Pinterest expands credit facility to $700M for five years

The facility sets a 3.50-to-1.00 maximum net leverage ratio, which may rise to 4.00-to-1.00 for a certain period following an acquisition.

Rhea-AI Filing Summary

Pinterest, Inc. entered into an amended and restated five-year $700 million revolving credit facility on October 15, 2026, replacing its prior $500.0 million facility. An accordion option could increase commitments by up to the greater of $1,000 million and 75% of consolidated EBITDA, subject to additional lender commitments and other conditions. Borrowings may bear adjusted term SOFR plus 1.25% or an alternative base rate plus 0.25%, at the company’s election; an annual 0.10% fee applies to unused commitments.

The facility permits up to $75 million in letters of credit, which reduce borrowing availability, and applies a 1.25% annual fee to the average aggregate daily maximum amount available to be drawn under outstanding letters of credit. It sets a maximum net leverage ratio of 3.50 to 1.00, which may rise to 4.00 to 1.00 for a certain period following an acquisition. Liens on substantially all domestic assets, including certain domestic intellectual property assets, secure the obligations; during an investment grade period, the obligations cease to be secured and the collateral is released. Pinterest reported covenant compliance and no amounts outstanding as of October 15, 2026.

Filing Explained

The credit facility Pinterest entered into on October 15 restricts incurring debt, granting liens, stockholder distributions, investments and affiliate transactions; certain restrictions, including distribution limits, cease during periods when at least two rating agencies give the company investment-grade ratings.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Revolving credit facility: $700 million Accordion option: Up to the greater of $1,000 million and 75% of consolidated EBITDA Adjusted term SOFR margin: 1.25% +5 more

8 metrics

Revolving credit facility $700 million Amended and restated five-year facility entered into October 15, 2026

Accordion option Up to the greater of $1,000 million and 75% of consolidated EBITDA Subject to additional lender commitments and other conditions

Adjusted term SOFR margin 1.25% Margin for borrowings at the company’s election

Alternative base rate margin 0.25% Margin for borrowings at the company’s election

Annual commitment fee 0.10% Applies to the unused portion of aggregate commitments

Letters of credit Up to $75 million Letters of credit reduce the amount available to borrow

Maximum net leverage ratio 3.50 to 1.00 Financial maintenance covenant

Post-acquisition maximum net leverage ratio Up to 4.00 to 1.00 May apply for a certain period following an acquisition

Key Terms

accordion option, adjusted term Secured Overnight Financing Rate, commitment fee, maximum net leverage ratio, +1 more

5 terms

accordion option financial

"contains an accordion option"

An accordion option is a contractual right built into a financing agreement that lets a company expand the number or size of securities it can issue — for example adding more shares or increasing a loan facility — without a separate, lengthy approval process. Think of it like an accordion instrument that can stretch when needed; for investors it matters because exercising the option can change the supply of securities, dilute existing ownership, and alter future fundraising and control dynamics.

adjusted term Secured Overnight Financing Rate financial

"an adjusted term Secured Overnight Financing Rate"

A benchmark interest rate that starts with the Secured Overnight Financing Rate (SOFR) and converts it into a forward-looking term rate with an added adjustment or spread to reflect credit and term costs not captured in overnight funding. It is used in contracts and loans as a reference for interest payments, and matters to investors because it changes the effective cost or yield on debt instruments much like a corrected thermometer changes the temperature reading to account for insulation.

commitment fee financial

"pay an annual commitment fee"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

maximum net leverage ratio financial

"a maximum net leverage ratio of consolidated debt to consolidated EBITDA"

IG Period financial

"such period, an “IG Period”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What interest rates apply to PINS’s new revolving credit facility?

Pinterest may choose adjusted term SOFR plus a 1.25% margin or an alternative base rate plus a 0.25% margin for borrowings. The company also pays an annual commitment fee of 0.10% on the unused portion of aggregate commitments.

What collateral and covenants are included in PINS’s revolving credit facility?

The obligations are secured by liens on substantially all of Pinterest’s domestic assets, including certain domestic intellectual property assets. The facility restricts indebtedness, liens, distributions, investments, and affiliate transactions. During an investment grade period, certain restrictive covenants no longer apply, and the obligations cease to be secured.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:37 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:36 PM EDT Learn about SEC filing dates

0001506293false00015062932026-10-152026-10-15

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): October 15, 2026

_________________________

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 1.01. Entry into a Material Definitive Agreement.

On October 15, 2026, Pinterest, Inc. (the “Company”) entered into an amended and restated five-year $700 million revolving credit facility (the “2026 revolving credit facility”), by and among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which replaced the Company’s previous $500.0 million revolving credit facility entered into on October 25, 2022, as amended in October 2023. The 2026 revolving credit facility also contains an accordion option which, if exercised, would allow the Company to increase the aggregate commitments by up to the greater of $1,000 million and 75% of consolidated EBITDA of the Company, provided the Company is able to secure additional lender commitments and satisfy certain other conditions. Interest on any borrowings under the 2026 revolving credit facility accrues at either an adjusted term Secured Overnight Financing Rate (“SOFR”) and a margin of 1.25% or at an alternative base rate plus a margin of 0.25%, at the Company’s election. The Company is required to pay an annual commitment fee that accrues at 0.10% per annum on the unused portion of the aggregate commitments under the 2026 revolving credit facility.

The 2026 revolving credit facility also allows the Company to issue letters of credit up to $75 million, which reduce the amount the Company can borrow. The Company is required to pay a fee that accrues at 1.25% per annum on the average aggregate daily maximum amount available to be drawn under any outstanding letters of credit.

The 2026 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability to incur indebtedness, grant liens, make distributions to holders of the Company’s stock or the stock of the Company’s subsidiaries, make investments or engage in transactions with the Company’s affiliates. During any period when the Company obtains an investment grade rating from at least two rating agencies (such period, an “IG Period”), the Company will no longer be subject to certain restrictive covenants (including covenants that restrict the Company’s ability to make asset sales, make distributions to holders of the Company’s stock or the stock of the Company’s subsidiaries, make investments, engage in transactions with affiliates). The 2026 revolving credit facility also contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The obligations under the 2026 revolving credit facility are secured by liens on substantially all of the Company’s domestic assets, including certain domestic intellectual property assets, but upon the Company entering an IG Period, the obligations shall cease to be secured and the collateral released. The Company is in compliance with all covenants, and there are no amounts outstanding under the 2026 revolving credit facility as of October 15, 2026.

The description of the 2026 revolving credit facility provided above does not purport to be complete and is qualified in its entirety by reference to the full text of the revolving credit agreement, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

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

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

SIGNATURE

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

			PINTEREST, INC.
Date: October 15, 2026			By:			/s/ Wanji Walcott
						Wanji Walcott
						Chief Legal and Business Affairs Officer and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB