PINTEREST, INC.

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Pinterest was incorporated in Delaware in 2008 and is headquartered in San Francisco, California. Pinterest is a visual search and discovery platform positioned at the intersection of search, social and commerce. We generate revenue by delivering ads on our website and mobile application.

Basis of Presentation and Consolidation

We prepared the accompanying condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of Pinterest, Inc. and its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions.

The condensed consolidated balance sheet as of December 31, 2024 included herein was derived from the audited financial statements as of that date. We have condensed or omitted certain information and notes normally included in complete financial statements prepared in accordance with GAAP. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K.

In our opinion, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the results for the interim periods presented, but they are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2025.

Reclassifications

We have reclassified certain amounts in prior periods to conform with current presentation.

Use of Estimates

Preparing our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect amounts reported in the condensed consolidated financial statements and accompanying notes. We base these estimates and judgments on historical experience and various other assumptions that we consider reasonable. GAAP requires us to make estimates and assumptions in several areas, including the fair values of financial instruments, assets acquired and liabilities assumed through business combinations, share-based awards, and contingencies, the recognition, measurement and valuation of deferred income taxes, as well as the collectability of our accounts receivable, the useful lives of our intangible assets and property and equipment, the incremental borrowing rate we use to determine our operating lease liabilities, and revenue recognition, among others. Actual results could differ materially from these estimates and judgments.

Segments

We operate as a single operating segment. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about our revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income (loss) is our primary measure of profit or loss, and all costs and expenses categories on our consolidated statements of operations, as well as share-based compensation expense, are significant. Refer to Note 4 for additional information about our share-based compensation expense. Our other segment items include interest income (expense), net, other income (expense), net and benefit from income taxes on our condensed consolidated statements of operations.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the year ended December 31, 2024, except for an update to our share-based compensation policy as described below.

Share-Based Compensation

Restricted stock units ("RSUs"), restricted stock awards ("RSAs") and stock options granted under our 2019 Omnibus Incentive Plan (the "2019 Plan") are generally subject only to a service condition. We also grant awards subject to performance or market conditions to certain executives from time to time. We record share-based compensation expense over the requisite service period oftwo tofour years on a straight-line basis for awards subject only to a service condition and on a graded-vesting basis for awards subject to performance or market conditions. We account for forfeitures as they occur.

We measure RSUs and RSAs based on the fair market value of our common stock on the grant date, stock options based on their estimated grant date fair values, which we determine using the Black-Scholes option-pricing model, and awards with a market condition using a Monte Carlo simulation valuation model.

2. Fair Value of Financial Instruments

The fair values of the financial instruments we measure at fair value on a recurring basis are as follows (in thousands):

We classify our marketable securities within Level 1 or Level 2 because we determine their fair values using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

Gross unrealized gains and losses on our marketable securities were not material in the aggregate as of June 30, 2025 and December 31, 2024. We evaluated all available evidence and did not recognize any allowance for credit losses for our marketable securities as of June 30, 2025 and December 31, 2024.

The fair value of our marketable securities by contractual maturity is as follows (in thousands):

Net realized gains and losses from sales of available-for-sale securities were not material for any period presented.

3. Commitments and Contingencies

Purchase Commitments

In April 2021, we entered into a private pricing addendum with Amazon Web Services (“AWS”), which governs our use of cloud computing infrastructure provided by AWS. Under the pricing addendum, we are required to purchase at least $3,250.0 million of cloud services from AWS through April 2029. 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, 2025, our remaining contractual commitment is $765.9 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.

4. 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.188,589,070 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of June 30, 2025.

Stock Option Activity

Stock option activity during the six months ended June 30, 2025, was as follows (in thousands, except per share amounts):

(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 for the six months ended June 30, 2025 and 2024. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2025 and 2024 was $46.7 million and $56.5 million, respectively.

Restricted Stock Unit and Restricted Stock Award Activity

RSU and RSA activity during the six months ended June 30, 2025, was as follows (in thousands, except per share amounts):

During the first quarter of 2025, we granted 572,884 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 athree-year performance period from January 1, 2025 to December 31, 2027. The weighted-average grant-date fair value of these RSUs was $49.99, which we estimated using a Monte Carlo simulation model with the following assumptions:

Share-Based Compensation

Share-based compensation expense during the three and six months ended June 30, 2025 and 2024, was as follows (in thousands):

We recognized income tax benefits on share-based compensation expense of $47.7 million and $86.0 million for the three and six months ended June 30, 2025, respectively, which are reflected in benefit from income taxes on our condensed consolidated statements of operations. No income tax benefits were recognized for the three and six months ended June 30, 2024 due to the valuation allowance on our deferred tax assets.

As of June 30, 2025, we had $1,272.9 million of unrecognized share-based compensation expense, which we expect to recognize over a weighted-average period of 2.0 years.

Stock Repurchase

In November 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A common stock. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our Class A common stock through open market purchases, in privately negotiated transactions or in such other manner as permitted by securities law and as determined by management at such time and in such amounts as management may decide. The 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. During the six months ended June 30, 2025, we repurchased and retired 6,557,179 shares of our Class A common stock for an aggregate purchase price of $227.6 million at an average price per share of $34.71. As of June 30, 2025, $1,672.2 million remained available for repurchases under the stock repurchase program.

5. Net Income (Loss) Per Share

We present net income (loss) per share using the two-class method required for multiple classes of common stock. Holders of our Class A and Class B common stock have identical rights except with respect to voting, conversion and transfer rights and therefore share equally in our net income or losses.

We calculate basic net income (loss) per share by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income (loss) per share gives effect to all potential shares of common stock, including stock options, RSAs and RSUs, to the extent these are dilutive. The calculation of diluted net income (loss) of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted net income (loss) of Class B common stock does not assume the conversion of those shares to Class A common stock.

We calculated basic and diluted net income (loss) per share as follows (in thousands, except per share amounts):

Basic net income (loss) per share is the same as diluted net income (loss) per share for the six months ended June 30, 2024 because we reported a net loss. We excluded the following weighted-average potential shares of common stock from our calculation of diluted net income (loss) per share because these would be anti-dilutive (in thousands):

6. Income Taxes

We determine our income tax provision for interim periods using an estimate of our annual effective tax rate adjusted for discrete items occurring during the periods presented. For thethree and six months ended June 30, 2025, the primary difference between our effective tax rate and the federal statutory ratewas excess tax benefits from share-based compensation. For thethree and six months ended June 30, 2024, the primary difference was the full valuation allowance we had on our federal, state and foreign net operating losses and credits. We recorded income tax benefits of$4.1 million and$16.7 million for thethree and six months ended June 30, 2025. Income taxes werenot material for thethree and six months ended June 30, 2024.

Given our recent history of generating net income in Ireland, we believe that there is a reasonable possibility that sufficient positive evidence may become available to allow us to determine that the valuation allowance recorded against our Ireland deferred tax assets could be released within the next twelve months. The reversal would result in the recognition of Ireland deferred tax assets and a corresponding income tax benefit in the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on our actual operating results.

We are subject to taxation in the U.S. and various other state and foreign jurisdictions. As we have net operating loss carryforwards for U.S. federal and state jurisdictions, the statute of limitations is open for all tax years. For material foreign jurisdictions, the tax years open to examination include the years 2020 and forward.

7. Geographical Information

Revenue disaggregated by geography based on our customers’ billing addresses was as follows (in thousands):

(1)United States revenue was $689.4 million and $603.8 million for the three months ended June 30, 2025 and 2024, respectively, and $1,293.9 million and $1,126.4 million for the six months ended June 30, 2025 and 2024, respectively. No individual country other than the United States exceeded 10% of our total revenue for any period presented.

(2)Europe includes Russia and Turkey.

Our total deferred revenue was $46.1 million and $23.4 million as of June 30, 2025 and December 31, 2024, respectively. We expect a majority of our deferred revenue to be realized in less than one year.

Property and equipment, net and operating lease right-of-use assets by geography is as follows (in thousands):

(1)Other than the United States 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.