[Form 4] PINTEREST, INC. Insider Trading Activity

Rhea-AI Filing Summary

Julia Brau Donnelly, Chief Financial Officer of Pinterest, Inc. (PINS), reported a sale of Class A common stock on 09/20/2025. The Form 4 shows 27,647 shares were disposed of at $35.81 per share, and after the transaction Ms. Brau Donnelly beneficially owned 335,243 shares. The filing states the 27,647 shares were withheld by the company to satisfy income tax withholding obligations related to the vesting and net settlement of previously granted restricted stock units (RSUs). The report was signed by an attorney-in-fact on 09/23/2025.

Positive

• Timely compliance with Section 16 reporting: the Form 4 reports the transaction and includes an explanation.
• Disposition was tax withholding on RSUs, indicating the transaction was administrative (net settlement) rather than an open-market diversification.
• Officer retains substantial ownership with 335,243 shares beneficially owned after the transaction.

Negative

• Reported disposition equals 27,647 shares, which reduces the officer's direct holdings and may be viewed by some investors as a notable sale relative to her position.
• Filing does not state whether any open-market sales occurred; only withholding is disclosed, so cash proceeds or additional sales (if any) are not described.

Insights

Securities Analyst

TL;DR: Routine insider tax-related withholding resulted in a reported disposition of 27,647 shares; ownership remains substantial at 335,243 shares.

The Form 4 reflects an internal, tax-driven disposition rather than an open-market sale for cash proceeds: the filing explicitly states shares were withheld to satisfy tax withholding on vested RSUs. That distinction matters because withheld shares usually do not reflect a discretionary decision to monetize holdings by the officer. The price shown ($35.81) is the per-share value tied to the withholding event, not necessarily an open-market transaction by the officer. From an investor perspective, ownership remains material at 335,243 shares, and the filing demonstrates compliance with Section 16 reporting requirements.

Corporate Governance Expert

TL;DR: Disclosure is timely and standard for RSU net settlements; no governance red flags in the filing.

The document is a standard Form 4 reporting by the CFO showing net-settlement withholding of vested RSUs. The explanation explicitly ties the disposition to income tax withholding obligations, which is a common administrative practice. There is no indication of additional derivative transactions or change in role. The signature by an attorney-in-fact and filing within days of the transaction is consistent with routine compliance practices.

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
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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^*

Brau Donnelly Julia

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

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	09/20/2025		F		27,647(1)	D	$35.81	335,243(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 requirements.

Remarks:

	Jacquie Katzel, Attorney-in-Fact	09/23/2025
	** 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).
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.

FAQ

What did Julia Brau Donnelly report on the Form 4 for PINS?

The Form 4 reports a disposition of 27,647 shares of Class A common stock at $35.81 per share on 09/20/2025, leaving 335,243 shares beneficially owned.

Why were 27,647 shares disposed of according to the filing?

The filing states those shares were withheld by the company to satisfy income tax withholding obligations related to the vesting and net settlement of previously reported RSUs.

Does the Form 4 indicate a change in Ms. Brau Donnelly’s role at Pinterest?

No. The filing lists her relationship as Officer — Chief Financial Officer and does not indicate any resignation or role change.

When was the Form 4 signed and filed?

The signature (by an attorney-in-fact) is dated 09/23/2025, reporting a transaction dated 09/20/2025.

Are the withheld shares part of outstanding RSUs?

Yes. The filing notes the remaining beneficial ownership includes RSUs subject to vesting requirements.