Pinterest Insider Sales: Silbermann Converts Class B, Sells Class A Shares

Rhea-AI Filing Summary

Pinterest director and reported 10% owner Benjamin Silbermann executed transactions on 09/24/2025 under a Rule 10b5-1 plan that converted and sold Class B shares into Class A common stock and sold Class A shares. The Form 4 shows conversion of 83,333 Class B shares into Class A shares and a related sale of 83,333 Class A shares at a weighted average price of $34.8558. Separately, 18,750 Class B shares were converted and 18,750 Class A shares sold at a weighted average price of $34.8522. The report discloses an additional 8,414 Class A shares disposed 35,736,896 Class A shares held by the Benjamin and Divya Silbermann Family Trust and 8,762,530 Class A shares held by SFTC, LLC, with 1,174,715 Class A shares held directly by the reporting person.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, which provides preplanned structure and reduces appearance of opportunistic insider timing
• Filing discloses weighted average sale prices and commits to provide detailed per-price breakdowns, enhancing transparency
• Substantial indirect holdings remain disclosed (35,736,896 and 8,762,530 Class A shares), showing continued large ownership positions

Negative

• Reported sales of 102,083 Class A shares increase public float and represent insider disposition of shares
• Some previously reported RSUs (8,414 shares) were disposed, indicating additional reduction in beneficial holdings

Insights

Financial Analyst

TL;DR: Director sold converted Class B shares under a 10b5-1 plan; sales were modest relative to large indirect holdings.

The Form 4 documents systematic conversion of Class B into Class A shares and contemporaneous sales effected under a Rule 10b5-1 trading plan adopted on December 13, 2024. Sales reported on 09/24/2025 total 102,083 Class A shares sold at weighted average prices in the low-$34 range. These transactions appear preplanned and the filing discloses substantial residual indirect ownership: tens of millions of Class A shares held by affiliated trusts and entities. From an analytical standpoint, the trades increase public float by the reported amounts but are small versus the aggregated indirect positions disclosed, suggesting limited immediate impact on control metrics.

Corporate Governance Expert

TL;DR: Disclosure is compliant and specifies Rule 10b5-1 plan use and ownership disclaimers; trust and LLC holdings are explicitly noted.

The filing clearly states the trades were effected pursuant to a Rule 10b5-1 plan and provides weighted average sale price ranges with an undertaking to supply per-price details if requested. It includes a disclaimer regarding beneficial ownership of shares held by SFTC, LLC and explains conversion mechanics of Class B into Class A shares. The document preserves transparency around indirect ownership and potential pecuniary interests of family trusts, meeting typical SEC Form 4 disclosure expectations.

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

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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).

1. Name and Address of Reporting Person^*

Silbermann Benjamin

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025		C(1)		83,333	A	$0	83,333	I	Benjamin and Divya Silbermann Family Trust
Class A Common Stock	09/24/2025		S(2)		83,333	D	$34.8558(3)	0	I	Benjamin and Divya Silbermann Family Trust
Class A Common Stock	09/24/2025		C(1)		18,750	A	$0	18,750	I	SFTC, LLC(4)
Class A Common Stock	09/24/2025		S(2)		18,750	D	$34.8522(5)	0	I	SFTC, LLC(4)
Class A Common Stock								8,414(6)	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
Class B Common Stock	(7)	09/24/2025		C(1)			83,333	(7)	(7)	Class A Common Stock	83,333	$0	35,736,896	I	Benjamin and Divya Silbermann Family Trust
Class B Common Stock	(7)	09/24/2025		C(1)			18,750	(7)	(7)	Class A Common Stock	18,750	$0	8,762,530	I	SFTC, LLC(4)
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	1,174,715		1,174,715	D

Explanation of Responses:

1. Represents the conversion of shares of Class B Common Stock, par value $0.00001 ("Class B Common Stock") into Class A Common Stock, par value $0.00001 ("Class A Common Stock"), in connection with the sale of such shares pursuant to a Rule 10b5-1 trading plan.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2024.

3. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $34.5950 to $35.0900 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Mr. Silbermann disclaims beneficial ownership of the shares held by the SFTC, LLC, a Delaware limited liability company owned by The Silbermann 2012 Irrevocable Trust. This report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of certain of his immediate family members' interests in The Silbermann 2012 Irrevocable Trust.

5. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $34.5950 to $34.9900 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

6. Represents previously reported RSUs that are subject to vesting requirements.

7. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of the Class A Common Stock. Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer, and in other circumstances as outlined in the Issuer's Certificate of Incorporation.

Remarks:

	Jacquie Katzel, Attorney-in-Fact	09/25/2025
	** 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).
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FAQ

What did Benjamin Silbermann report in the Form 4 for PINS?

He reported conversions of Class B into Class A shares and sales on 09/24/2025, including 83,333 and 18,750 share conversions with corresponding sales.

Were the sales part of a Rule 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

What prices were the shares sold for?

Weighted average sale prices were $34.8558 and $34.8522 for the reported Class A share sales, with per-share prices in ranges disclosed in footnotes.

How many shares remain beneficially owned after the transactions?

Indirect holdings disclosed include 35,736,896 and 8,762,530 Class A shares held by affiliated trusts/LLC, and 1,174,715 Class A shares held directly as reported.

Does the filing explain the nature of indirect ownership?

Yes. The filing explains that SFTC, LLC is owned by The Silbermann 2012 Irrevocable Trust and includes a disclaimer about Mr. Silbermann's beneficial ownership except to the extent of pecuniary interest.