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[Form 4] Pinterest, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Benjamin Silbermann, a director and reported 10% owner of Pinterest, executed a set of transactions under a Rule 10b5-1 trading plan that converted Class B shares to Class A shares and sold portions of those shares. The report shows conversions (recorded as acquisitions at $0) of 83,333 and 18,750 Class B shares into Class A stock, and corresponding sales of 83,333 and 18,750 Class A shares at a weighted average price of approximately $37.04 per share, resulting in no remaining beneficial ownership for those specific sold lots. The Form 4 also reports 8,414 previously issued RSUs disposed of and indicates indirect beneficial holdings after these transactions: 35,986,895 Class A shares held by the Benjamin and Divya Silbermann Family Trust, 8,818,780 Class A shares held by SFTC, LLC, and 1,174,715 Class A shares directly beneficially owned.

Positive
  • Sales executed under a Rule 10b5-1 plan, which provides a documented pre-scheduled framework for insider transactions
  • Large indirect holdings remain (35,986,895 and 8,818,780 Class A shares held by affiliated trusts/entities), indicating continued substantial interest in the company
Negative
  • Reported sales reduced beneficial ownership for the sold lots to zero, representing monetization of insider holdings
  • Disposition of previously reported RSUs (8,414 shares) which were subject to vesting requirements

Insights

TL;DR: Insider executed preplanned conversions and sales under a 10b5-1 plan, monetizing a portion of Class B holdings at roughly $37.04 per share.

The transactions are routine monetization actions consistent with a Rule 10b5-1 trading plan adopted by the reporting person. Conversions of Class B to Class A were recorded at $0, reflecting the automatic/optionary conversion mechanics in the capital structure, and the sales were executed at a weighted average price of about $37.04 per share across multiple trades. The reported post-transaction beneficial ownership figures show substantial indirect holdings remain with related trusts and entities, indicating continued concentrated exposure to Pinterest equity.

TL;DR: Use of a documented 10b5-1 plan reduces governance concerns; disclosures include disclaimers on beneficial ownership for related entities.

The filing explicitly states the sales were effected pursuant to a 10b5-1 plan, which provides an affirmative defense for insider trades executed under a pre-established program. The report also contains a standard disclaimer disavowing beneficial ownership of shares held by SFTC, LLC, except for any pecuniary interest, which clarifies the reporting person’s indirect ownership structure. The presence of previously reported RSUs subject to vesting is disclosed and a small number were reported as disposed.

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).
X
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*
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)
09/03/2025
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 09/03/2025 C(1) 83,333 A $0 83,333 I Benjamin and Divya Silbermann Family Trust
Class A Common Stock 09/03/2025 S(2) 83,333 D $37.0367(3) 0 I Benjamin and Divya Silbermann Family Trust
Class A Common Stock 09/03/2025 C(1) 18,750 A $0 18,750 I SFTC, LLC(4)
Class A Common Stock 09/03/2025 S(2) 18,750 D $37.0368(3) 0 I SFTC, LLC(4)
Class A Common Stock 8,414(5) 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 (6) 09/03/2025 C(1) 83,333 (6) (6) Class A Common Stock 83,333 $0 35,986,895 I Benjamin and Divya Silbermann Family Trust
Class B Common Stock (6) 09/03/2025 C(1) 18,750 (6) (6) Class A Common Stock 18,750 $0 8,818,780 I SFTC, LLC(4)
Class B Common Stock (6) (6) (6) 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 $36.6750 to $37.4650 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. Represents previously reported RSUs that are subject to vesting requirements.
6. 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 09/04/2025
** 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 Benjamin Silbermann report on Form 4 for PINS?

The Form 4 reports conversions of Class B into Class A shares and sales executed under a Rule 10b5-1 trading plan, including sales of 83,333 and 18,750 Class A shares.

At what price were the reported PINS shares sold?

The sales were executed at a weighted average sale price of approximately $37.04 per share, with individual trade prices ranging from $36.6750 to $37.4650 per share.

How many Class A shares does the Silbermann-related trust report after these transactions?

The Benjamin and Divya Silbermann Family Trust is reported as beneficially owning 35,986,895 Class A shares after the transactions.

Did the reporting person sell shares directly or through affiliated entities?

The Form 4 shows sales and conversions recorded as indirect beneficial ownership transactions involving the family trust and SFTC, LLC; Mr. Silbermann disclaims beneficial ownership of shares held by SFTC, LLC except for any pecuniary interest.

Were any restricted stock units (RSUs) reported?

Yes, the filing reports 8,414 previously reported RSUs that are subject to vesting requirements and were recorded as disposed in this form.
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Internet Content & Information
Services-computer Programming, Data Processing, Etc.
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United States
SAN FRANCISCO