On October 15, 2026, Pinterest, Inc. entered into an amended and restated five-year $700 million revolving credit facility with the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, replacing its prior $500.0 million revolving credit facility entered into on October 25, 2022, as amended in October 2023. The facility includes an accordion option to increase aggregate commitments by up to the greater of $1,000 million and 75% of the Company’s consolidated EBITDA, subject to securing additional lender commitments and other conditions; borrowings accrue interest at adjusted term SOFR plus 1.25% or an alternative base rate plus 0.25%, at the Company’s election; the Company pays a 0.10% annual commitment fee on unused commitments; and letters of credit of up to $75 million are permitted, subject to a 1.25% annual fee on the average aggregate daily maximum amount available to be drawn. The facility contains customary conditions, events of default, and covenants, including restrictions on indebtedness, liens, distributions, investments, and affiliate transactions, with certain restrictive covenants suspended during any IG Period, which is a period when the Company obtains an investment grade rating from at least two rating agencies; it also requires a maximum net leverage ratio of consolidated debt to consolidated EBITDA of no greater than 3.50 to 1.00, subject to an increase to 4.00 to 1.00 for a certain period following an acquisition, and is secured by liens on substantially all of the Company’s domestic assets, including certain domestic intellectual property assets, with collateral released upon an IG Period. Pinterest is in compliance with all covenants and had no amounts outstanding under the facility as of October 15, 2026, and the description is qualified by the full revolving credit agreement to be filed with its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
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Item 1.01. Entry into a Material Definitive Agreement. On October 15, 2026, Pinterest, Inc. (the Company ) entered into an amended and restated five-year $700 million revolving credit facility (the 2026 revolving credit facility ), by and among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which replaced the Company s previous $500.0 million revolving credit facility entered into on October 25, 2022, as amended in October 2023. The 2026 revolving credit facility also contains an accordion option which, if exercised, would allow the Company to increase the aggregate commitments by up to the greater of $1,000 million and 75% of consolidated EBITDA of the Company, provided the Company is able to secure additional lender commitments and satisfy certain other conditions. Interest on any borrowings under the 2026 revolving credit facility accrues at either an adjusted term Secured Overnight Financing Rate ( SOFR ) and a margin of 1.25% or at an alternative base rate plus a margin of 0.25%, at the Company s election. The Company is required to pay an annual commitment fee that accrues at 0.10% per annum on the unused portion of the aggregate commitments under the 2026 revolving credit facility. The 2026 revolving credit facility also allows the Company to issue letters of credit up to $75 million, which reduce the amount the Company can borrow. The Company is required to pay a fee that accrues at 1.25% per annum on the average aggregate daily maximum amount available to be drawn under any outstanding letters of credit. The 2026 revolving credit facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company s ability to incur indebtedness, grant liens, make distributions to holders of the Company s stock or the stock of the Company s subsidiaries, make investments or engage in transactions with the Company s affiliates. During any period when the Company obtains an investment grade rating from at least two rating agencies (such period, an IG Period ), the Company will no longer be subject to certain restrictive covenants (including covenants that restrict the Company s ability to make asset sales, make distributions to holders of the Company s stock or the stock of the Company s subsidiaries, make investments, engage in transactions with affiliates). The 2026 revolving credit facility also contains a financial maintenance covenant: a maximum net leverage ratio of consolidated debt to consolidated EBITDA no greater than 3.50 to 1.00, subject to an increase up to 4.00 to 1.00 for a certain period following an acquisition. The obligations under the 2026 revolving credit facility are secured by liens on substantially all of the Company s domestic assets, including certain domestic intellectual property assets, but upon the Company entering an IG Period, the obligations shall cease to be secured and the collateral released. The Company is in compliance with all covenants, and there are no amounts outstanding under the 2026 revolving credit facility as of October 15, 2026. The description of the 2026 revolving credit facility provided above does not purport to be complete and is qualified in its entirety by reference to the full text of the revolving credit agreement, which will be filed with the Company s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.
