PINTEREST, INC. (PINS) · Quarterly Report (10-Q) SEC Filing

Part I - Financial Information Item 1.Financial Statements (Unaudited) 8 Condensed Consolidated Balance Sheets 8 Condensed Consolidated Statements of Operations 9 Condensed Consolidated Statements of Comprehensive Income (Loss) 10 Condensed Consolidated Statements of Stockholders' Equity 11 Condensed Consolidated Statements of Cash Flows 13 Notes to Condensed Consolidated Financial Statements 15 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3.Quantitative and Qualitative Disclosure About Market Risk 45 Item 4.Controls and Procedures 46 Part II - Other Information Item 1.Legal Proceedings 47 Item 1A.Risk Factors 48 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 79 Item 5.Other Information 80 Item 6.Exhibits 81 Signatures 82 December 31, 20262025 ASSETS Current assets: Cash and cash equivalents$422,484 $969,342 Marketable securities852,417 1,497,811 Accounts receivable, net932,000 997,849 Prepaid expenses and other current assets116,446 90,735 Total current assets2,323,347 3,555,737 Property and equipment, net97,447 66,451 Operating lease right-of-use assets143,050 150,399 Intangible assets, net83,037 6,083 Goodwill475,290 100,227 Deferred tax assets 1,616,367 1,592,153 Other assets20,840 21,082 $4,759,378 $5,492,132 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: Accounts payable$145,148 $129,810 Accrued expenses and other current liabilities464,663 335,663 609,811 465,473 Convertible notes, net (1) 981,128 Operating lease liabilities215,507 220,581 Other liabilities59,034 60,840 Total liabilities1,865,480 746,894 6 7 Additional paid-in capital2,886,635 4,612,205 (1,180)4,333 Retained earnings8,437 128,693 Total stockholders equity2,893,898 4,745,238 Total liabilities and stockholders equity$4,759,378 $5,492,132 (1)Includes amounts attributable to related party transactions. Refer to Note 12 of our condensed consolidated financial statements for further information on related party arrangements. The accompanying notes are an integral part of these condensed consolidated financial statements. 8 PINTEREST, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Six Months Ended June 30, 2026202520262025$1,179,654 $998,227 $2,187,168 $1,853,215 257,354 203,009 495,906 402,279 451,010 359,624 831,799 691,289 374,273 313,075 692,124 566,995 137,880 126,849 241,397 232,459 14,335 61,432 1,234,852 1,002,557 2,322,658 1,893,022 (55,198)(4,330)(135,490)(39,807)7,334 28,022 25,120 55,315 (1,295)10,960 (2,289)15,479 (49,159)34,652 (112,659)30,987 (2,490)(4,103)7,597 (16,690)$(46,669)$38,755 $(120,256)$47,677 $(0.08)$0.06 $(0.20)$0.07 $(0.08)$0.06 $(0.20)$0.07 562,913 676,852 599,629 676,688 562,913 689,837 599,629 689,598 Six Months Ended June 30, 2026202520262025$(46,669)$38,755 $(120,256)$47,677 (783)168 (3,545)1,310 (247)2,172 (1,968)2,698 $(47,699)$41,095 $(125,769)$51,685 Additional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsStockholders EquityAmount$6 $2,795,622 $(150)$55,106 $2,850,584 (111,633) (111,633) 12,198 12,198 (75,848) (75,848) (58,221) (58,221) 324,517 324,517 (1,030) (1,030) (46,669)(46,669)$6 $2,886,635 $(1,180)$8,437 $2,893,898 Additional Paid-In CapitalAccumulated Other Comprehensive Income Accumulated DeficitStockholders Equity Amount Balance as of March 31, 2025$7 $4,966,164 $1,538 $(279,240)$4,688,469 Release of restricted stock units, net Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards (105,714) (105,714) 13,495 13,495 (52,626) (52,626) 227,234 227,234 Other comprehensive income 2,340 2,340 Net income 38,755 38,755 Balance as of June 30, 2025$7 $5,048,553 $3,878 $(240,485)$4,811,953 The accompanying notes are an integral part of these condensed consolidated financial statements. 11 PINTEREST, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands) (Unaudited) Additional Paid-In CapitalAccumulated Other Comprehensive LossRetained EarningsStockholders EquityAmount$7 $4,612,205 $4,333 $128,693 $4,745,238 (180,532) (180,532) 12,198 12,198 (75,848) (75,848)(1)(2,039,825) (2,039,826) 2,474 2,474 555,963 555,963 (5,513) (5,513) (120,256)(120,256)$6 $2,886,635 $(1,180)$8,437 $2,893,898 Additional Paid-In CapitalAccumulated Other Comprehensive Income Accumulated DeficitStockholders Equity Amount Balance as of December 31, 2024$7 $5,039,439 $(130)$(288,162)$4,751,154 Release of restricted stock units, net (199,468) (199,468) Issuance of common stock for cash upon exercise of stock options 8,053 8,053 Issuance of common stock related to charitable contributions 13,495 13,495 (227,626) (227,626) 414,660 414,660 Other comprehensive income 4,008 4,008 Net income 47,677 47,677 Balance as of June 30, 2025$7 $5,048,553 $3,878 $(240,485)$4,811,953 The accompanying notes are an integral part of these condensed consolidated financial statements. 12 PINTEREST, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) 20262025$(120,256)$47,677 20,611 11,938 555,963 414,660 (1,368)(27,999)12,198 13,495 (5,428)(9,513)(570)16,892 95,004 135,297 (27,746)(22,853)19,730 14,245 (8,433)8,752 102,417 (14,285)(21,214)(16,907)620,908 571,399 (39,293)(18,299)(438,808)(878,311)436,611 12,890 647,214 809,600 (446,954) 158,770 (74,120) 8,053 (2,024,886)(227,626)(180,532)(199,468)979,894 (99,187) (1,890) (1,326,601)(419,041)50 2,278 (546,873)80,516 975,362 1,141,221 $428,489 $1,221,737 Cash and cash equivalents$422,484 $1,216,941 6,005 4,796 $428,489 $1,221,737 $11,600 $14,079 $14,939 $ Level 1Level 2Level 3Total Cash equivalents: Money market funds$235,938 $ $ $235,938 Commercial paper 30,951 30,951 Corporate bonds 402,917 402,917 Commercial paper 188,620 188,620 Certificates of deposit 117,502 117,502 139,255 139,255 Non-U.S. government and supranational bonds 4,123 4,123 Certificates of deposit$ $6,005 $ $6,005 Level 1Level 2Level 3Total Cash equivalents: Money market funds$452,315 $ $ $452,315 Commercial paper 286,879 286,879 U.S. treasury securities64,934 64,934 Corporate bonds 4,516 4,516 Corporate bonds 706,288 706,288 374,844 374,844 Commercial paper 253,466 253,466 Certificates of deposit 163,213 163,213 Other assets: Certificates of deposit$ $6,020 $ $6,020 Due in one year or less $574,232 Due after one to five years 278,185 Total $852,417 Net realized gains and losses from sales of available-for-sale securities were not material for any period presented. 17 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) We carry our convertible notes at face value, net of unamortized issuance costs on our condensed consolidated balance sheets and present the fair value for disclosure purposes only. As of June 30, 2026, the fair value of the convertible notes was $1,087.9 million, which we estimated using a binomial lattice model with inputs including risk free rate, volatility and credit spread and classify within Level 3 in the fair value hierarchy. Refer to Note 5 of our condensed consolidated financial statements for further information on our convertible notes. 3. Acquisition On February 17, 2026, we acquired all outstanding shares of tvScientific, Inc. ("tvScientific"), a connected TV performance advertising platform. We believe the acquisition of tvScientific will extend our AI-powered performance advertising from mobile to connected TV. The total purchase consideration was $465.1 million, which was primarily in cash. We also issued replacement share-based awards with a grant date fair value of $24.1 million. Of this, $2.5 million is attributable to pre-combination services and was allocated to purchase consideration while the remaining $21.6 million will be recognized as share-based compensation expense over the remainder of the awards' requisite service periods. We accounted for the acquisition as a business combination. Of the total purchase consideration, we preliminarily attributed $59.0 million to developed technology, $25.0 million to customer relationships, $375.1 million to goodwill and the remainder to net assets acquired and liabilities assumed, which were not material. We assigned useful lives of 5.0 years and 8.0 years to the developed technology and customer relationships, respectively. We estimated the fair value of the intangible assets acquired using an income approach with assumptions including projected revenue growth, technology royalty rate and technology obsolescence rate, classified within Level 3 measurement within the fair value hierarchy. Goodwill represents the synergies we expect to realize from the acquisition and the assembled workforce and is not deductible for tax purposes. Our allocation of the purchase price is preliminary as the fair values of developed technology and customer relationships were based on estimates and assumptions made at the time of acquisition. As additional information becomes available, we may further revise our preliminary purchase price allocation during the remainder of the measurement period, which will not exceed 12 months from the acquisition date. We included the results of tvScientific s operations in our condensed consolidated financial statements beginning on the acquisition date. The acquisition did not have a material impact on our condensed consolidated financial statements so we have not presented historical and pro forma disclosures. 4. Goodwill and Intangible Assets, Net Changes in goodwill are as follows (in thousands): Balance as of December 31, 2025$100,227 tvScientific acquisition 375,063 $475,290 18 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Intangible assets, net consists of the following (in thousands): June 30, 2026 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Useful Life(1) Developed technology$88,151 $(32,076)$56,075 4.6 years Customer relationships42,700 (18,517)24,183 5.4 years Patents and other intangibles12,721 (9,942)2,779 7.7 years Total intangible assets, net$143,572 $(60,535)$83,037 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Useful Life(1) Developed technology$29,151 $(26,932)$2,219 3.7 years Customer relationships17,700 (17,206)494 1.6 years Patents and other intangibles12,721 (9,351)3,370 7.7 years Total intangible assets, net$59,572 $(53,489)$6,083 (1)Based on the weighted-average useful life established as of acquisition date. Amortization expense was $4.8 million and $1.7 million for the three months ended June 30, 2026 and 2025, respectively, and $7.0 million and $3.5 million for the six months ended June 30, 2026 and 2025, respectively. Estimated future amortization expense as of June 30, 2026, is as follows (in thousands): Intangible Asset Amortization Remainder of 2026$9,208 202715,794 202815,752 202915,396 203015,023 Thereafter11,864 Total$83,037 5. Convertible Notes, net On March 5, 2026, we issued $1,000.0 million in aggregate principal amount of 1.75% convertible senior notes due in 2031 (the "Notes") and entered into an investment agreement (the Investment Agreement ) with Elliott Associates, L.P. and Elliott International, L.P. (collectively, Elliott ) relating to the issuance and sale of the Notes. The net proceeds were $979.9 million after deducting issuance costs of $20.1 million. Refer to Note 12 for further information on related party arrangements. The Notes are senior, unsecured obligations and are governed by the terms of the indenture dated March 5, 2026. The Notes bear interest at a rate of 1.75% per year payable semi-annually in arrears on March 1 and September 1, beginning September 1, 2026. The Notes mature on March 1, 2031, subject to earlier conversion, redemption or repurchase. Each $1,000 principal amount of the Notes is convertible at an initial conversion rate of 44.0063, which is equivalent to a conversion price of approximately $22.72 per share, and a maximum conversion rate of 57.2082, in each case subject to adjustments for certain events as described in the indenture. Upon conversion, we will pay cash up to the aggregate principal amount of the Notes being converted and deliver shares of our Class A common stock for any conversion value in excess of the principal amount. 19 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2030, only under the following circumstances: (1)during any fiscal quarter commencing after June 30, 2026, from the 41st business day until the last business day of such quarter, if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than 150% of the conversion price on each applicable trading day (provided that, if Elliott and its affiliates no longer own a majority of the then-outstanding aggregate principal amount of the Notes prior to the beginning of such 30 consecutive trading day period, the Notes will be convertible at any time during such quarter and the stock price threshold will be 130% of the conversion price); (2)if we call the Notes for optional redemption at any time until close of business on the second scheduled trading day prior to the redemption date; (3)during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the Notes was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on each such trading day, as determined following a holder s request in accordance with the indenture; or (4)upon the occurrence of specified corporate events. On or after December 1, 2030, holders may convert all or any portion of their Notes at any time prior to the close of business on the scheduled trading day preceding the maturity date regardless of the foregoing conditions. Upon conversion of any Note, we will pay or deliver, as the case may be, cash and shares of our Class A common stock, if any. On or after March 5, 2029, the Notes are redeemable for cash, at our option, in whole or in part, if the last reported sale price of our Class A common stock has been at least 130% of the conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the redemption date; provided that we may not call less than all of the outstanding Notes for optional redemption unless at least $100 million aggregate principal amount of the Notes are outstanding and not called for optional redemption as of the date of the related redemption notice. With certain exceptions, upon a Fundamental Change, as defined in the indenture, the holders of the Notes may require us to repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the Notes plus accrued and unpaid interest to, but excluding, the Fundamental Change repurchase date. The indenture includes customary events of default, which may result in the acceleration of the maturity of the Notes, and customary covenants for convertible notes of this type. The net carrying amount of the Notes as of June 30, 2026, is as follows (in thousands): June 30, 2026 Principal$1,000,000 Unamortized issuance costs 18,872 Net carrying amount $981,128 Debt issuance costs are amortized to interest expense using the effective interest method over the contractual term of the Notes at an annual effective interest rate of 2.20%. Interest expense related to the Notes was not material during the three and six months ended June 30, 2026. 20 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Capped Calls In June 2026, we entered into privately negotiated capped call transactions (the Capped Calls ) with certain financial institutions. The Capped Calls cover, subject to anti-dilution adjustments, the 44,006,300 shares of our Class A common stock underlying the Notes; have a strike price of approximately $22.72, which corresponds to the initial conversion price of the Notes, and an initial cap price of $30.59 per share, each subject to certain adjustments; and mature on March 1, 2031. If the average market price of our Class A common stock is greater than the strike price of the Capped Calls upon any conversion of the Notes, we expect the Capped Calls to reduce the potential dilution to our Class A common stock for any conversion value in excess of the principal amount of the Notes, subject to a cap based on the cap price. The Capped Calls are separate transactions and are not part of the terms of the Notes. The Capped Calls meet the criteria for classification in equity and will not be remeasured as long as they continue to meet the conditions for equity classification. We recorded the $99.2 million cost of the Capped Calls as a reduction to additional paid-in-capital offset by the $23.3 million deferred tax impact associated with the integration of the Capped Calls with the Notes. 6. Commitments and Contingencies Purchase Commitments In May 2026, we entered into a new private pricing addendum with Amazon Web Services ( AWS ), which governs our use of cloud computing infrastructure provided by AWS. Under the new pricing addendum, we are required to purchase at least $4,000.0 million of cloud services from AWS through May 2031. If we fail to do so, we are required to pay the difference between the amount we spend and the required commitment amount. As of June 30, 2026, our remaining contractual commitment is $3,927.9 million. We expect to meet our remaining commitment. Legal Matters We are involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. While the results of legal matters are inherently uncertain, we do not believe there is a reasonable possibility that the ultimate resolution of these matters, either individually or in aggregate, will have a material adverse effect on our business, financial position, results of operations or cash flows. 7. Stockholders' Equity Equity Incentive Plan Our 2019 Plan provides for the issuance of stock options, RSAs, RSUs and other equity- or cash-based awards to qualified employees, directors and consultants. Stock options granted under our 2019 Plan have a maximum life of 10 years and an exercise price not less than 100% of the fair market value of our common stock on the date of grant. The number of shares of our Class A common stock reserved for issuance under our 2019 Plan will automatically increase on the first day of each fiscal year through and including January 1, 2029, in an amount equal to 5% of the total number of shares of our Class A common stock and our Class B common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors. 176,814,803 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of June 30, 2026. 21 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Stock Option Activity Stock option activity during the six months ended June 30, 2026, was as follows (in thousands, except per share amounts): Stock Options Outstanding SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual TermAggregate Intrinsic Value (1) (in years) Outstanding as of December 31, 20258,554$19.96 6.5$50,720 8,554$19.96 6.0$9,152 Exercisable as of June 30, 20268,019$19.96 6.0$8,580 (1)We calculate intrinsic value based on the difference between the exercise price of in-the-money-stock options and the fair value of our common stock as of the respective balance sheet date. The total grant-date fair value of stock options vested was $12.6 million and $12.6 million for the six months ended June 30, 2026 and 2025, respectively. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 was $46.7 million. No stock options were exercised during the six months ended June 30, 2026. Restricted Stock Unit and Restricted Stock Award Activity RSU and RSA activity during the six months ended June 30, 2026, was as follows (in thousands, except per share amounts): Restricted Stock Units and Restricted Stock Awards Outstanding SharesWeighted Average Grant Date Fair Value Outstanding as of December 31, 202539,119$30.25 Granted 59,19019.19 Released(20,947)24.72 Forfeited (8,277)25.86 Outstanding as of June 30, 202669,085$22.97 During the first quarter of 2026, we granted 1,004,022 RSUs that vest subject to continued service and a market condition under which the number of RSUs that vest will range from 0% to 200% of the number granted based on our total stockholder return relative to the returns of the companies in the Nasdaq CTA Internet Index over two- and three-year performance periods from January 1, 2026 to December 31, 2027 and January 1, 2026 to December 31, 2028, respectively. The weighted-average grant-date fair value of these RSUs was $34.13, which we estimated using a Monte Carlo simulation model with an expected term equal to the length of the performance periods, a risk-free rate of 3.7% and an expected volatility of 46.1%. 22 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Share-Based Compensation Share-based compensation expense during the three and six months ended June 30, 2026 and 2025, was as follows (in thousands): Six Months Ended June 30, 2026202520262025$8,484 $4,983 $13,046 $9,055 212,537 145,939 353,213 265,421 52,155 38,715 91,099 69,046 46,553 37,597 84,492 71,138 4,788 14,113 $324,517 $227,234 $555,963 $414,660 Six Months Ended June 30,202520262025Class BClass AClass BClass AClass BClass AClass B$(40,314)$(6,355)$34,066 $4,689 $(104,581)$(15,675)$41,871 $5,806 486,259 76,654 594,953 81,899 521,471 78,158 594,282 82,406 $(0.08)$(0.08)$0.06 $0.06 $(0.20)$(0.20)$0.07 $0.07 $(40,314)$(6,355)$34,066 $4,689 $(104,581)$(15,675)$41,871 $5,806 4,689 5,806 (88) (109)$(40,314)$(6,355)$38,755 $4,601 $(104,581)$(15,675)$47,677 $5,697 486,259 76,654 594,953 81,899 521,471 78,158 594,282 82,406 81,899 82,406 12,985 12,910 486,259 76,654 689,837 81,899 521,471 78,158 689,598 82,406 $(0.08)$(0.08)$0.06 $0.06 $(0.20)$(0.20)$0.07 $0.07 Six Months Ended June 30,2025202620258,554 8,554 77,844 11,490 59,489 11,682 1,931 3,062 88,329 11,490 71,105 11,682 Six Months Ended June 30,202520262025$842,607 $721,801 $1,560,055 $1,353,935 223,428 189,620 415,524 336,796 113,619 86,806 211,589 162,484 $1,179,654 $998,227 $2,187,168 $1,853,215 December 31, 20262025 United States $150,709 $140,049 United Kingdom 38,839 26,234 Ireland 20,571 22,151 International(1) 30,378 28,416 Total property and equipment, net and operating lease right-of-use assets$240,497 $216,850 (1)Other than the United States, United Kingdom and Ireland, no other country exceeded 10% of our total property and equipment, net and operating lease right-of-use assets for any period presented. 11. Restructuring In January 2026, we initiated a global restructuring plan (the Restructuring Plan ) to support our transformation initiatives, including but not limited to (i) reallocating resources to AI-focused roles and teams that drive AI adoption and execution, (ii) prioritizing AI powered products and capabilities, and (iii) accelerating the transformation of our sales and go-to-market approach. As part of the Restructuring Plan, we commenced a workforce reduction of less than 15% as well as office space reductions. Restructuring charges during the three and six months ended June 30, 2026 were as follows (in thousands): Three Months EndedSix Months Ended June 30, 2026 Severance and other personnel costs$7,975 $44,147 Share-based compensation4,788 14,113 Office space reductions1,572 3,172 Total Restructuring$14,335 $61,432 We expect to incur total charges of up to $69.6 million under the Restructuring Plan through the end of the third quarter of 2026. We will record additional charges under the Restructuring Plan as incurred, and the timing and magnitude of such charges are subject to change. Liabilities under the Restructuring Plan are not material as of June 30, 2026. 27 PINTEREST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 12. Related Party In March 2026, we entered into the Investment Agreement with Elliott and issued $1,000.0 million in aggregate principal amount of the Notes to Elliott. Marc Steinberg is a Partner at Elliott Investment Management L.P. and remains on our board of directors pursuant to the Investment Agreement. Refer to Note 5 for further information on the Notes. 28 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from these forward-looking statements as a result of many factors, including those discussed in Risk Factors and Note About Forward-Looking Statements included elsewhere in this Quarterly Report on Form 10-Q. Overview of Second Quarter Results Our key financial and operating results as of and for the three months ended June 30, 2026, unless noted otherwise, are as follows: Revenue was $1,179.7 million, an increase of 18% on a reported and 17% on a constant currency basis compared to the three months ended June 30, 2025. Monthly active users ("MAUs") were 640 million, an increase of 11% compared to June 30, 2025. Share-based compensation expense was $324.5 million, an increase of $97.3 million compared to the three months ended June 30, 2025. Loss from operations was $55.2 million, an increase of $50.9 million compared to the three months ended June 30, 2025. Net loss was $46.7 million and Adjusted EBITDA was $311.3 million. Net cash provided by operating activities was $620.9 million and free cash flow was $581.6 million during the six months ended June 30, 2026. Cash, cash equivalents and marketable securities was $1,274.9 million. Headcount was 5,116. 29 Trends in User Metrics Monthly Active Users. We define an MAU as an authenticated Pinterest user who visits our website, opens our mobile application or interacts with Pinterest through one of our browser or site extensions, such as the Save button, at least once during the 30-day period ending on the date of measurement. The number of MAUs does not include Shuffles users unless they would otherwise qualify as MAUs. We present MAUs based on the number of MAUs measured on the last day of the current period. We calculate average MAUs based on the average of the number of MAUs measured on the last day of the current period and the last day prior to the beginning of the current period. MAUs are the primary metric by which we measure the scale of our active user base. Quarterly Monthly Active Users (in millions) Note: U.S. and Canada, Europe and Rest of World may not sum to Global due to rounding. Europe includes Russia and Turkey for our reporting of Revenue, MAUs and ARPU by geographic region. 30 As of June 30, 2026, global MAUs increased compared to June 30, 2025 primarily due to our ongoing investments in relevance and personalization. Trends in Monetization Metrics Revenue. We calculate revenue by user geography based on our estimate of the geographic location of our users when they perform a revenue-generating activity. The geography of our users affects our revenue and financial results because we currently only monetize certain countries and currencies and because we monetize different geographies at different average rates. Our revenue in U.S. and Canada and, to a lesser extent, Europe is higher primarily due to the relative size and maturity of the digital advertising markets in these geographies. Quarterly Revenue (in millions) Note: Revenue by geography in the charts above is geographically apportioned based on our estimate of users' geographic location when they perform a revenue-generating activity. This allocation differs from our disclosure of revenue disaggregated by geography in the notes to our condensed consolidated financial statements where revenue is geographically apportioned based on our customers billing addresses. U.S. and Canada, Europe and Rest of World may not sum to Global and quarterly amounts may not sum to annual due to rounding. 31 Average Revenue per User. We measure monetization of our platform through our average revenue per user metric. We define ARPU as our total revenue in a given geography during a period divided by average MAUs in that geography during the period. We calculate ARPU by geography based on our estimate of the geography in which revenue-generating activities occur. We present ARPU on a U.S. and Canada, Europe and Rest of World basis because we currently monetize users in different geographies at different average rates. Our ARPU in U.S. and Canada and, to a lesser extent, Europe is higher primarily due to the relative size and maturity of the digital advertising markets in these geographies. Quarterly Average Revenue per User For the three months ended June 30, 2026, global ARPU was $1.86, which represents an increase of 7% compared to the three months ended June 30, 2025. For the three months ended June 30, 2026, U.S. and Canada ARPU was $8.30, an increase of 14%, Europe ARPU was $1.35, an increase of 4%, and Rest of World ARPU was $0.23, an increase of 21% compared to the three months ended June 30, 2025. We use MAUs and ARPU to assess the growth and health of the overall business and believe that these metrics best reflect our ability to attract, retain, engage and monetize our users, and thereby drive revenue. 32 Non-GAAP Financial Measure To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we consider certain non-GAAP financial measures, as described below. We use Adjusted EBITDA to evaluate our operating results and for financial and operational decision-making purposes. We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, payroll tax expense related to share-based compensation, interest income (expense), net, other income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the income and expenses that it excludes. We use constant currency revenue to evaluate our operating and financial results. We calculate constant currency revenue by translating our current period revenue using the corresponding prior period s monthly exchange rates for currencies other than the U.S. dollar. We believe constant currency revenue provides useful information to investors because it excludes the effects of foreign currency volatility that are not indicative of our core operating results. We present free cash flow because we believe it provides useful information to investors about the amount of cash generated from operations, after purchases of property and equipment, that can be used to strengthen our balance sheet or invest in our business among other things. We define free cash flow as net cash provided by operating activities less purchases of property and equipment. Free cash flow is not intended to represent our residual cash flow available for discretionary expenditures. We present these non-GAAP financial measures because we believe they provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics we use for financial and operational decision-making. We present these non-GAAP financial measures to assist investors in seeing our operating results through the eyes of management and because we believe that these measures provide an additional tool for investors to use in comparing our core business operating results over multiple periods with other companies in our industry. Adjusted EBITDA, constant currency revenue and free cash flow should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures rather than net income (loss), revenue and net cash provided by operations, the nearest GAAP equivalents. For example, Adjusted EBITDA excludes: certain recurring, non-cash charges such as depreciation of fixed assets and amortization of acquired intangible assets, although these assets may have to be replaced in the future; and share-based compensation expense and related payroll tax expense, which have been and will continue to be for the foreseeable future, significant recurring expenses and an important part of our compensation strategy. Constant currency revenue excludes the effect of changes in foreign currency exchange rates, which have an actual effect on our operating results; and Free cash flow does not reflect our future contractual commitments arising from purchases of property and equipment. In addition, these non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP, and may differ from similarly titled measures used by other companies (if used at all), which reduces their usefulness as comparative measures. Because of these limitations, you should consider these non-GAAP financial measures alongside other financial performance measures, and our other financial results presented in accordance with GAAP. 33 Adjusted EBITDA The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands): Six Months Ended June 30,202520262025$(46,669)$38,755 $(120,256)$47,677 10,216 6,090 17,668 11,938 319,729 227,234 541,850 414,660 10,027 8,287 20,159 22,139 (7,334)(28,022)(25,120)(55,315)1,295 (10,960)2,289 (15,479)(2,490)(4,103)7,597 (16,690)14,335 61,432 12,198 13,495 12,198 13,495 $311,307 $250,776 $517,817 $422,425 % ChangeSix Months Ended June 30,% Change 20262025As ReportedConstant Currency(1) 20262025As ReportedConstant Currency(1) Revenue$1,179,654 $998,227 18 %17 %$2,187,168 $1,853,215 18 %16 % 2025620,908 $571,399 (18,299)581,615 $553,100 Six Months Ended June 30,202520262025$1,179,654 $998,227 $2,187,168 $1,853,215 257,354 203,009 495,906 402,279 451,010 359,624 831,799 691,289 374,273 313,075 692,124 566,995 137,880 126,849 241,397 232,459 14,335 61,432 1,234,852 1,002,557 2,322,658 1,893,022 (55,198)(4,330)(135,490)(39,807)7,334 28,022 25,120 55,315 (1,295)10,960 (2,289)15,479 (49,159)34,652 (112,659)30,987 (2,490)(4,103)7,597 (16,690)$(46,669)$38,755 $(120,256)$47,677 $311,307 $250,776 $517,817 $422,425 Six Months Ended June 30,202520262025$8,484 $4,983 $13,046 $9,055 212,537 145,939 353,213 265,421 52,155 38,715 91,099 69,046 46,553 37,597 84,492 71,138 4,788 14,113 $324,517 $227,234 $555,963 $414,660 Six Months Ended June 30,202520262025100 %100 %100 %100 %22 20 23 22 38 36 38 37 32 31 32 31 12 13 11 13 1 3 105 100 106 102 (5) (6)(2)1 3 1 3 1 1 (4)3 (5)2 (1)(4)%4 %(5)%3 %Six Months Ended June 30,2025% change20262025% change$1,179,654 $998,227 18 %$2,187,168 $1,853,215 18 %Six Months Ended June 30,2025% change20262025% change$257,354 $203,009 27 %$495,906 $402,279 23 %22 %20 %23 %22 %Six Months Ended June 30,2025% change20262025% change$451,010 $359,624 25 %$831,799 $691,289 20 %38 %36 %38 %37 %Six Months Ended June 30,2025% change20262025% change$374,273 $313,075 20 %$692,124 $566,995 22 %32 %31 %32 %31 %Six Months Ended June 30,2025% change20262025% change$137,880 $126,849 9 %$241,397 $232,459 4 %12 %13 %11 %13 %Six Months Ended June 30, 20262025% change20262025% change (in thousands, except percentages) Severance and other personnel costs$7,975 $ NM$44,147 $ NM Share-based compensation4,788 NM14,113 NM Office space reductions1,572 NM3,172 NM Total Restructuring$14,335 $ NM$61,432 $ NM NM = Not meaningful In January 2026, we initiated a global restructuring plan (the Restructuring Plan ) to support our transformation initiatives, including but not limited to (i) reallocating resources to AI-focused roles and teams that drive AI adoption and execution, (ii) prioritizing AI powered products and capabilities, and (iii) accelerating the transformation of our sales and go-to-market approach. As part of the Restructuring Plan, we commenced a workforce reduction of less than 15% as well as office space reductions. We expect to incur total charges of up to $69.6 million under the Restructuring Plan through the end of the third quarter of 2026. Liabilities under the Restructuring Plan are not material as of June 30, 2026. Interest and Other Income (Expense), Net Six Months Ended June 30,2025% change20262025% change$7,334 $28,022 (74)%$25,120 $55,315 (55)%(1,295)10,960 (112)%(2,289)15,479 (115)%$6,039 $38,982 (85)%$22,831 $70,794 (68)%Six Months Ended June 30,2025% change20262025% change$(2,490)$(4,103)(39)%$7,597 $(16,690)(146)%Six Months Ended June 30,2025% change20262025% change$(46,669)$38,755 NM$(120,256)$47,677 NM$311,307 $250,776 24 %$517,817 $422,425 23 % 20262025$620,908 $571,399 $158,770 $(74,120)$(1,326,601)$(419,041)$581,615 $553,100 Total number of shares purchased(1) Average price paid per share(2) Total number of shares purchased as part of publicly announced plans or program Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs April 1 - April 30, 2026380,624 $18.32 348,568 $1,999,000,001 May 1 - May 31, 2026 1,999,000,001 June 1 - June 30, 20262,381,000 $21.43 2,381,000 $1,947,970,369 ASR (3) 13,516,943 13,516,943 Total 16,278,567 16,246,511 (1)We withheld shares from employees to satisfy tax withholding obligations on release of restricted stock awards. The value of the common stock was based on the closing price of our Class A common stock on the vesting date. (2)Average price paid per share includes costs associated with repurchases and excludes $14.9 million excise tax resulting from the Inflation Reduction Act of 2022. (3)In April 2026, we purchased and retired 13,516,943 out of the 54,796,613 shares of our Class A common stock under the terms of the ASR to conclude the program. The average price per share under the ASR program was $18.25. On March 2, 2026, our board of directors authorized a new stock repurchase program of up to $3,500.0 million of our Class A common stock (the "March 2026 program") and canceled the November 2024 stock repurchase program, under which $499.9 million had remained available for repurchase. Under the March 2026 program, we are authorized to repurchase, from time to time, shares of our Class A common stock through open market purchases, block transactions, privately negotiated purchase transactions or in such other manner as deemed advisable by management. In addition, we may establish one or more trading plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or enter into arrangements with brokers or other third parties for accelerated purchases of our Class A common stock. The March 2026 program does not obligate us to repurchase any specific number of shares and may be modified, suspended or discontinued at any time. The timing, manner, price and amount of any repurchases are determined by management in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. In March 2026, we entered into an accelerated share repurchase agreement (the ASR ) with a financial institution to repurchase $1,000.0 million of our Class A common stock as part of our March 2026 program. Under the terms of the ASR, we made an up-front payment of $1,000.0 million, which we recorded as a reduction of stockholders' equity. We received an initial delivery of 41,279,670 shares of our Class A common stock in March 2026 and the remaining 13,516,943 shares in April 2026. In total, during the six months ended June 30, 2026, we repurchased and retired 54,796,613 shares of our Class A common stock at an average price per share of $18.25 under the ASR. Refer to Note 7 of our condensed financial statements for additional information on our share repurchase and ASR programs. 79 Item 5. Other Information Rule 10b5-1 Trading Plans During the quarter ended June 30, 2026, our directors and section 16 officers entered into or terminated the following Rule 10b5-1 or non-Rule 10b5-1 trading arrangements, as those terms are defined in Regulation S-K, Item 408, the material terms of which are summarized below: On May 11, 2026, Lee Brown, our Chief Business Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, between August 11, 2026 and April 30, 2027 up to 50% of net shares of our Class A common stock to be issued to Mr. Brown after the satisfaction of applicable taxes following the vesting and settlement of 1,089,740 RSUs. On May 7, 2026, Julia Brau Donnelly, our Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell between August 7, 2026 and June 30, 2027, (i) 29,548 shares of our Class A common stock and (ii) up to the net shares of our Class A common stock to be issued to Ms. Donnelly after the satisfaction of applicable taxes following the vesting and settlement of 341,090 RSUs. On June 12, 2026, Matthew Madrigal, our Chief Technology Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, between September 16, 2026 and January 15, 2027, up to 121,000 shares of our Class A common stock. 80