, age 50, was appointed Chief Accounting Officer of Pinterest, effective August 26, 2026.
• Her compensation includes a $450,000 annual base salary, a $225,000 cash sign-on bonus, and RSUs valued at $2,550,000 vesting over three years.
• She is also eligible for an annual cash bonus with a target of 50% of base salary, prorated for partial-year service.
• Pinterest intends to enter into its standard form of indemnification agreement with Jewell.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Global monthly active users reached an all-time high of 640 million, up 11% year over year.
• GAAP net loss was $47 million; Adjusted EBITDA was $311 million (26% margin).
• Free cash flow was $270 million; over $2 billion of share repurchases completed year-to-date at average price of $18.17.
• Q3 2026 guidance: revenue of $1,190-$1,210 million (13%-15% growth) and Adjusted EBITDA of $335-$355 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stockholders approved, on a non-binding advisory basis, the compensation of the company's named executive officers, with 1,872,585,095 votes for and 75,176,625 against.
• Stockholders voted, on a non-binding advisory basis, for a one-year frequency of future advisory votes on executive compensation, receiving 1,940,750,588 votes for one year.
• Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, with 1,980,724,813 votes for and 14,669,424 against.
• Class A stockholders had one vote per share and Class B stockholders had 20 votes per share, voting together as a single class on all matters.

5.07 Submission of Matters to a Vote of Security Holders

• Julia Brau Donnelly, Chief Financial Officer, was appointed as principal accounting officer effective May 8, 2026.
• Pinterest reported Q1 2026 revenue of $1,008 million, up 18% year-over-year, and 631 million global monthly active users.
• The company completed approximately $2 billion of share repurchases and provided Q2 2026 revenue guidance of $1,133-$1,153 million.
• GAAP net loss for Q1 2026 was $74 million, with Adjusted EBITDA of $207 million.

2.02 Results of Operations and Financial Condition · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The notes mature on March 1, 2031, with semi-annual interest payments on March 1 and September 1, beginning September 1, 2026.
• The notes are convertible into Pinterest Class A common stock at an initial conversion rate of 44.0063 shares per $1,000 principal, equivalent to an initial conversion price of about $22.72 per share.
• Pinterest may redeem the notes for cash on or after March 5, 2029, under certain stock price conditions, and holders may require repurchase upon a fundamental change.
• The notes were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, based on Elliott's representations.
• An indenture dated March 5, 2026, was entered into with U.S. Bank Trust Company, National Association, as trustee.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• The notes convert at an initial rate of 44.0063 shares per $1,000 principal, equal to an initial conversion price of about $22.72 per share, and mature March 1, 2031.
• Pinterest entered ASR agreements with Goldman Sachs to repurchase $1 billion of Class A common stock, with initial delivery of about 80% of expected shares on March 5, 2026 and final settlement by May 1, 2026.
• The Board approved a new $3.5 billion share repurchase program on March 2, 2026, canceling the November 2024 program; about $2.5 billion remains after the ASR.
• Elliott's Marc Steinberg will continue on the Board through the 2026 annual meeting and be nominated for a Class I director term expiring in 2029, subject to Elliott maintaining a 4.3% net long position.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Pinterest, Inc. closed its previously announced acquisition of tvScientific, Inc. on February 17, 2026.
• The company updated its first quarter 2026 Adjusted EBITDA guidance to $163 million to $183 million.
• The updated guidance includes the expected partial-quarter contribution of tvScientific to Pinterest's consolidated financials.
• The company did not provide a GAAP reconciliation for forward-looking Adjusted EBITDA due to uncertainty in reconciling items.

7.01 Regulation FD Disclosure

• Global monthly active users reached an all-time high of 619 million, up 12% year over year.
• Q4 2025 GAAP net income was $277 million; adjusted EBITDA was $542 million (41% margin).
• Full-year 2025 GAAP net income was $417 million; adjusted EBITDA was $1,270 million (30% margin).
• Q1 2026 guidance: revenue of $951–$971 million (11%–14% growth) and adjusted EBITDA of $166–$186 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits