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-Balance Sheet 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-K is 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-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
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| 4.1 |
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Indenture, dated March 5, 2026, between Pinterest, Inc. and U.S. Bank Trust Company, National Association, as Trustee. |
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| 4.2 |
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Form of 1.75% Convertible Senior Notes due 2031 of Pinterest, Inc. (included in Exhibit 4.1). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about the Company and its industry that involve substantial risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “can,” “intends,” “plans,” “targets,” “forecasts,” “anticipates,” “looking ahead,” “long-term” and similar expressions, or by discussions of strategy, plans or intentions. Such forward-looking statements involve
