[8-K] PINTEREST, INC. Reports Material Event

Rhea-AI Filing Summary

Pinterest, Inc. reported that board member Jeremy Levine informed the Board he will retire, with the retirement effective September 18, 2025. The company said his departure is not related to any disagreement with management or the Board. In connection with his retirement, Emily Reuter was appointed as a Class I director and has been affirmatively determined to be independent under NYSE and Exchange Act rules. Ms. Reuter will join the company’s Audit and Risk Committee and will receive standard non-employee director compensation; the company disclosed there are no special arrangements or related-party transactions involving her.

Positive

• Independent director appointed: Emily Reuter was affirmed as independent under NYSE and Exchange Act rules.
• Audit and Risk Committee strength: Ms. Reuter's appointment to the Audit and Risk Committee preserves committee membership and oversight.
• No reported disagreements: The departing director's retirement was explicitly stated to not result from any disagreement with management or the Board.
• No related-party interests: Company disclosed Ms. Reuter has no material transactions or arrangements requiring Item 404 disclosure.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine board turnover with an independent director appointment; no operational or financial implications disclosed.

The filing describes a standard director retirement and replacement. The appointment of an independent director who will serve on the Audit and Risk Committee maintains governance continuity and committee composition. No compensation deviations, related-party transactions, or disagreements were reported, implying minimal near-term impact on financials or strategy. This is a governance update important for board oversight but not material to earnings or cash flow.

Corporate Governance Expert

TL;DR: Governance update preserves independence and audit oversight; appears orderly and non-controversial.

Replacing a departing director with an NYSE- and Exchange Act-defined independent director who is immediately assigned to the Audit and Risk Committee supports regulatory and governance expectations. The explicit statement that there are no arrangements or material interests reduces immediate related-party risk. The disclosure follows standard 8-K practice for director changes and committee assignments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 16, 2025

_________________________

Pinterest, Inc.

(Exact Name of Registrant as Specified in its Charter) 

_________________________

Delaware

001-38872

26-3607129

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

651 Brannan Street

San Francisco, California 94107

(Address of principal executive offices, including zip code)

(415) 762-7100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 _________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, $0.00001 par value			PINS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

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

On September 16, 2025, Jeremy Levine, an independent member of the board of directors (the “Board”) of Pinterest, Inc. (the “Company”), notified the Board of his decision to retire from the Board effective September 18, 2025 (the "Effective Date"). Mr. Levine’s decision to retire from the Board was not due to any disagreement with the Company, the Board or management of the Company regarding any matter related to the Company’s operations, policies, practices or otherwise. The Board appreciates and thanks Mr. Levine for his contribution to the Company through his service as a member of the Board.

Effective as of the Effective Date, Emily Reuter was appointed to the Company’s Board as a Class I director. The Board has affirmatively determined that Ms. Reuter is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Ms. Reuter has also been appointed to the Company’s Audit and Risk Committee effective as of the Effective Date.

Ms. Reuter will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Non-Employee Director Compensation Policy, attached as Exhibit 10.1 to the Company’s Form 10-Q filed with the U.S. Securities and Exchange Commission on August 7, 2025.

There are no arrangements or understandings between Ms. Reuter and any other person pursuant to which Ms. Reuter was appointed as a director. Ms. Reuter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On September 19, 2025, the Company issued a press release regarding Ms. Reuter’s appointment to the Board. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Description
99.1			Press Release issued by Pinterest, Inc., dated September 19, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PINTEREST, INC.
Date: September 19, 2025			By:			/s/ Wanji Walcott
						Wanji Walcott
						Chief Legal and Business Affairs Officer and Corporate Secretary

FAQ

What change did Pinterest (PINS) report regarding its board?

The company reported that director Jeremy Levine will retire and that Emily Reuter was appointed as a Class I director.

Is the new director for Pinterest (PINS) considered independent?

Yes. The Board affirmatively determined that Emily Reuter is independent under NYSE and Exchange Act rules.

Will Emily Reuter serve on any board committees at Pinterest (PINS)?

Yes. Ms. Reuter was appointed to the company’s Audit and Risk Committee upon her appointment.

Did Pinterest disclose any disagreements leading to the director retirement?

No. The filing states Mr. Levine's retirement was not due to any disagreement with the company, the Board, or management.

Are there any special compensation arrangements for the new director at Pinterest (PINS)?

No special arrangements were reported; Ms. Reuter will receive standard non-employee director compensation as described in the company policy.