What triggered the Pinterest (PINS) share withholding in Madrigal’s Form 4?

The withholding was triggered by the vesting and net settlement of previously reported Restricted Stock Units. When those RSUs vested, Pinterest withheld 27,342 shares of Class A Common Stock to meet income tax withholding and remittance obligations associated with that equity compensation event.

Pinterest (PINS) CTO uses 27,342 shares for RSU tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PINTEREST, INC. Chief Technology Officer Matthew Madrigal reported a routine tax-related share disposition. On May 20, 2026, 27,342 shares of Class A Common Stock were withheld by the company at $18.81 per share to cover income tax obligations tied to vesting Restricted Stock Units.

These shares were not sold on the open market; they were retained by the company to satisfy withholding and remittance requirements. After this transaction, Madrigal directly held 1,624,804 shares of Pinterest Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Madrigal Matthew

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	27,342	$18.81	$514K

Holdings After Transaction: Class A Common Stock — 1,624,804 shares (Direct, null)

Footnotes (1)

Represents shares of Class A Common Stock that have been withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of previously reported Restricted Stock Units ("RSUs"). Includes RSUs subject to vesting conditions.

Key Figures

Shares withheld for taxes: 27,342 shares Withholding price per share: $18.81 per share Shares held after transaction: 1,624,804 shares

3 metrics

Shares withheld for taxes 27,342 shares Tax-withholding disposition on May 20, 2026

Withholding price per share $18.81 per share Value used for RSU-related tax withholding

Shares held after transaction 1,624,804 shares Direct Pinterest Class A holdings after May 20, 2026

Key Terms

Restricted Stock Units ("RSUs"), income tax withholding, net settlement, Class A Common Stock

4 terms

Restricted Stock Units ("RSUs") financial

"in connection with the vesting and net settlement of previously reported Restricted Stock Units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

income tax withholding financial

"have been withheld by the Company to satisfy income tax withholding and remittance obligations"

net settlement financial

"in connection with the vesting and net settlement of previously reported Restricted Stock Units"

Class A Common Stock financial

"Represents shares of Class A Common Stock that have been withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 06:28 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Madrigal Matthew

(Last)

(First)

(Middle)

C/O PINTEREST, INC.

651 BRANNAN STREET

(Street)

SAN FRANCISCO

CALIFORNIA

94107

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PINTEREST, INC. [ PINS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/20/2026		F		27,342⁽¹⁾	D	$18.81	1,624,804⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A Common Stock that have been withheld by the Company to satisfy income tax withholding and remittance obligations in connection with the vesting and net settlement of previously reported Restricted Stock Units ("RSUs").

2. Includes RSUs subject to vesting conditions.

Remarks:

	Jacquie Katzel, Attorney-in-Fact	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Pinterest (PINS) CTO Matthew Madrigal report in this Form 4?

Matthew Madrigal reported a tax-related share disposition. Pinterest withheld 27,342 Class A shares at $18.81 each to cover income tax obligations arising from vesting Restricted Stock Units, leaving him with 1,624,804 shares directly owned afterward.

Was Matthew Madrigal’s Pinterest (PINS) transaction an open-market stock sale?

No, the transaction was not an open-market sale. Pinterest withheld 27,342 Class A shares to satisfy income tax withholding and remittance obligations linked to vesting RSUs, meaning the shares went back to the company rather than being sold to public buyers.

How many Pinterest (PINS) shares does the CTO hold after this tax withholding?

After the tax-withholding transaction, Matthew Madrigal directly holds 1,624,804 shares of Pinterest Class A Common Stock. This context shows the withheld 27,342 shares represent a relatively small portion of his overall reported equity position with the company.

How is the Form 4 transaction for Pinterest (PINS) CTO classified by the SEC code?

The transaction is coded “F,” meaning payment of exercise price or tax liability by delivering securities. In this case, 27,342 Pinterest Class A shares were withheld to satisfy tax obligations related to vesting RSUs, rather than representing a discretionary market trade.