Pinterest Insider Form 4: RSU Withholding Reduces Holdings to 410,631 Shares

Rhea-AI Filing Summary

Matthew Madrigal, Chief Technology Officer of Pinterest, Inc. (PINS), reported a non-open-market transaction involving Class A common stock. The filing shows 18,192 shares were disposed of through withholding at a price of $35.38 to satisfy tax obligations arising from the vesting and net settlement of previously granted restricted stock units (RSUs). After the withholding, the reporting person beneficially owns 410,631 shares, which the filing notes includes RSUs subject to vesting conditions. The disclosure indicates this was a settlement-related withholding rather than an active market sale.

Insights

Securities Analyst

TL;DR: Routine tax-withholding related to RSU vesting; not a market sale and appears non-material to ownership structure.

The Form 4 documents a disposition of 18,192 Class A shares executed as tax withholding at $35.38 tied to RSU vesting and net settlement. Such withholdings are common when equity awards vest and do not represent a discretionary sale by the insider. The filing also confirms the remaining beneficial ownership of 410,631 shares, including unvested RSUs. From a market-impact perspective, this is a standard administrative transaction and typically carries limited informational content about the insider's view of company prospects.

Corporate Governance Expert

TL;DR: Disclosure is procedural and consistent with standard equity compensation practices; governance implications are minimal.

The reported transaction is described as withholding to satisfy income tax obligations on vested RSUs, which aligns with standard compensation settlement procedures. The Form 4 clarifies the nature of the disposition and the continuing beneficial ownership balance, including RSUs subject to vesting. There is no indication of an open-market disposal or change in control-related activity, so governance risk or signaling to investors appears limited based on the facts disclosed.

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

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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 CA 94107

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/20/2025		F		18,192(1)	D	$35.38	410,631(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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