Pinterest, Inc. (NYSE:PINS) ("Pinterest" or the "Company") today announced that affiliates of Elliott Investment Management, L.P. ("Elliott"), are investing $1.0 billion in Pinterest. Pinterest expects to use the proceeds from Elliott's investment to repurchase shares of its Class A common stock via a $1.0 billion accelerated share repurchase ("ASR") agreement.

The ASR and future share repurchases will be conducted under a new $3.5 billion share repurchase program authorized by Pinterest's Board of Directors, effective today. In addition to the ASR, Pinterest intends to repurchase up to an additional $500 million in shares from cash on hand pursuant to a 10b5-1 trading plan, subject to terms and conditions of the plan, market conditions and management discretion. Year-to-date, Pinterest has completed $473 million in share repurchases under a prior share repurchase program authorized in November 2024. In total, the $1.0 billion ASR, the intended $500 million of additional repurchases under the Rule 10b5-1 trading plan, and the $473 million of repurchases completed year‑to‑date represent approximately $2.0 billion of aggregate share repurchases expected in the first half of 2026.

Terms of the Elliott Investment

Under the terms of the investment, Elliott will purchase $1.0 billion in aggregate principal amount of Pinterest's convertible senior notes (the "Notes"). The Notes will have an initial conversion price of approximately $22.72 per share of Pinterest's Class A common stock, subject to customary anti-dilution and other adjustments. The initial conversion price represents a 30% premium to the closing price of the Company's Class A common stock on March 2, 2026. The Notes will mature on March 1, 2031, unless earlier repurchased, redeemed or converted. The Notes will bear interest at 1.75% per year.

Share Repurchase Program

Pinterest's Board of Directors authorized a share repurchase program to repurchase up to $3.5 billion of the Company's Class A common stock, replacing its existing share repurchase program.

Purchases may be made from time to time using a variety of methods at the Company's discretion, which may include open market purchases, accelerated share repurchases, privately negotiated transactions or otherwise. The share repurchase program has no time limit and may be suspended or discontinued at any time.

On March 5, 2026, the Company will pay $1.0 billion under the ASR agreement and expects to receive an initial delivery of approximately 80% of the total shares of the Company's Class A common stock that are expected to be repurchased under the ASR agreement. The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of the Company's Class A common stock on specified dates during the term of the ASR agreement, less a discount and subject to customary adjustments under the terms and conditions of the ASR agreement. After giving effect to the ASR, the remaining authorization under the share repurchase program will be $2.5 billion.

The transactions under the ASR agreement are expected to be completed by no later than the second quarter of 2026.