Pinterest reports Q3 revenue of $1.17B

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 29, October 23, 2026, there were 492,198,008 500,526,454 shares of the Registrant s Class A common stock, $.00001 par value per share, outstanding, and 74,115,019 72,981,386 shares of th e Registrant s Class B common stock outstanding.

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Exhibits 7 changes

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our ability to attract, and retain, and manage advertisers, advertising agencies, and vertical concentration risk, and scale our revenue model;

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our ability to implement achieve the expected benefits of our restructuring plan; effectively; and our ability to attract and retain personnel.

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our ability to successfully execute or achieve the expected benefits of our restructuring plan;

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our development of or investment in successful new products or improvements to existing one; ones;

our dependence on and ability to maintain and enhance a strong brand and reputation; and our ability to effectively develop and use of AI and machine learning technologies in our products and services.

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users ability to authenticate with our service through a third-party login providers; provider;

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an our ability to protect our intellectual property and our use of open source software; and the interpretation and application of U.S. and non-U.S. tax legislation or other changes in U.S. or non-U.S. taxation of our operations.

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Financial statements 166 changes

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June September 30, December 31,

Cash and cash equivalents $ 422,484 654,344 $ 969,342

Marketable securities 852,417 815,677 1,497,811

Accounts receivable, net 932,000 916,757 997,849

Prepaid expenses and other current assets 116,446 145,360 90,735

Total current assets 2,323,347 2,532,138 3,555,737

Property and equipment, net 97,447 97,134 66,451

Operating lease right-of-use assets 143,050 142,351 150,399

Intangible assets, net 83,037 80,533 6,083

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Other assets 20,840 21,082

Other assets 19,938 21,082

Total assets $ 4,759,378 4,950,868 $ 5,492,132

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Accounts payable $ 145,148 $ 129,810

Accounts payable $ 153,793 $ 129,810

Accrued expenses and other current liabilities 464,663 437,677 335,663

Total current liabilities 609,811 591,470 465,473

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Other liabilities 59,034 60,840

Operating lease liabilities 215,507 214,242 220,581

Other liabilities 58,742 60,840

Total liabilities 1,865,480 1,846,545 746,894

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Retained earnings 8,437 128,693

Class A common stock, $ 0.00001 par value, 6,666,667 shares authorized, 490,712 499,381 and 584,866 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively; Class B common stock, $ 0.00001 par value, 1,333,333 shares authorized, 74,785 73,263 and 79,680 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,886,635 3,077,648 4,612,205

Accumulated other comprehensive income (loss) ( 1,180 3,283 ) 4,333

Retained earnings 29,952 128,693

Total stockholders equity 2,893,898 3,104,323 4,745,238

Total liabilities and stockholders equity $ 4,759,378 4,950,868 $ 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.

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June 30, Six Months Ended

Revenue $ 1,179,654 $ 998,227 $ 2,187,168 $ 1,853,215

Cost of revenue 257,354 203,009 495,906 402,279

Research and development 451,010 359,624 831,799 691,289

Sales and marketing 374,273 313,075 692,124 566,995

General and administrative 137,880 126,849 241,397 232,459

Total costs and expenses 1,234,852 1,002,557 2,322,658 1,893,022

Loss from operations ( 55,198 ) ( 4,330 ) ( 135,490 ) ( 39,807 )

Interest income (expense), net 7,334 28,022 25,120 55,315

Other income (expense), net ( 1,295 ) 10,960 ( 2,289 ) 15,479

Provision for (benefit from) income taxes ( 2,490 ) ( 4,103 ) 7,597 ( 16,690 )

Net income (loss) $ ( 46,669 ) $ 38,755 $ ( 120,256 ) $ 47,677

September 30, Nine Months Ended

Revenue $ 1,173,929 $ 1,049,205 $ 3,361,097 $ 2,902,420

Cost of revenue 261,585 212,325 757,491 614,604

Research and development 428,079 371,253 1,259,878 1,062,542

Sales and marketing 336,997 296,679 1,029,121 863,674

General and administrative 112,823 110,432 354,220 342,891

Total costs and expenses 1,143,591 990,689 3,466,249 2,883,711

Income (loss) from operations 30,338 58,516 ( 105,152 ) 18,709

Interest income (expense), net 6,022 28,536 31,142 83,851

Other income (expense), net ( 1,232 ) 144 ( 3,521 ) 15,623

Income (loss) before provision for (benefit from) income taxes ( 49,159 ) 34,652 35,128 87,196 ( 112,659 77,531 ) 30,987 118,183

Provision for (benefit from) income taxes 13,613 ( 4,912 ) 21,210 ( 21,602 )

Net income (loss) $ 21,515 $ 92,108 $ ( 98,741 ) $ 139,785

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Basic $ ( 0.08 ) $ 0.06 $ ( 0.20 ) $ 0.07

Diluted $ ( 0.08 ) $ 0.06 $ ( 0.20 ) $ 0.07

Basic $ 0.04 $ 0.14 $ ( 0.17 ) $ 0.21

Diluted $ 0.04 $ 0.13 $ ( 0.17 ) $ 0.20

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Basic 562,913 676,852 599,629 676,688

Diluted 562,913 689,837 599,629 689,598

Basic 567,154 677,819 588,708 677,069

Diluted 582,652 694,532 588,708 691,247

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June 30, Six Months Ended

Net income (loss) $ ( 46,669 ) $ 38,755 $ ( 120,256 ) $ 47,677

September 30, Nine Months Ended

Net income (loss) $ 21,515 $ 92,108 $ ( 98,741 ) $ 139,785

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Change in unrealized gain (loss) on available-for-sale marketable securities ( 783 2,202 ) 168 597 ( 3,545 5,747 ) 1,310 1,907

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Comprehensive income (loss) $ ( 47,699 ) $ 41,095 $ ( 125,769 ) $ 51,685

Comprehensive income (loss) $ 19,412 $ 92,058 $ ( 106,357 ) $ 143,743

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Three Months Ended June September 30, 2026

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Balance as of March 31, 2026 573,671 $ 6 $ 2,795,622 $ ( 150 ) $ 55,106 $ 2,850,584

Release of restricted stock units, net

Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards ( 111,633 ) ( 111,633 )

Issuance of common stock related to charitable contributions

Purchase of capped calls related to convertible notes, net of tax ( 75,848 ) ( 75,848 )

Repurchases of Class A common stock ( 16,279 ) ( 58,221 ) ( 58,221 )

Share-based compensation 324,517 324,517

Other comprehensive loss ( 1,030 ) ( 1,030 )

Net loss ( 46,669 ) ( 46,669 )

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Release of restricted stock units, net

Shares repurchased for tax withholdings on release of restricted stock units and restricted stock awards ( 100,681 ) ( 100,681 )

Share-based compensation 291,694 291,694

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and 86 more changes in the filing

Note 1: Description of Business and Summary of Significant Accounting Policies 1 change

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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 and connected TV platforms.

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Note 2: Fair Value of Financial Instruments 16 changes

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Money market funds $ 235,938 $ $ $ 235,938

Commercial paper 30,951 30,951

Money market funds $ 471,185 $ $ $ 471,185

Commercial paper 68,788 68,788

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Corporate bonds 402,917 402,917

Commercial paper 188,620 188,620

Certificates of deposit 117,502 117,502

Corporate bonds 346,049 346,049

Commercial paper 215,027 215,027

Certificates of deposit 106,221 106,221

U.S. treasury securities 139,255 139,255 144,363 144,363

Non-U.S. government and supranational bonds 4,123 4,123 4,017 4,017

Certificates of deposit $ $ 6,005 6,011 $ $ 6,005 6,011

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Gross unrealized gains and losses on our marketable securities were not material in the aggregate as of June September 30, 2026 and December 31, 2025. We evaluated all available evidence and did not recognize any allowance for credit losses for our marketable securities as of June September 30, 2026 and December 31, 2025.

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Due in one year or less $ 574,232 561,861

Due after one to five years 278,185 253,816

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Note 3: Acquisition 3 changes

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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.

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 was 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.

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Note 4: Goodwill and Intangible Assets, Net 1 change

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Balance as of June September 30, 2026 $ 475,290

Note 5: Convertible Notes, net 1 change

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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.

Note 6: Commitments and Contingencies 1 change

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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 September 30, 2026, our remaining contractual commitment is $ 3,927.9 3,692.9 million. We expect to meet our remaining commitment.

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Note 7: Stockholders' Equity 1 change

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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. 176,814,803 180,527,489 shares of our Class A common stock were reserved for future issuance under our 2019 Plan as of June September 30, 2026.

Notes to the financial statements 12 changes

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June 30, Six Months Ended

Research and development 212,537 145,939 353,213 265,421

Sales and marketing 52,155 38,715 91,099 69,046

Share-based compensation expense during the three and six nine months ended June September 30, 2026 and 2025, was as follows (in thousands):

September 30, Nine Months Ended

Research and development 191,114 152,907 544,327 418,328

Sales and marketing 48,925 40,324 140,024 109,370

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We recognized income tax benefits on share-based compensation expense of $ 65.1 58.7 million and $ 47.7 48.9 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 111.4 170.1 million and $ 86.0 134.9 million for the six nine months ended June September 30, 2026 and 2025, respectively, which are reflected in the provision for (benefit from) income taxes on our condensed consolidated statements of operations.

As of June September 30, 2026, we had $ 1,443.8 1,185.1 million of unrecognized share-based compensation expense, which we expect to recognize over a weighted-average period of 2.1 2.0 years.

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In November 2024, our board of directors authorized a stock repurchase program of up to $ 2,000.0 million of our Class A common stock (the "November 2024 program"). During the six nine months ended June September 30, 2026, we repurchased and retired 27,664,663 shares of our Class A common stock through open market purchases under the November 2024 program for an aggregate purchase price of $ 472.9 million at an average price per share of $ 17.09 .

In March 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 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. During the six nine months ended June September 30, 2026, we repurchased and retired 28,950,481 shares of our Class A common stock through open market purchases under the March 2026 program for an aggregate purchase price of $ 551.0 million at an average price per share of $ 19.03 . We also repurchased and retired 54,796,613 shares of our Class A common stock at an average price per share of $ 18.25 through an accelerated share repurchase agreement under the March 2026 program as described below. As of June September 30, 2026, $ 1,948.0 million remained available for repurchases under the March 2026 program.

During the six nine months ended June September 30, 2026, we recorded $ 14.9 million of excise tax resulting from the Inflation Reduction Act of 2022 in relation to stock repurchases under the November 2024 and March 2026 programs.

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Note 9: Income Taxes 3 changes

Given our current and anticipated future earnings, 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 in 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 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 the three and six nine months ended June September 30, 2026, the primary differences between our effective tax rate and the federal statutory rate were driven by U.S. research and development credits and tax deficiencies from share-based compensation . For the three and six nine months ended June September 30, 2025 , the primary difference was excess tax benefits from share-based compensation. We recorded income taxes were no t material tax expenses of $ 13.6 million and $ 21.2 million for the three and six nine months ended June September 30, 2026. We recorded income tax benefits of $ 4.9 million and $ 21.6 million for the three and nine months ended September 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act ( OBBBA ) was enacted into law. The legislation includes provisions that allow for the immediate expensing of domestic U.S. research and development expenses and other changes to the U.S. taxation of profits derived from foreign operations. The provisions of the OBBBA have multiple effective dates from 2025 through 2027. The changes effective in 2026 are included in our provision for income taxes for the three and six nine months ended June September 30, 2026 and were not material.

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Note 10: Geographical Information 5 changes

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June 30, Six Months Ended

September 30, Nine Months Ended

(1) United States revenue was $ 800.5 822.9 million and $ 689.4 717.3 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 1,484.5 2,307.4 million and $ 1,293.9 2,011.1 million for the six nine months ended June September 30, 2026 and 2025, respectively. No individual country other than the United States exceeded 10% of our total revenue for any period presented.

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June September 30, December 31,

Total property and equipment, net and operating lease right-of-use assets $ 240,497 239,485 $ 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.

Note 11: Restructuring 11 changes

Share-based compensation 4,788 14,113

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.

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. The Restructuring Plan was completed during the third quarter of 2026.

Restructuring charges during the three and six nine months ended June September 30, 2026 were as follows (in thousands):

Three Months Ended Six Nine Months Ended

Severance and other personnel costs $ 7,975 1,118 $ 44,147 45,265

Share-based compensation 3,445 17,558

Office space reductions 1,572 3,172 (1)

Total Restructuring $ 4,107 $ 65,539

(1) Office space reductions were negative for the three months ended September 30, 2026 due to gains recognized in connection with early terminations of office leases abandoned in the first quarter of 2026.

Note 12: Related Party 1 change

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.

MD&A 189 changes

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Net loss was $46.7 million and Adjusted EBITDA was $311.3 million.

Overview of Second Third Quarter Results

Our key financial and operating results as of and for the three months ended June September 30, 2026, unless noted otherwise, are as follows:

Revenue was $1,179.7 $1,173.9 million, an increase of 18% 12% on a reported and 17% on a constant currency basis compared to the three months ended June September 30, 2025.

Monthly active users ("MAUs") were 640 661 million, an increase of 11% 10% compared to June September 30, 2025.

Share-based compensation expense was $324.5 $291.7 million, an increase of $97.3 $56.6 million compared to the three months ended June September 30, 2025.

Loss Income from operations was $55.2 $30.3 million, an increase a decrease of $50.9 $28.2 million compared to the three months ended June September 30, 2025 .

Net income was $21.5 million and Adjusted EBITDA was $339.2 million.

Net cash provided by operating activities was $620.9 $936.6 million and free cash flow was $581.6 $881.9 million during the six nine months ended June September 30, 2026.

Cash, cash equivalents and marketable securities was $1,274.9 $1,470.0 million.

Headcount was 5,116 5,192 .

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As of June September 30, 2026, global MAUs increased compared to June September 30, 2025 primarily due to our ongoing investments in relevance and personalization.

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For the three months ended June September 30, 2026, global ARPU was $1.86, $1.80, which represents an increase of 7% 1% compared to the three months ended June September 30, 2025. For the three months ended June September 30, 2026, U.S. and Canada ARPU was $8.30, $8.38, an increase of 14%, 10%, Europe ARPU was $1.35, an increase $1.21, a decrease of 4%, 7%, and Rest of World ARPU was $0.23, an increase of 21% 9% compared to the three months ended June September 30, 2025.

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Non-GAAP Financial Measure Measures

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June 30, Six Months Ended

Net income (loss) $ (46,669) $ 38,755 $ (120,256) $ 47,677

Depreciation and amortization (1)

September 30, Nine Months Ended

Net income (loss) $ 21,515 $ 92,108 $ (98,741) $ 139,785

Depreciation and amortization 10,895 7,205 28,563 19,143

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Interest (income) expense, net (7,334) (28,022) (25,120) (55,315)

Other (income) expense, net 1,295 (10,960) 2,289 (15,479)

Provision for (benefit from) income taxes (2,490) (4,103) 7,597 (16,690)

Interest (income) expense, net (6,022) (28,536) (31,142) (83,851)

Other (income) expense, net 1,232 (144) 3,521 (15,623)

Provision for (benefit from) income taxes 13,613 (4,912) 21,210 (21,602)

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Adjusted EBITDA $ 311,307 $ 250,776 $ 517,817 $ 422,425

Non-cash charitable contributions 12,198 13,495 12,198 13,495

Adjusted EBITDA $ 339,207 $ 306,051 $ 857,024 $ 728,476

(1) Excludes share-based compensation expense of $4.8 million and $14.1 million, and amortization expense of $1.6 $3.4 million and $2.9 $17.6 million for the three and six nine months ended June September 30, 2026, respectively, which is included in restructuring charges.

(2) We have excluded restructuring charges associated with the Restructuring Plan from Adjusted EBITDA because it is they are non-recurring and not reflective of our ongoing business operations or the underlying trends in our business.

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June 30, % Change Six Months Ended June 30, % Change

September 30, % Change Nine Months Ended September 30, % Change

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Revenue $ 1,179,654 1,173,929 $ 998,227 18 1,049,205 12 % 17 12 % $ 2,187,168 3,361,097 $ 1,853,215 18 % 2,902,420 16 % 15 % (1) On a constant currency basis, revenue for the three and six nine months ended June September 30, 2026 was $1,169.3 $1,174.1 million and $2,153.6 $3,327.8 million, respectively, due to a $10.4 $0.2 million unfavorable and $33.6 $33.3 million favorable impact of changes in foreign exchange rates for the respective periods.

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Free cash flow $ 581,615 $ 553,100

Net cash provided by operating activities $ 620,908 936,641 $ 571,399 893,051

Purchases of property and equipment (39,293) (18,299) (54,758) (21,530)

Free cash flow $ 881,883 $ 871,521

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June 30, Six Months Ended

Revenue $ 1,179,654 $ 998,227 $ 2,187,168 $ 1,853,215

September 30, Nine Months Ended

Revenue $ 1,173,929 $ 1,049,205 $ 3,361,097 $ 2,902,420

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Cost of revenue 257,354 203,009 495,906 402,279

Research and development 451,010 359,624 831,799 691,289

Sales and marketing 374,273 313,075 692,124 566,995

General and administrative 137,880 126,849 241,397 232,459

Restructuring 14,335 61,432

Total costs and expenses 1,234,852 1,002,557 2,322,658 1,893,022

Loss from operations (55,198) (4,330) (135,490) (39,807)

Interest income (expense), net 7,334 28,022 25,120 55,315

Other income (expense), net (1,295) 10,960 (2,289) 15,479

Provision for (benefit from) income taxes (2,490) (4,103) 7,597 (16,690)

Net income (loss) $ (46,669) $ 38,755 $ (120,256) $ 47,677

Cost of revenue 261,585 212,325 757,491 614,604

Research and development 428,079 371,253 1,259,878 1,062,542

Sales and marketing 336,997 296,679 1,029,121 863,674

General and administrative 112,823 110,432 354,220 342,891

Restructuring 4,107 65,539

Total costs and expenses 1,143,591 990,689 3,466,249 2,883,711

Income (loss) from operations 30,338 58,516 (105,152) 18,709

Interest income (expense), net 6,022 28,536 31,142 83,851

Other income (expense), net (1,232) 144 (3,521) 15,623

Income (loss) before provision for (benefit from) income taxes (49,159) 34,652 (112,659) 30,987 35,128 87,196 (77,531) 118,183

Provision for (benefit from) income taxes 13,613 (4,912) 21,210 (21,602)

Net income (loss) $ 21,515 $ 92,108 $ (98,741) $ 139,785

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June 30, Six Months Ended

Cost of revenue $ 8,484 $ 4,983 $ 13,046 $ 9,055

Research and development 212,537 145,939 353,213 265,421

Sales and marketing 52,155 38,715 91,099 69,046

General and administrative 46,553 37,597 84,492 71,138

Restructuring 4,788 14,113

September 30, Nine Months Ended

Cost of revenue $ 7,574 $ 5,173 $ 20,620 $ 14,228

Research and development 191,114 152,907 544,327 418,328

Sales and marketing 48,925 40,324 140,024 109,370

General and administrative 40,636 36,732 125,128 107,870

Restructuring 3,445 17,558

Total share-based compensation $ 324,517 291,694 $ 227,234 235,136 $ 555,963 847,657 $ 414,660 649,796 (2) See Non-GAAP Financial Measure for more information and for a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.

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June 30, Six Months Ended

September 30, Nine Months Ended

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and 109 more changes in the filing

Market risk 3 changes

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Our reporting currency is the U.S. dollar, and the functional currency of our subsidiaries is either their local currency or the U.S. dollar, depending on the circumstances. While the majority of our revenue and operating expenses are denominated in U.S. dollars, we have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. We have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains or losses related to revaluing certain asset and liability balances denominated in currencies other than the functional currency of the subsidiaries in which they are recorded. To date, these fluctuations have not been material. We have not engaged in hedging activities relating to our foreign currency exchange risk, although we may do so in the future. We do not believe a 10% increase or decrease in the relative value of the U.S. dollar would have materially affected our foreign currency gain or loss for the three and six nine months ended June September 30, 2026.

As of June September 30, 2026, we held cash, cash equivalents and marketable securities of $1,274.9 $1,470.0 million. Our cash equivalents and marketable securities primarily consist of short-duration fixed income securities, including government and investment-grade corporate debt securities and money market funds, and our investment policy is meant to preserve capital and maintain liquidity. Changes in interest rates affect the interest income we earn on our cash, cash equivalents and marketable securities and the fair value of our cash equivalents and marketable securities. A hypothetical 100 basis point increase in interest rates would have decreased the market value of our cash equivalents and marketable securities by $5.0 $4.9 million and $8.5 million as of June September 30, 2026 and December 31, 2025, respectively.

As of June September 30, 2026, the net carrying amount of the Notes was $981.1 $982.1 million. Changes in interest rates do not affect the interest expense incurred on the Notes as the Notes bear interest at fixed rates and are carried at amortized cost. However, the fair value of the Notes as described in Note 2 of our condensed consolidated financial statements will fluctuate with movements in market interest rates.

Controls and procedures 1 change

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Our management, with the participation of our chief principal executive officer ("CEO") and chief principal financial officer, ("CFO"), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO principal executive officer and CFO principal financial officer have concluded that as of June September 30, 2026, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to our management, including our CEO principal executive officer and CFO, principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Risk factors 30 changes

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A substantial portion of our revenue is derived from a small number of advertisers and is currently concentrated in certain verticals, particularly retail. and CPG. We either contract directly with advertisers or with advertising agencies on behalf of advertisers, many of which are owned by large media corporations that exercise varying degrees of control over the agencies. Moreover, spending by our largest advertisers can and has fluctuated significantly from period to period, and growth in advertising spend from any one of these advertisers may not offset reduced advertising spend by others. Our business, revenue and financial results could be harmed by the loss of, reduced spending by, or a deterioration in our relationship with, any one of our largest advertisers or with any advertising agencies or the large media corporations that control them.

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changes to our data privacy practices (including those relating to protecting the security and integrity of our platform, our use of AI, as well as those resulting from changes to laws, regulations, legal decisions, or third-party policies) that affect the type or manner of advertising that we are able to provide;

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the macroeconomic conditions and the status of the advertising industry, such as fear of recession, inflation, the impact of tariffs and related retaliatory actions and other trade protection measures, supply chain issues, and inventory and labor shortages, which could from time to time cause businesses to spend less on advertising and/or direct their advertising spend to larger companies that offer more traditional and widely accepted advertising products;

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We anticipate that our active user growth rate will decline over time if the size of our active user base increases or we achieve higher market penetration rates. As a result, our financial performance will increasingly depend on our ability to increase user engagement and our monetization efforts. Our platform particularly resonates with women, who comprise a significant majority of our total user base. In addition, our platform also resonates with the younger generation, as Gen Z users represent a large portion of our user base. We may not be able to further increase the number of users in these demographics and may need to increase the number of users in other demographics, such as men and international users, in order to grow our users. Further, we may make changes to our product that makes make it less attractive for a particular demographic.

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there is decreased engagement with our products, decreased efficiency of our advertising products, or failure to accept our terms of service as part of changes that we have implemented or may implement in the future, whether required or voluntarily, in connection with, for example, the General Data Protection Regulation ("GDPR"), the Digital Services Act ("DSA"), the California Consumer Privacy Act ("CCPA"), and other international and U.S. federal and state privacy, youth and social media laws, among others;

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Some of the actions that we may take to make our platform more positive and inspiring and make our content more useful and relevant may reduce traffic that we drive from our platform to the websites of third parties, which may reduce their willingness to contribute or continue availability of their content on our platform. We endeavor to keep divisive, disturbing or unsafe content off our platform by deactivating or limiting the distribution of certain types of content, even if this content would be permitted on other platforms, which could result in a decrease in user growth, retention or engagement. We apply significant judgment in making these determinations and may be unsuccessful in our efforts to remove this content in a manner that is (or is perceived to be) consistently applied and on a timely basis or at all, which could also result in a decrease in user growth, retention or engagement. We are also subject to investor, political, legal or regulatory scrutiny of the decisions we make regarding content we remove from, or allow on, our platform. Further, we may not be able to prevent users from misusing the content they discover on our platform, or misusing the platform itself, which may harm our brand and reputation and also deter users and advertisers from using our platform. If we fail to identify and remove from our platform advertisers and merchants who offer poor quality goods or fail to deliver goods to their customers, we may lose user confidence. In addition, controversies regarding content on other online platforms, such as the allegations of the impact of social media or online platforms on the mental health of users, may impact user engagement and advertising spending on our platform. Any of these factors could decrease our user growth, retention or engagement.

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macroeconomic conditions, such as inflation and labor shortage shortages, which had an impact on the pace of our global expansion;

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We may not successfully execute or achieve the expected benefits of our restructuring plan, which could adversely affect our business.

During the first quarter of 2026, we initiated a global the Restructuring Plan, which we completed in the Plan ) third quarter of 2026, to support our transformation initiatives of reallocating resources to AI-focused roles and teams that drive AI adoption and execution, prioritizing AI powered products and capabilities, and accelerating the transformation of our sales and go-to-market approach.

The Restructuring Plan could adversely affect our business and results of operations due to any of the following: requiring costs, charges and impacts to cash flows greater than anticipated; adversely affecting our internal programs and our ability to recruit and retain skilled and motivated personnel; being distracting to employees and management; negatively impacting our business operations and reputation with or ability to serve customers; and not generating the intended benefits to the extent or as quickly as anticipated; and not being able to exit or reduce office space as anticipated.

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As part of our business strategy, we have made and intend to make acquisitions to add specialized employees and complementary companies, products or technologies. For example, in the fourth quarter of 2025, we announced entry into a definitive agreement to acquire acquired tvScientific, Inc. and we closed the acquisition in February 2026. This and other acquisitions may not achieve our goals, and we may not realize benefits from this or other acquisitions we make in the future. Closing and integrating acquisitions requires significant time and resources, and we may not be able to manage the process successfully. If we fail to successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business, revenue and financial results of the combined company could be harmed. Our acquisition strategy may change over time and future acquisitions we complete could be viewed negatively by users, advertisers, investors or other parties with whom we do business. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our securities. We would expect to finance any future acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset-backed acquisition financing or cash from operations. The issuance of equity to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. In the future, we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. We may not be able to successfully complete announced transactions on a timely basis or at all, and our acquisitions are subject to scrutiny from regulators, which could block, delay or impose conditions (such as divestitures, ownership or operational restrictions or other structural or behavioral remedies) on the completion of transactions or the integration of acquired operations. Our acquisition strategy could require significant management attention, disrupt our business and harm our business, revenue and financial results.

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We use machine learning and AI technologies in our products and services, and we are making investments in expanding our AI capabilities, including ongoing deployment and improvement of existing machine learning and AI technologies, as well as developing new product features using AI technologies. There are significant risks involved in developing and deploying AI and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, including our profitability. AI technologies are complex and rapidly evolving, and we face significant potential disruption from other companies, particularly as internet companies utilize AI to introduce new methods of search and discovery for consumers and AI reduces barriers to entry to compete with our products and services, as well as an evolving regulatory landscape. The continued integration of any AI technologies into our products can result in new or enhanced governmental or regulatory scrutiny, intellectual property claims, litigation, confidentiality or privacy and security risks, ethical concerns, negative user perceptions as to automation and AI, or other complications that could adversely affect our business, reputation, or financial results. As a result of the complexity and rapid development of AI, it is also the subject of evolving review by various U.S. governmental and regulatory agencies, and other foreign jurisdictions are applying, or are considering applying, their platform moderation, intellectual property, cybersecurity, and data protection laws to AI and/or are considering general legal frameworks on AI. For example, the European Union's Artificial Intelligence Act ( EU AI Act ) came into effect in August 2024 with provisions that shall come into operation gradually over subsequent years and has various requirements that are principally focused on creating transparency with respect to generative AI systems and AI-generated content. Penalties for non-compliance with the EU AI Act include fines as high as 7% of a company s global annual revenue. We may not always be able to anticipate the necessary response to these frameworks given they are still rapidly evolving. We may also have to expend resources to adjust our product or service offerings in certain jurisdictions if the legal frameworks governing the use of AI are not consistent across jurisdictions.

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In addition, web and mobile browser developers, such as Apple, Microsoft or Google, have implemented and may continue to implement changes, including requiring additional user permissions, in their browser or device operating system that impair our ability to measure and improve the effectiveness of advertising on our platform. Such changes include, limiting the use of cookies and related tracking technologies, such as mobile advertising identifiers, and other changes that limit our ability to communicate with or understand the identity of our users or, our ability to collect or use information that allows us to attribute user actions on advertisers websites to the effectiveness of advertising campaigns run on our platform. For example, Apple's Intelligent Tracking Prevention ( ITP ) feature in its Safari browser blocks some or all third-party cookies by default on mobile and desktop and has become increasingly restrictive over time. Apple's related Privacy-Preserving Ad Click attribution, ("PPAC"), intended to preserve some of the functionality lost with ITP, would limit cross-site and cross-device attribution, prevent measurement outside a narrowly-defined attribution window, and prevent ad re-targeting and optimization. Further, Apple implemented certain changes, including an AppTrackingTransparency framework that limits the ability of mobile applications to obtain access to an iOS device s advertising identifier and affects our ability to track user actions off our platform and connect their interactions with on-platform advertising.

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The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and as the focus on data privacy and data protection increases globally, we are, and will continue to be, subject to varied and evolving data privacy and data protection laws. We are subject to GDPR which expands the rights of individuals to control how their personal data is processed, includes restrictions on the use of personal data of minors (including teens), creates new regulatory and operational requirements for processing personal data (particularly in the case of a data breach), increases requirements for security and confidentiality, restricts transfers of data outside of the European Economic Area ("EEA") and provides for significant penalties for non-compliance, including fines of up to 4% of global annual turnover for the preceding financial year or

The application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and as the focus on data privacy and data protection increases globally, we are, and will continue to be, subject to varied and evolving data privacy and data protection laws. We are subject to GDPR which expands the rights of individuals to control how their personal data is processed, includes restrictions on the use of personal data of minors (including teens), creates new regulatory and operational requirements for processing personal data (particularly in the case of a data breach), increases requirements for security and confidentiality, restricts transfers of data outside of the European Economic Area ("EEA") and provides for significant penalties for non-compliance, including fines of up to 4% of global annual turnover for the preceding financial year or 20 million (whichever is higher) for the most serious infringements. Additionally, we have historically relied upon multiple legally valid transfer mechanisms to transfer certain personal data outside of the EEA, including the EU-U.S. Privacy Shield Framework and Standard Contractual Clauses (SCCs). The Court of Justice of the European Union ruled that the EU-U.S. Privacy Shield is an invalid transfer mechanism, but upheld the validity of the SCCs subject to future elaboration of additional safeguards by regulators such as specific supplemental measures that should be undertaken to protect EU data subjects. While the EU Commission has approved a new EU-U.S. Data Privacy Framework, of which Pinterest is a participant, the validity of data transfer mechanisms and additional safeguards remains subject to legal, regulatory, and political review and developments in both Europe and the U.S. The invalidation of data transfer mechanisms, or the potential invalidation of additional safeguards could have a significant adverse impact on our ability to process and transfer UK and EEA user personal data outside of the EEA. The State of California enacted the CCPA which requires companies that process information of California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with third parties and provides a new private right of action for data breaches. Other states have also enacted privacy laws similar to the CCPA, which are operative or will become operative in the next few years, with these providing consumers with similar abilities to opt-out of certain data sharing and to limit the use of certain data for targeted advertising. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the online collection, use, dissemination and security of data. The burdens imposed by these and other laws and regulations that may be enacted, or new interpretations of existing laws and regulations, may require us to modify our data processing practices and policies and to incur substantial costs in order to comply and may disproportionately affect our business in comparison to our peers that have greater resources. These laws and regulations may also impact our ability to expand advertising on our platform internationally, as they may impede our ability to deliver targeted advertising and accurately measure our ad performance.

In addition, the privacy of teens personal data collected online, and use of commercial websites, applications, online services, or other interactive platforms, generally, are also becoming increasingly scrutinized. Certain regulations focused on online safety and protection of teens privacy online may require have required us to change our services and incur costs to do so. Moreover, various laws to restrict or govern the use of commercial websites, applications, online services, or other interactive platforms by teens have passed or have been proposed, including laws: prohibiting offering services to teens, prohibiting showing teens advertising, requiring age verification or assurance, limiting the use of teens personal data, and requiring parental consent or providing for other parental rights. These laws may be, or in some cases already have been, subject to legal challenges and changing interpretations, which may further complicate our efforts to comply with laws applicable to us. These new laws may result have resulted in restrictions on the use of certain of our products or services by teens; and have required changes to our products and services to achieve compliance. The inability to offer certain products and services to teens may decrease users or user engagement in those jurisdictions, require changes to our products and services to achieve compliance, decrease our advertising revenue, and increase legal risk, compliance costs and potential fines for us and our third-party partners.

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We currently depend on the continued services and performance of our key personnel, including William Ready and others. Mr. Ready's employment, and the employment of our other key personnel, is at will, which means they may resign or be terminated for any reason at any time. Similarly, Mr. Silbermann is currently non-executive Chair of the Board and may resign at any time. In addition, much of our key technology and systems are custom-made for our business by our personnel. The loss of key personnel, including key members of management as well as our computer vision, AI, machine learning, design, marketing, sales and product development personnel, could disrupt our operations and harm our business. This risk is particularly heightened in an environment where companies, including us, slow down hiring or reduce their workforce, as we have done under the Restructuring Plan, which involves the reduction of our workforce, and will continue to find ways to further reduce costs due to macroeconomic conditions.

In addition, it is important to our business to attract and retain highly talented personnel, particularly engineers with expertise in computer vision, AI and machine learning. We have found and may continue to find our recruiting and retention efforts more challenging because the marketplace for talent is highly competitive, particularly as a result of our workforce reduction under the Restructuring Plan. Certain legal, regulatory, and policy developments, such as changes to policies and requirements regarding immigration and visas, may also negatively impact our ability to attract, hire and retain highly talented personnel, or may lead to public scrutiny, investigations, litigation, and regulatory or other proceedings related to our policies and procedures. The incentives provided by our stock option grants, restricted stock grants and restricted stock unit grants, or by other compensation and benefits arrangements, may not be effective to attract and retain employees, especially as a result of continued fluctuations in our stock price. We may also be required to enhance wages, benefits and non-equity incentives. If we are unable to meet employees' and potential employees' expectations, we may experience difficulties attracting and retaining personnel.

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We allow users to authenticate with our service through a third-party login providers. provider. If these this third parties discontinue party discontinues these tools or experience experiences a breach or outage in their its platform or web browser developers make changes that restrict the use of these tools, user retention, growth or engagement could decline.

A significant number of users access their accounts on our platform using a third-party login provider, such as Facebook, Apple or Google. If security on those platforms that platform is compromised, if users are locked out from their accounts on those platforms that platform or if those platforms experience that platform experiences an outage or otherwise institute institutes policies that prevent users from accessing their accounts on our platform through those logins, users may be unable to access our platform. In addition, a third-party login providers provider may institute policies that restrict us from both communicating with users or identifying users. As a result of these actions, user growth, retention and engagement on our platform has been and could be adversely affected in the future, even if only for a temporary period. Additionally, if Facebook or Google discontinue their discontinues its identity services or experience experiences an outage, then we may lose and be unable to recover users previously using this function, and our user growth or engagement could decline.

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We rely on a variety of statutory and common-law frameworks and defenses relevant to the content available on our platform, including but not limited to, the Digital Millennium Copyright Act, ("DMCA"), the Communications Decency Act ("CDA"), the fair-use doctrine in the United States, the EU E-Commerce Directive, the EU AI Act and the DSA. These frameworks and defenses may limit, but do not necessarily eliminate, our potential liability for caching, hosting, listing or linking to third-party content that may include materials that infringe copyrights or are otherwise unlawful. Each of these statutes and doctrines is subject to uncertain or evolving judicial interpretation and regulatory and legislative amendments, and we cannot guarantee that such frameworks and defenses will be available for our protection. For example, the CDA has been amended by Congress and interpreted by courts in ways that have narrowed its applicability. Further, the Russmedia decision recent decisions by the Court of Justice of the European Union has have created uncertainty regarding the status of longstanding intermediary liability provisions under EU law, which may result in additional obligations for online platforms, as well as increased litigation and liability. Additionally, in June 2025, the Brazilian Supreme Court partially invalidated the country's limitation on platform liability for third-party content, The new court precedent requires imposing more stringent requirements on platforms to remove unlawful content upon notice even in the absence of a court order, and to implement proactive measures to prevent and remove illegal ads and content related to certain crimes under Brazilian law. As a result, we may face increased increasing litigation and/or and regulatory enforcement. risk. If the relevant statutory regimes are amended or repealed, if the rules around these doctrines change, if international jurisdictions refuse to apply similar protections to the U.S., or if a court were to disagree with our application of those rules to our service, we could incur liability or be required to make significant changes to our products, business practices or operations.

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We are also subject to fines or orders restricting or blocking our service in particular countries or for particular groups of users as a result of content on our platform. For example, certain countries have implemented regulations that authorize fines or provide for throttling or blocking services for failures to comply with certain content removal and disclosure obligations, and other countries may enact similar legislation, which would impose penalties for failure to remove certain content. There can be no assurance that our tools or policies for certain removal obligations or any new tools or policies we develop will be sufficient to maintain compliance with these regulations.

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Governmental authorities outside the United States have restricted, and may in the future seek to restrict access to our platform, including for certain groups, if they consider us to be in violation of their laws or for other reasons. For example, access to our service has been or is currently restricted in whole or in part in certain countries. Other governments may seek to restrict access to or block our platform, prohibit or block the hosting of certain content available through our platform, or impose other restrictions that may affect the accessibility or usability of our platform in that country for a period of time or even indefinitely. We may also decide to stop offering our platform in a country as a result of these types of restrictions. For example, some countries have enacted laws that allow websites to be blocked for hosting certain types of content or may require websites to remove certain restricted content, to appoint local representatives in the country, or to store user data within that country. It can be challenging or impractical to manage the requirements of multiple jurisdictions governing the type and nature of the content available on our platform. If additional prohibitions or restrictions are imposed on our platform, or if our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our user growth, retention and engagement may be adversely affected.

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We are currently involved in, and may in the future be involved in, actual and threatened legal proceedings, including class action lawsuits, mass arbitrations, claims, investigations and government inquiries arising in the ordinary course of our business, including intellectual property, data privacy and data protection, privacy and other torts, illegal or objectionable content, consumer protection, AI, safety, law enforcement, civil rights, the use of our platform for illegal purposes, securities, stockholder derivative claims, employment, governance, workplace culture, contractual rights, civil rights infringement, false or misleading advertising, or other legal claims relating to content or information that is provided to us or published or made available on our platform, or based on decisions we make regarding what content is allowed on our platform. Any proceedings, claims or inquiries involving us, whether successful or not, can be time consuming, result in costly litigation, unfavorable outcomes, high indemnification expenses, increased costs of business, may require us to change our business practices or products, product offerings and features, require a significant amount of management s time, may harm our reputation or otherwise harm our business and future financial results.

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A portion of the technologies we use incorporates software, models, code, data, or other intellectual property that are offered under free, open source, source-available, or similar types of licenses (collectively, "open source") and we may incorporate such open source intellectual property in the future. Open source licenses may subject us to certain unfavorable conditions, including requirements that we make publicly available source code, model weights, or data for any modifications or derivative works we create based upon, incorporating or using open source software, that we license such modifications or derivative works under the terms of the particular open source license for no cost, or that we restrict the use of models or data to certain use cases. Some open source software may include AI software, including generative AI, or other software that incorporates or relies on AI. The use of such software may expose us to risks as the intellectual property ownership and license rights, including copyright, of AI software, tools, and their output have not been fully interpreted by U.S. courts or addressed by federal or state regulations. In addition, the use of open source AI models developed outside the United States has become the subject of increased political and regulatory scrutiny, and resulting restrictions or competing regulatory regimes may affect our ability to continue to license and incorporate such software models.

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Additionally, over the last several years, the Organisation for Economic Cooperation and Development (OECD) has been working on a Base Erosion and Profit Shifting Project that, if implemented, would change various aspects of the existing framework under which our tax obligations are determined in many of the countries in which we do business. Several countries have already begun to enact legislation to implement the OECD s 15% global minimum tax regime. Our effective tax rate and cash tax payments could increase in future years as further jurisdictions enact legislation. Similarly, the European Commission and several countries have issued proposals that would apply to various aspects of the current international tax rules under which we are taxed. These proposals include changes to the existing rules to calculate income tax, as well as proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, several an increasing number of jurisdictions have proposed or enacted taxes applicable to digital services, which include business activities on digital advertising and which apply to our business. There are ongoing OECD negotiations that contemplate an alternative to these proposals, which may proliferate in the absence of multilateral agreement.

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We have incurred significant net losses in the past and generated net income only recently, and may continue to generate operating losses in the future. We generated net loss of $120.3 $98.7 million and net income of $47.7 $139.8 million for the six nine months ended June September 30, 2026 and 2025, respectively. As of June September 30, 2026, we had retained earnings of $8.4 $30.0 million. We may not realize sufficient revenue to achieve profitability in future periods.

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As of June September 30, 2026, we had outstanding $1.0 billion in aggregate principal amount of 1.75% convertible unsecured, senior notes due in 2031 (the Notes ) and maintain a secured revolving credit facility, which we amended and restated on October 15, 2026, and we may require additional financing to maintain and grow our business. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance, investor demand and the condition of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our existing stockholders may experience dilution or other adverse impacts. For example, our existing stockholders may experience dilution upon conversion of the Notes if the conversion amount includes value in excess of the principal amount, as we will deliver such excess in the form of Class A common stock. If our access to capital is restricted or our borrowing costs increase as a result of developments in financial markets, our operations and financial condition could be adversely impacted.

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Our Class B common stock has twenty votes per share, and our Class A common stock has one vote per share. Because of the 20-to-1 voting ratio between our Class B and Class A common stock, the holders of our outstanding Class B common stock hold approximately 75.3% 74.6% of the voting power of our outstanding capital stock as of June September 30, 2026. Because the holders of our Class B common stock hold in the aggregate significantly more than a majority of the combined voting power of our capital stock, such holders (which include our pre-IPO stockholders who have not converted their Class B common stock to Class A common stock, including those holders unaffiliated with any of our executive officers, employees or directors) control all matters submitted to our stockholders for approval. The holders of Class B common stock will no longer hold in the aggregate over 50% of the voting power of our outstanding capital stock once the Class B common stock represents in the aggregate less than approximately 4.76% of our outstanding capital stock.

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Future issuances of shares of our Class A common stock, conversions of the Notes into our Class A common stock or the conversion of a substantial number of shares of our Class B common stock to Class A common stock, or the perception that these sales or conversions may occur, could depress the market price of our Class A common stock and result in significant dilution for holders of our Class A common stock. Additionally, our 2019 Omnibus Incentive Plan (the "2019 Plan") contains an evergreen provision which automatically increases on the first day of each fiscal year through and including January 1, 2029, the number of shares of our Class A common stock reserved for issuance under the plan by five percent of the total number of shares of our Class A common stock and our Class B common stock outstanding, or a lesser number determined by our board of directors. We currently have shares of Class A common stock that will be issued upon settlement of outstanding stock options, RSUs, or restricted stock awards ("RSAs"). For more information, see Notes to Financial Statements . As of June September 30, 2026, we had 5,921,462,168 5,919,969,700 shares of authorized but unissued Class A common stock that are currently not reserved for issuance under our equity incentive plans or charitable giving program. We may issue all of these shares of Class A common stock without any action or approval by our stockholders, subject to certain exceptions. We also intend to continue to evaluate acquisition opportunities and may issue Class A common stock or other securities in connection with these acquisitions. Any common stock issued in connection with the conversion of the Notes, our equity incentive plans, acquisitions, the exercise of outstanding stock options, settlement of RSUs and RSAs or otherwise would dilute the percentage ownership held by our Class A common stockholders.

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Unregistered sales of stock 15 changes

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The following table shows information about our purchases of equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, for the three months ended June September 30, 2026:

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Average price paid per share (2)

Total number of shares purchased as part of publicly announced plans or program

April 1 - April 30, 2026 380,624 $ 18.32 348,568 $ 1,999,000,001

May 1 - May 31, 2026 1,999,000,001

(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.

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.

Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs

July 1 - July 31, 2026 32,057 $ 22.81 $ 1,947,970,369

August 1 - August 31, 2026 1,947,970,369

September 1 - September 30, 2026 1,947,970,369

June 1 - June 30, 2026 2,381,000 $ 21.43 2,381,000 $ 1,947,970,369 (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.

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 Refer to Note 7 of our condensed consolidated financial statements for additional information on our share repurchase and ASR programs.

Other information 4 changes

1 unchanged paragraph

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 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.

During the quarter ended June September 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 7, September 1, 2026 , Julia Brau Donnelly Renee Jewell , our Chief Financial Accounting Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, between August 7, December 23, 2026, and June 30, August 20, 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 Jewell after the satisfaction of applicable taxes following the vesting and settlement of 341,090 108,604 RSUs.