10q10k10q10k.net

What changed in PINTEREST, INC.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of PINTEREST, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+281 added−262 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-06)

Top changes in PINTEREST, INC.'s 2025 10-K

281 paragraphs added · 262 removed · 240 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

34 edited+0 added−4 removed36 unchanged
Biggest changeWe also have workshops 11 Part I dedicated to learning new skills and developing an employee’s career. We set aside a dedicated personal learning and development budget for every employee. Corporate information Our principal executive offices are located at 651 Brannan Street, San Francisco, California 94107, and our telephone number is (415) 762-7100.
Biggest changeWe have programs for open and ongoing conversation towards career growth goals both long term and short term. We also have workshops dedicated to learning new skills and developing an employee’s career. We set aside a dedicated personal learning and development budget for every employee.
Industry advertising spend tends to be strongest in the fourth quarter resulting in higher revenue, and free cash flow is historically higher in the first quarter as we collect on the fourth quarter's higher revenue. We expect this seasonality to continue.
Industry advertising spend tends to be strongest in the fourth quarter resulting in higher revenue in the fourth quarter, and free cash flow is historically higher in the first quarter as we collect on the fourth quarter's higher revenue. We expect this seasonality to continue.
For additional information on risks relating to intellectual property, please see the sections titled “Risk Factors” and “—Legal Proceedings.” Government regulation We are subject to many U.S. federal and state and foreign laws and regulations that involve matters central to our business, including laws and regulations that involve data privacy and data protection, intellectual property (including copyright and patent laws), content moderation, rights of publicity, advertising, marketing, health and safety, competition, protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance.
For additional information on risks relating to intellectual property, please see the sections titled “Risk Factors” and “—Legal Proceedings.” Government regulation We are subject to many U.S. federal and state and foreign laws and regulations that involve matters central to our business, including laws and regulations that involve data privacy and data protection, intellectual property (including copyright and patent laws), content moderation, teen safety, rights of publicity, AI, advertising, marketing, health and safety, competition, protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance.
For additional information, see the sections titled “Risk Factors” and “—Legal Proceedings.” Seasonality We have historically experienced seasonality in monthly active user growth, monetization on our platform and free cash flow. Historically, we have had lower sequential user growth in the second calendar quarter.
For additional information, see the sections titled “Risk Factors” and “—Legal Proceedings.” Seasonality We have historically experienced seasonality in monthly active user growth, monetization on our platform and free cash flow. Historically, we have had lower sequential user growth in the second quarter.
In addition, our platform also resonates with the younger generation, as Gen Z users represent over 40% of our user base. Geographically, we have a diverse user set, representing over 100 countries globally. Content on Pinterest comes from a variety of sources, including retailers, brands, creators, publishers and users.
In addition, our platform also resonates with the younger generation, as Gen Z users represent over 50% of our user base. Geographically, we have a diverse user set, representing over 100 countries globally. Content on Pinterest comes from a variety of sources, including retailers, brands, creators, publishers and users.
Sales and Marketing Our go-to-market approach The Pinterest platform enables a diverse group of advertisers to achieve a wide range of objectives, from building awareness to driving consideration and delivering conversions. We have advertisers across multiple verticals including retail, consumer packaged goods, travel, financial services, and auto.
Sales and Marketing Our go-to-market approach The Pinterest platform enables a diverse group of advertisers to achieve a wide range of objectives, from building awareness to driving consideration and delivering conversions. We have advertisers across multiple verticals including retail, consumer packaged goods, financial services, technology and entertainment, travel and auto.
As of December 31, 2024, we had approximately 400 issued patents and pending patent applications in the United States and foreign countries relating to aspects of our actual or contemplated operations and technologies. We also had over 660 registered trademarks and trademark applications in the United States and foreign countries, including our “Pinterest” name and related logos.
As of December 31, 2025, we had approximately 400 issued patents and pending patent applications in the United States and foreign countries relating to aspects of our actual or contemplated operations and technologies. We also had over 660 registered trademarks and trademark applications in the United States and foreign countries, including our “Pinterest” name and related logos.
Our Users and Our Platform 553 million monthly active users from around the world come to Pinterest to find new ideas, curate and refine their tastes, and turn those ideas into reality. Our platform particularly resonates with women, who comprise roughly two-thirds of our total user base.
Our Users and Our Platform 619 million monthly active users from around the world come to Pinterest to find new ideas, curate and refine their tastes, and turn those ideas into reality. Our platform particularly resonates with women, who comprise roughly two-thirds of our total user base.
Additional new and pending legislation in the US and around the world may impose additional obligations or risk on us associated with content uploaded by users to our platform. We receive, process, store, use and share data, some of which contains personal information.
Additional new and pending legislation in the U.S. and around the world may impose additional obligations or risk on us associated with content uploaded by users to our platform. We receive, process, store, use and share data, some of which contains personal information.
The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 12 Part I
The contents of our websites are not intended to be incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. 13 Part I
Lower funnel revenue is billed when an advertiser optimizes an ad campaign around “performance” objectives like clicks ("CPC"), actions (“CPA”) or conversion events ("oCPM"), such as a checkout or add-to-cart. 8 Part I Our auction system selects the best ad for each available ad impression, based on the likelihood of a desired action occurring and how much that action is worth to advertisers.
Lower funnel revenue is billed when an advertiser optimizes an ad campaign around “performance” objectives like clicks ("CPC"), actions (“CPA”) or conversion events ("oCPM"), such as a checkout or add-to-cart. Our auction system selects the best ad for each available ad impression, based on the likelihood of a desired action occurring and how much that action is worth to advertisers.
Item 1. Business Overview Pinterest is a visual search and discovery platform, positioned at the intersection of search, social, and commerce. We offer a unique and differentiated experience that enables people to go from inspiration to action all on one consumer internet property. Pinterest can be accessed through our mobile application or the web.
Item 1. Business Overview Pinterest is an AI-powered visual search and discovery platform, positioned at the intersection of search, social, and commerce. We offer a unique and differentiated experience that enables people to go from inspiration to action all on one consumer internet property. Pinterest can be accessed through our mobile application or the web.
We also have a flexible work model that provides employees in roles that can be performed from anywhere the autonomy to live and work flexibly within their country or region, while prioritizing intentional in-person collaboration at our offices. We provide robust compensation and benefits programs to help meet the needs of our employees and their families.
We also have a flexible work model that provides employees in roles that can 12 Part I be performed from anywhere the autonomy to live and work flexibly within their country or region, while prioritizing intentional in-person collaboration at our offices. We provide robust compensation and benefits programs to help meet the needs of our employees and their families.
The search functionality allows users to see many relevant possibilities that are personalized for their individual taste and interests. Users often come to Pinterest with a vague idea of what they’re looking for and use our visual search functionality to narrow their focus. As such, over 90% of our searches are unbranded.
The search functionality allows users to see many relevant possibilities that are personalized for their individual taste 8 Part I and interests. Users often come to Pinterest with a vague idea of what they’re looking for and use our visual search functionality to narrow their focus. As such, over 90% of our searches are unbranded.
Using our proprietary AI technology and computer vision, we can leverage our data sets to analyze trends, understand intent and predict consumer behavior at a massive scale to help serve personalized and relevant recommendations for users and improved ads delivery for our customers.
Using our proprietary AI technology and computer vision, we can leverage our data sets to analyze trends, understand intent and predict consumer behavior at a massive scale to help serve personalized and relevant recommendations for users and improved ads delivery for our 10 Part I customers.
Many relevant laws and regulations are still evolving and may be interpreted, applied, created or amended in a manner that could harm our business, and new laws and regulations may be enacted, including in connection with the restriction or prohibition of certain content or business activities.
Many relevant laws and regulations are still evolving and may be interpreted, applied, created or amended in a manner that could harm our 11 Part I business, and new laws and regulations may be enacted, including in connection with the restriction or prohibition of certain content or business activities.
Competitors such as Amazon, Meta (including Facebook and Instagram), Google (including YouTube), Snap, Reddit, TikTok and X, many of which are larger and have significantly greater financial and human resources, offer users engaging content and commerce opportunities through similar technology or products to ours. We remain focused on emerging competition as well.
Competitors such as Amazon, Meta (including Facebook, Instagram, Threads and MetaAI), Google (including Gemini, Lens and YouTube), OpenAI (including ChatGPT), Snap, Reddit, TikTok and X, many of which are larger and have significantly greater financial and human resources, offer users engaging content and commerce opportunities through similar technology or products to ours. We remain focused on emerging competition as well.
Users interact with the platform in dynamic multi-session journeys to find inspiration, curate their latest look, plan their next project and shop from great brands. This happens at a massive scale, with billions of searches and saves per month.
Users interact with the platform in dynamic multi-session journeys to find inspiration, curate their latest look, plan their next project and shop from great brands. This happens at a massive scale, with billions of searches and saves per month, with the vast majority of queries being visual.
There are also a number of legislative proposals recently enacted or pending concerning content moderation, transparency, and access, as well as data 10 Part I protection that could affect us.
There are also a number of legislative proposals recently enacted or pending concerning content moderation, safety, transparency, and access, as well as data protection that could affect us.
To attract and retain great talent, we strive to create opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities. As of December 31, 2024, we had 4,666 full-time employees.
To attract and retain great talent, we strive to create opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities. As of December 31, 2025, we had 5,265 full-time employees.
We are therefore subject to U.S. federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use, processing, disclosure and protection of personal information and other data from users, employees or business partners, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPA”), the Florida Digital Bill of Rights, and other state laws that may take effect in 2025.
We are therefore subject to U.S. federal, state, local and foreign laws and regulations regarding data privacy and the collection, storage, sharing, use, processing, disclosure and protection of personal information and other data from users, employees or business partners, including the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), the Florida Digital Bill of Rights, and other similar state laws that have taken effect or may take effect in 2026.
Additionally, many of these formats are enabled with mobile deep links and/or direct link capabilities for a seamless, one-click handoff from an ad to the advertiser’s mobile app or webpage. • Standard ad : A static image used to showcase content in a simple vertical image format. • Video ad : Used by advertisers to capture attention and tell a story with a visually engaging format. • Shopping ad : Used by advertisers who wish to promote specific products in their catalogs to reach users who are deciding what to buy. • Carousel ad : Multiple static images or videos in one carousel, used by advertisers to showcase more than one image or video at a time. • Collection ad : Used by advertisers to display products in action with a hybrid format that mixes lifestyle imagery and video with featured products. • Interactive ad : Used by advertisers to engage with their users through interactive formats. • Premier Spotlight ad : Used by advertisers to showcase their latest product launch or seasonal moments with exclusive placements on the Pinterest Home Feed and search page.
Additionally, many of these formats are enabled with mobile deep links and/or direct link capabilities for a seamless, one-click handoff from an ad to the advertiser’s mobile app or webpage, and increasingly, in-app purchase experiences. • Standard ad : A static image used to showcase content in a simple vertical image format. • Video ad : Used by advertisers to capture attention and tell a story with a visually engaging format. • Shopping ad : Used by advertisers who wish to promote specific products in their catalogs to reach users who are deciding what to buy. • Carousel ad : Multiple static images or videos in one carousel, used by advertisers to showcase more than one image or video at a time. • Collection ad : Used by advertisers to display products in action with a hybrid format that mixes lifestyle imagery and video with featured products. • Interactive ad : Used by advertisers to engage with their users through interactive formats. • Premier Spotlight ad : Used by advertisers to showcase their latest product launch or seasonal moments with exclusive placements on the Pinterest Home Feed and search page. • Idea ad : Used by advertisers to tell a story that inspires their audience and encourages action. 9 Part I Ad Auction The vast majority of our advertisers buy ads through an auction-based system.
We rely on a combination of federal, state and common-law rights in the United States and rights under the laws of other countries, as well as contractual restrictions, to protect our intellectual property and other proprietary rights.
Intellectual property Our success is tied in part to our ability to protect our intellectual property and key technological innovations. We rely on a combination of federal, state and common-law rights in the United States and rights under the laws of other countries, as well as contractual restrictions, to protect our intellectual property and other proprietary rights.
We face competition across almost every aspect of our business. We compete to attract, engage and retain users and their time and attention.
We face competition across almost every aspect of our business. We compete to attract, engage and retain users and their time and attention. We also compete with other platforms to attract, retain and grow our base of creators and publishers.
These laws expand the rights of individuals to control how their personal data is processed, collected, used and shared, creates new regulatory and operational requirements for processing personal data, increases requirements for security and confidentiality and provides for significant penalties for non-compliance.
These laws expand the rights of individuals to control how their personal data is processed, collected, used and shared, create new regulatory and operational requirements for processing personal data, increase requirements for security and confidentiality and provide for significant penalties for non-compliance, in some cases including a private right of action.
To help maximize performance, advertisers can target specific groups of users based on interests, demographics and search keywords. We continue to invest in AI to automate campaign set up and performance optimization for our advertisers. Measurement Measuring the effectiveness of digital ad spend is a high priority for our advertisers.
To help maximize performance, advertisers can target specific groups of users based on interests, demographics and search keywords. We continue to invest in our AI-enabled campaign solution, Pinterest Performance+, which streamlines setup and drives performance through automated features such as targeting, bidding and creative optimization. Measurement Measuring the effectiveness of digital ad spend is a high priority for our advertisers.
Home Feed: When users open the Pinterest mobile application or navigate to www.pinterest.com, they are by default in their Home Feed, where they can discover Pins relevant to their tastes and interests in a scrolling format.
Together, these connections comprise our valuable Taste Graph and help us serve users even more relevant content recommendations. Home Feed: When users open the Pinterest mobile application or navigate to www.pinterest.com, they are by default in their Home Feed, where they can discover Pins relevant to their tastes and interests in a scrolling format.
Related Pins: Visual discovery on Pinterest also happens when a user taps on a Pin to learn more about an idea or image, and a feed of visually similar Pins is served beneath the tapped image.
Related Pins: Visual discovery on Pinterest also happens when a user taps on a Pin to learn more about an idea or image, and a feed of visually similar Pins is served beneath the tapped image. These related Pins help users springboard off a point of inspiration to explore deeper into an interest or narrow in on the perfect product.
Our Class A common stock is listed on the New York Stock Exchange under the symbol “PINS.” Available information Our website is located at www.pinterest.com, and our investor relations website is located at http://investor.pinterestinc.com/.
Corporate information Our principal executive offices are located at 651 Brannan Street, San Francisco, California 94107, and our telephone number is (415) 762-7100. Our Class A common stock is listed on the New York Stock Exchange under the symbol “PINS.” Available information Our website is located at www.pinterest.com, and our investor relations website is located at http://investor.pinterestinc.com/.
To promote emotional wellbeing, we offer free access to mental health and wellbeing tools like Lyra, Calm and Cleo. Learning and development We help our employees create a career that is inspiring, impactful and ultimately time well spent. We have programs for open and ongoing conversation towards career growth goals both long term and short term.
To promote financial wellbeing, we offer money management education, financial planning and investment services. To promote emotional wellbeing, we offer free access to mental health and wellbeing tools like Lyra and Calm. Learning and development We help our employees create a career that is inspiring, impactful and ultimately time well spent.
Because every family is unique, we offer additional benefits to parents and caregivers with newborns in neonatal intensive care, adoptive parents and people experiencing miscarriage, and also offer fertility benefits globally. To promote financial wellbeing, we offer money management education, financial planning and investment services.
We regularly review and update our compensation and benefits programs as needed to remain competitive with market compensation. Because every family is unique, we offer additional benefits to parents and caregivers with newborns in neonatal intensive care, adoptive parents and people experiencing miscarriage, and also offer fertility benefits globally.
Users often move between these surfaces various times in a single session and across multiple sessions. Saving content and creating boards and collages are highly unique and beneficial to our ecosystem, as we utilize the signals from the curation to help serve users even more relevant content recommendations.
Users often move between these surfaces various times in a single session and across multiple sessions. Saving content and creating boards and collages are highly unique and beneficial to our ecosystem. This curation activity generates signals across a network of many billions of associations between Pins, searches, boards, products and users on our platform.
We also compete with other platforms to attract, retain and grow our base of creators and publishers. 9 Part I We also compete for advertisers and advertising revenue across a variety of formats and goals, which depends on our ability to deliver compelling returns on investment.
We also compete for advertisers and advertising revenue across a variety of formats and goals, which depends on our ability to deliver compelling returns on investment. Finally, we compete to attract and retain highly talented individuals, particularly people with expertise in computer vision, AI and machine learning.
Ad Auction The vast majority of our advertisers buy ads through an auction-based system. Our ad auction allows us to serve ads to users at relevant moments while optimizing business outcomes for advertisers. We offer ads across both the upper and lower funnel.
Our ad auction allows us to serve ads to users at relevant moments while optimizing business outcomes for advertisers. We offer ads across both the upper and lower funnel. Upper funnel “brand” revenue is billed when an advertiser optimizes an ad campaign around “brand” objectives like impressions ("CPM") or video views ("CPV").
Removed
These related Pins help users 7 Part I springboard off a point of inspiration to explore deeper into an interest or narrow in on the perfect product.
Removed
Upper funnel “brand” revenue is billed when an advertiser optimizes an ad campaign around “brand” objectives like impressions ("CPM") or video views ("CPV").
Removed
Finally, we compete for talent to attract and retain highly talented individuals, particularly people with expertise in computer vision, artificial intelligence and machine learning. Intellectual property Our success is tied in part to our ability to protect our intellectual property and key technological innovations.
Removed
We regularly review and update our compensation and benefits programs as needed to remain competitive with market compensation. For example, in 2022, we enhanced our family leave benefits for birthing and adoptive parents.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

146 edited+32 added−12 removed267 unchanged
Biggest changeThere are many other factors that could negatively affect user growth, retention and engagement, including if: • our competitors mimic our products or product features or create more engaging platforms or products, causing users to utilize their products instead of, or more frequently than, our products; • we do not provide a compelling user experience because of the decisions we make regarding our products or the type and frequency of advertisements that we display; • our content is not relevant to users’ personal taste and interests; • search queries by users do not yield relevant results; • third parties do not permit or continue to permit their content to be displayed on our platform; • users have difficulty or are blocked from installing, updating or otherwise accessing our platform on mobile devices or web browsers; • there are changes in the amount of time users spend across all applications and platforms, including ours; • users use or spend more time on other platforms that they feel are more relevant or engaging in lieu of our platform; • we are unable to attract creators or publishers to create engaging and relevant content on our platform; • 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 GDPR, the DSA, the CCPA, and other U.S. federal and state privacy, and youth and social media laws, among others; • technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our service in a fast and reliable manner; • we are unable to successfully educate users how to utilize new products and product features that we introduce, such as live stream content, video and shopping features; • users are located in countries with low smartphone penetration or with lack of cellular based data network since our products typically require high bandwidth data capabilities; • changes in regulations or our contractual arrangements that adversely impact our access to, and use of, zero-rating offers or other discounts or data usage for our platform; • we are unable to address user and advertiser concerns regarding the content, privacy and security of our platform; • we are unable to combat spam, harassment, cyberbullying, discriminatory, political or other harmful, hostile, inappropriate, misleading, abusive, offensive, or illegal content or usage on our products or services; • users adopt new technologies that block our products or services or where our products or services may be displaced in favor of other products or services, or may not be featured or otherwise available; • third-party initiatives that may enable greater use of our platform, including low-cost or discounted data plans, are discontinued; • merchants on Pinterest do not provide users with positive shopping experiences, for example, if products are not of the quality depicted on the platform or not readily available for purchase; • there are macro level conditions that are beyond our control; or • the other risks and uncertainties described in this Annual Report on Form 10-K occur.
Biggest changeThere are many other factors that could negatively affect user growth, retention and engagement, including if: • our competitors mimic our products or product features or create more engaging platforms or products, including from the implementation of AI, causing users to utilize their products instead of, or more frequently than, our products; • we do not provide a compelling user experience because of the decisions we make regarding our products or the type and frequency of advertisements that we display; • our platform's brand is less, or no longer, relevant to users; • our content is not relevant to users’ personal taste and interests; • there is not a sufficient number of consumer products discoverable or actionable through our platform; • text, voice or visual search queries by users do not yield relevant results; • third parties do not permit or continue to permit their content to be displayed on our platform; • users have difficulty or are blocked from installing, updating or otherwise accessing our platform on mobile devices or web browsers; • there are changes in the amount of time users spend across all applications and platforms, including ours; • users use or spend more time on other platforms that they feel are more relevant or engaging in lieu of our platform; • we are unable to attract creators or publishers to create engaging and relevant content on our platform; • 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 GDPR, the Digital Services Act ("DSA"), the CCPA, and other international and U.S. federal and state privacy, youth and social media laws, among others; • technical or other problems frustrate the user experience, particularly if those problems prevent us from delivering our service in a fast and reliable manner; • we are unable to successfully educate users how to utilize new products and product features that we introduce, such as voice, video and shopping features; • users are located in countries with low smartphone penetration or with lack of cellular based data network since our products typically require high bandwidth data capabilities; • changes in regulations or our contractual arrangements that adversely impact our access to, and use of, zero-rating offers or other discounts or data usage for our platform; • we are unable to address user and advertiser concerns regarding the content, privacy and security of our platform; • we are unable to combat spam, harassment, cyberbullying, discriminatory, political or other harmful, hostile, inappropriate, misleading, abusive, offensive, or illegal content or usage on our products or services; • users adopt new technologies that block our products or services or where our products or services may be displaced in favor of other products or services, or may not be featured or otherwise available; • third-party initiatives that may enable greater use of our platform, including low-cost or discounted data plans, are discontinued; 16 Part I • merchants on Pinterest do not provide users with positive shopping experiences, for example, if products are not of the quality depicted on the platform or not readily available for purchase; • there are macro level conditions that are beyond our control; or • the other risks and uncertainties described in this Annual Report on Form 10-K occur.
A substantial portion of our revenue is derived from a small number of advertisers and is currently concentrated in certain verticals, particularly CPG and retail. 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.
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.
The GDPR, U.S. state privacy laws, youth social media laws, and other such laws and regulations impose new and burdensome obligations, and include substantial uncertainty as to their interpretation, and we are subject to challenges in addressing their requirements, which could result in fines or penalties, lead us to change our data privacy policies and practices, how our product currently operates, and limit our ability to deliver personalized advertising by, for example, requiring users to opt-in to personalized advertising.
The GDPR, U.S. state privacy laws, youth social media and privacy laws, and other such laws and regulations impose new and burdensome obligations, and include substantial uncertainty as to their interpretation, and we are subject to challenges in addressing their requirements, which could result in fines or penalties, lead us to change our data privacy policies and practices, how our product currently operates, and limit our ability to deliver personalized advertising by, for example, requiring users to opt-in to personalized advertising.
Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could harm our business. Our systems may not be adequately designed to avoid performance delays or outages.
Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could harm our business.
We depend in part on internet search engines, such as Bing, Google and Yahoo!, to direct a significant amount of traffic to our platform.
We depend in part on internet search engines, such as Google, Bing and Yahoo!, to direct a significant amount of traffic to our platform.
There are a number of new laws and legislative proposals in the United States and globally aimed at limiting the scope of protections available to online services and/or that further impose new obligations affecting our business, such as liability for copyright infringement, illegal or harmful content, distributing targeted and other advertisements to teens, and other forms of unlawful content and/or online harm.
There are a number of new laws and legislative proposals in the United States and globally aimed at limiting the scope of protections available to online services and/or that further impose new obligations affecting our business, such as liability for copyright infringement, illegal or harmful content, distributing targeted content and/or advertisements to teens, and other forms of unlawful content and/or online harm.
In addition, any resulting issued patents may have claims narrower than those in our patent applications. There can be no assurance that each of our trademark registration applications will result in the issuance of a trademark or that each resulting trademark registration will be able to be maintained.
In addition, any resulting issued patents may have claims narrower than those in our patent applications. There can be no assurance that each of our trademark registration applications will result in the issuance of a trademark registration or that each resulting trademark registration will be able to be maintained.
We are subject to many U.S. federal and state and international laws and regulations that involve matters central to our business, including laws and regulations that involve data use, data security, data protection, intellectual property (including copyright and patent laws), harmful or illegal content, rights of publicity, advertising, marketing, health and safety, competition, protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance.
We are subject to many U.S. federal and state and international laws and regulations that involve matters central to our business, including laws and regulations that involve data use, data security, data protection, intellectual property (including copyright and patent laws), harmful or illegal content, teen safety, rights of publicity, advertising, marketing, health and safety, competition, protection of minors, consumer protection, taxation, anti-bribery, anti-money laundering and corruption, economic or other trade prohibitions or sanctions or securities law compliance.
With respect to any intellectual property claims, we may have to seek a license to continue using technologies or engaging in practices found to be in violation of a third-party’s rights, which may not be available on reasonable terms and may significantly increase our operating expenses or may not be available to us at all and may require us to discontinue use of such technologies or practices or to develop alternative non-infringing technologies or practices.
With respect to any intellectual property claims, we may have to seek a license to continue using technologies or engaging in practices alleged or found to be in violation of a third-party’s rights, which may not be available on reasonable terms and may significantly increase our operating expenses or may not be available to us at all and may require us to discontinue use of such technologies or practices or to develop alternative non-infringing technologies or practices.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • our dual class common stock structure, which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; • certain amendments to our amended and restated certificate of incorporation will require the approval of 66⅔% of the then-outstanding voting power of our capital stock; • approval of 66⅔% of the then-outstanding voting power of our capital stock, voting as a single class, is required for stockholders to amend or adopt any provision of our bylaws; • our stockholders can take action only at a meeting of stockholders and not by written consent; • vacancies on our board of directors can be filled only by our board of directors and not by stockholders; • no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; • only our chairman of the board of directors, our chief executive officer, our president or another officer selected by a majority of the board of directors are authorized to call a special meeting of stockholders; • certain litigation against us can only be brought in Delaware; • nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our Class A common stock; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • our dual class common stock structure, which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; • certain amendments to our amended and restated certificate of incorporation will require the approval of 66⅔% of the then-outstanding voting power of our capital stock; • approval of 66⅔% of the then-outstanding voting power of our capital stock, voting as a single class, is required for stockholders to amend or adopt any provision of our bylaws; • our stockholders can take action only at a meeting of stockholders and not by written consent; 41 Part I • vacancies on our board of directors can be filled only by our board of directors and not by stockholders; • no provision in our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; • only our chairman of the board of directors, our chief executive officer, our president or another officer selected by a majority of the board of directors are authorized to call a special meeting of stockholders; • certain litigation against us can only be brought in Delaware; • nothing in our amended and restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our Class A common stock; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, without the approval of the holders of our capital stock; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
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 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.
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.
In addition, controversies regarding content on other social media platforms, such as the allegations of the impact of social media 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.
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.
Our operating results depend on numerous factors, many of which are outside of our control, including: • our ability to generate revenue from our platform; • our ability to improve or maintain gross margins; • our ability to maintain operating margins, cash used in operating activities and free cash flow; • the number and relevancy of advertisements shown to users; • the relevancy of content shown to users; • the manner in which users engage with different products, where certain products may cause us to generate less revenue; • downward pressure on the pricing of our advertisements; • the timing, cost and mix of new and existing marketing and promotional efforts as we grow and expand our operations to remain competitive; • fluctuations (seasonal or otherwise) in spending by our advertisers and platform usage and engagement by users, each of which may change as our product offerings and business evolves; • seasonal fluctuations in engagement on our platform, including our historical experience of lower engagement in our second quarter; • fluctuations in spending by our advertisers and platform usage and engagement by users due to macroeconomic conditions, such as the stress in the banking industry, inflation or new or increased tariffs; • seasonal fluctuations in internet usage generally; • the success of technologies designed to block the display of ads; • development and introduction of new product offerings by us or our competitors; • the enforcement of our advertising policies, including the removal of ads and advertisers from our platform; • existing, new and evolving regulations, both in the U.S. and internationally; • the ability of our third-party providers to scale effectively and provide the necessary technical infrastructure for our service on a timely basis; 32 Part I • system failures, disruptions, breaches of security or data privacy or internet downtime, whether on our service or on those of third parties; • the inaccessibility of our service due to third-party actions; • changes in measurement of our metrics; • costs associated with the technical infrastructure used to operate our business, including hosting services; • fluctuations in the amount of share-based compensation expense; • fluctuations, caused by stock price volatility, in the amount we spend to fund tax withholding and remittance obligations related to the vesting and settlement of restricted stock units ("RSUs") as we continue to net settle such RSUs; and • our ability to anticipate and adapt to the changing internet business or macroeconomic conditions; and the other risks and uncertainties described in this Annual Report on Form 10-K.
Our operating results depend on numerous factors, many of which are outside of our control, including: • our ability to generate revenue from our platform; • our ability to improve or maintain gross margins; • our ability to maintain operating margins, cash used in operating activities and free cash flow; • the number and relevancy of advertisements shown to users; • the relevancy of content shown to users; • the manner in which users engage with different products, where certain products may cause us to generate less revenue; • downward pressure on the pricing of our advertisements; • the timing, cost and mix of new and existing marketing and promotional efforts as we grow and expand our operations to remain competitive; • fluctuations (seasonal or otherwise) in spending by our advertisers and platform usage and engagement by users, each of which may change as our product offerings and business evolves; • seasonal fluctuations in engagement on our platform, including our historical experience of lower engagement in our second quarter; 35 Part I • fluctuations in spending by our advertisers and platform usage and engagement by users due to macroeconomic conditions, such as the stress in the banking industry, inflation or new or increased tariffs and related retaliatory actions or other trade protection measures; • seasonal fluctuations in internet usage generally; • the success of technologies designed to block the display of ads; • development and introduction of new product offerings by us or our competitors; • the enforcement of our advertising policies, including the removal of ads and advertisers from our platform; • existing, new and evolving regulations, both in the U.S. and internationally; • the ability of our third-party providers to scale effectively and provide the necessary technical infrastructure for our service on a timely basis; • system failures, disruptions, breaches of security or data privacy or internet downtime, whether on our service or on those of third parties; • the inaccessibility of our service due to third-party actions; • changes in measurement of our metrics; • costs associated with the technical infrastructure used to operate our business, including hosting services; • fluctuations in the amount of share-based compensation expense; • fluctuations, caused by stock price volatility, in the amount we spend to fund tax withholding and remittance obligations related to the vesting and settlement of restricted stock units ("RSUs") as we continue to net settle such RSUs; and • our ability to anticipate and adapt to the changing internet business or macroeconomic conditions; and the other risks and uncertainties described in this Annual Report on Form 10-K.
Additionally, if third parties that we work with, such as advertisers, service providers or developers, violate applicable laws or our policies, these violations may also put users’ information at risk.
Additionally, if third parties that we work with, such as advertisers, service providers, partners or developers, violate applicable laws or our policies, these violations may also put users’ information at risk.
These legislative and/or regulatory requirements may increase our costs of operations, our liability for content posted by users on our platform, our litigation costs, and/or may expose us to regulatory sanctions such as fines or penalties.
These legislative and/or regulatory requirements may increase our costs of operations, our potential liability for content posted by users on our platform, our litigation costs, and/or may expose us to regulatory sanctions such as fines or penalties.
If a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations. 38 Part I Item 1B. Unresolved staff comments None. Item 1C. Cybersecurity
If a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations. 42 Part I Item 1B. Unresolved staff comments None. Item 1C. Cybersecurity
Several of these competitors have longer operating histories, significantly greater financial, technical, research, marketing and other resources and larger user bases than we do.
Several of these competitors have longer operating histories, significantly greater financial, infrastructure, technical, research, marketing and other resources and larger user bases than we do.
For example, some federal privacy laws are currently being challenged, and litigation in this space could impact the privacy rights of our community, which in turn may negatively impact users' experience, trust, and satisfaction and decrease their engagement with our products. Many of these obligations are becoming increasingly stringent and subject to rapid change and uncertain interpretation.
For example, some state privacy laws are currently being challenged, and litigation in this space could impact the privacy rights of our community, which in turn may negatively impact users' experience, trust, and satisfaction and decrease their engagement with our products. Many of these obligations are becoming increasingly stringent and subject to rapid change and uncertain interpretation.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • price and volume fluctuations in the overall stock market from time to time; • volatility in the trading prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales, or anticipated sales, of shares of our Class A common stock by us or our stockholders, including when stockholders sell shares of our Class A common stock into the market to cover taxes due upon the settlement of RSUs or the exercise of stock options, or conversions, or anticipated conversions, of a substantial number of shares of our Class B common stock by our stockholders; • actions and investment positions taken by institutional and other stockholders, including activist investors; • failure by industry or securities analysts to maintain coverage of us, downgrade of our Class A common stock by analysts or provision of a more favorable recommendation of our competitors; • failure by analysts to regularly publish research reports or the publication of an unfavorable or inaccurate report about our business; • changes by external analysts to their financial and operating estimates for our company or our performance relative to third parties' estimates or the expectations; • forward-looking financial or operating information or financial projections we may provide to the public, any changes in that information or projections or our failure to meet projections; • any indebtedness we may incur in the future; • whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and the significant voting control of holders of our Class B common stock; • announcements by us or our competitors of new products, features, services, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or level of engagement, or those of our competitors; • the public’s perception of the quality and accuracy of our key metrics on our user base and engagement; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • actual or anticipated fluctuations in our user growth, retention, engagement, revenue or other operating results; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry, or both, or investigations by regulators and other third parties into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • developments or disputes concerning our culture or other inclusion practices and initiatives or the inability to address any workplace culture related issues; • announced or completed acquisitions of businesses, products, services or technologies by us or our competitors; • existing, new and evolving regulations, both in the U.S. and internationally; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant changes in our management; 36 Part I • stakeholder dissatisfaction if we are unable to meet stakeholders' expectations and requirements or our publicly announced goals around environmentally friendly, ethical, socially conscious, and sustainable business practices or disclosures; • adoption and trading under a stock repurchase program; • macroeconomic events that are beyond our control, including tariffs; and • general economic conditions and slow or negative growth of our markets.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • price and volume fluctuations in the overall stock market from time to time; • volatility in the trading prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales, or anticipated sales, of shares of our Class A common stock by us or our stockholders, including when stockholders sell shares of our Class A common stock into the market to cover taxes due upon the settlement of RSUs or the exercise of stock options, or conversions, or anticipated conversions, of a substantial number of shares of our Class B common stock by our stockholders; • actions and investment positions taken by institutional and other stockholders, including activist investors; • failure by industry or securities analysts to maintain coverage of us, downgrade of our Class A common stock by analysts or provision of a more favorable recommendation of our competitors; • failure by analysts to regularly publish research reports or the publication of an unfavorable or inaccurate report about our business; • changes by external analysts to their financial and operating estimates for our company or our performance relative to third parties' estimates or the expectations; • forward-looking financial or operating information or financial projections we may provide to the public, any changes in that information or projections or our failure to meet projections; • any indebtedness we may incur in the future; 39 Part I • whether investors or securities analysts view our stock structure unfavorably, particularly our dual class structure and the significant voting control of holders of our Class B common stock; • announcements by us or our competitors of new products, features, services, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • announcements by advertisers on our platform regarding their advertising strategy and results of operations, and the public's reaction to those announcements; • announcements by us or estimates by third parties of actual or anticipated changes in the size of our user base or level of engagement, or those of our competitors; • the public’s perception of the quality and accuracy of our key metrics on our user base and engagement; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • actual or anticipated fluctuations in our user growth, retention, engagement, revenue or other operating results; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry, or both, or investigations by regulators and other third parties into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • developments or disputes concerning our culture or other inclusion practices and initiatives or the inability to address any workplace culture related issues; • announced or completed acquisitions of businesses, products, services or technologies by us or our competitors; • existing, new and evolving regulations, both in the U.S. and internationally; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant changes in our management; • stakeholder dissatisfaction if we are unable to meet stakeholders' expectations and requirements or our publicly announced goals around environmentally friendly, ethical, socially conscious, and sustainable business practices or disclosures; • adoption and trading under a stock repurchase program; • macroeconomic events that are beyond our control, including tariffs and related retaliatory actions and other trade protection measures; and • general economic conditions and slow or negative growth of our markets.
Although our board of directors has authorized a stock repurchase program, the program does not require us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. We cannot guarantee that the program will be fully consummated or that it will enhance long-term stockholder value.
Although our board of directors has authorized a stock repurchase program, the program does not require us to repurchase any specific dollar amount or to acquire any specific number of shares of our Class A common stock. We cannot guarantee that the program will be fully consummated, renewed or exhausted or that it will enhance long-term stockholder value.
We have filed various applications for certain aspects of our intellectual property in the United States and other countries, and we currently hold issued patents in multiple jurisdictions. However, there can be no assurance that each of our patent applications will result in the issuance of a patent.
We have filed various applications for certain aspects of our intellectual property in the United States and other countries, and we currently hold issued patents and trademark registrations in multiple jurisdictions. However, there can be no assurance that each of our patent applications will result in the issuance of a patent.
Privacy advocates and industry groups have proposed, and may propose in the future, standards with which we are legally or contractually obligated to comply. Moreover, we are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful.
Privacy advocates and industry groups have proposed, and may propose in the future, standards with which we are legally obligated to comply. Moreover, we are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful.
Our advertising revenue could be harmed by many other factors, including: • decreases in the number of our MAUs or our MAU growth rate; • decreases in our users’ engagement with us and the ads on our platform; • changes in the price of advertisements; 13 Part I • our inability to create new products that sustain or increase the value of our advertisements; • our inability to meet advertiser demand on our platform if we cannot increase the size and engagement of our user base; • if our partnerships for third-party advertisement demand do not yield expected business impact; • our inability to find the right balance between brand and performance advertising and provide the right products and platform to support the pricing and demand needed for each of the advertisers and their advertising objectives; • changes in user demographics that make us less attractive to advertisers; • our inability to make our ads more relevant and effective; • any decision to serve contextually relevant or less personalized advertisements; • the availability, accuracy and utility of our analytics and measurement solutions that demonstrate the value of our advertisements, or our ability to further improve such tools; • changes to our data privacy practices (including those relating to protecting the security and integrity of our platform, our use of artificial intelligence, as well 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; • our inability to collect, process and share data which new or existing advertisers find useful; • competitive developments or advertiser perception of the value of our products; • product changes or advertising inventory management decisions we make that change the type, size or frequency of advertisements on our platform; • reductions of advertising due to users that upload content or take other actions that are deemed to be hostile, inappropriate, illicit, objectionable, illegal or otherwise not consistent with our advertisers’ brands; • the impact of invalid clicks or click fraud on our advertisements; • the failure of our advertising auction mechanism to target and price ads effectively; • decreases in user response rate to application notifications received from Pinterest, whether due to decreased user appreciation for notifications generally or changes in the manner notifications are delivered by mobile operating systems, which may decrease user engagement; • difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our guidelines or experience challenges uploading and conforming their advertisements with our system requirements; • the macroeconomic conditions and the status of the advertising industry, such as fear of recession, inflation, the impact of tariffs, supply chain issues and inventory and labor shortages, which could 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; • restrictions placed on, or the relevance of, ads outside of the United States; • adverse publicity, whether or not accurate, relating to us or to social media platforms in general (including those relating to data security and protection), may tarnish our reputation and erode advertisers’ confidence in our platform; • laws that allow users to opt out of the use of personal data or restrict the use of personal data of teens, which may limit or prohibit us and our customers from targeting advertising to users, including teens; and • the other risks and uncertainties described in this Annual Report on Form 10-K.
Our advertising revenue could be harmed by many other factors, including, but not limited to: • decreases in the number of our MAUs or our MAU growth rate; • decreases in our users’ engagement with us and the ads on our platform; • changes in the price of advertisements; 14 Part I • our inability to create new products that sustain or increase the value of our advertisements; • our inability to meet advertiser demand on our platform if we cannot increase the size and engagement of our user base; • if our partnerships for third-party advertisement demand do not yield expected business impact; • our inability to find the right balance between brand and performance advertising and provide the right products and platform to support the pricing and demand needed for each of the advertisers and their advertising objectives; • changes in user demographics that make us less attractive to advertisers; • our inability to make our ads more relevant and effective; • any decision to serve contextually relevant or less personalized advertisements; • the availability, accuracy and utility of our analytics and measurement solutions that demonstrate the value of our advertisements, or our ability to further improve such tools; • changes to our data privacy practices (including those relating to protecting the security and integrity of our platform, our use of AI, as well 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; • our inability to collect, process and share data which new or existing advertisers find useful; • competitive developments or advertiser perception of the value of our products; • product changes or advertising inventory management decisions we make that change the type, size or frequency of advertisements on our platform; • reductions of advertising due to users that upload content or take other actions that are deemed to be hostile, inappropriate, illicit, objectionable, illegal or otherwise not consistent with our advertisers’ brands; • the impact of invalid clicks or click fraud on our advertisements; • the failure of our advertising auction mechanism to target and price ads effectively; • decreases in user response rate to application notifications received from Pinterest, whether due to decreased user appreciation for notifications generally or changes in the manner notifications are delivered by mobile operating systems, which may decrease user engagement; • difficulty and frustration from advertisers who may need to reformat or change their advertisements to comply with our guidelines or experience challenges uploading and conforming their advertisements with our system requirements; • 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 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; • restrictions placed on, or the relevance of, ads outside of the United States; • adverse publicity, whether or not accurate, relating to us or to online platforms in general (including those relating to data security and protection and AI), may tarnish our reputation and erode advertisers’ confidence in our platform; • laws that allow users to opt out of the use of personal data or restrict the use of personal data of teens, which may limit or prohibit us and our customers from targeting advertising to users, including teens; and • the other risks and uncertainties described in this Annual Report on Form 10-K.
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 children, 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 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.
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.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination 37 Part I with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders.
It contains a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay 33 Part I dividends, make redemptions and repurchases of stock, make investments, loans and acquisitions, incur liens, engage in transactions with affiliates, merge or consolidate with other companies, sell material businesses or assets, or license or transfer certain of our intellectual property.
It contains a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, incur additional indebtedness, pay dividends, make redemptions and repurchases of stock, make investments, loans and acquisitions, incur liens, engage in transactions with affiliates, merge or consolidate with other companies, sell material businesses or assets, or license or transfer certain of our intellectual property.
They may not need to rely on third-party data, including data provided by advertisers, in order to effectively target the campaigns of advertisers, 17 Part I which could make their advertising products more attractive to advertisers than ours as third-party data becomes less available to us, whether because of regulatory changes, privacy concerns or other reasons.
They may not need to rely on third-party data, including data provided by advertisers, in order to effectively target the campaigns of advertisers, which could make their advertising products more attractive to advertisers than ours as third-party data becomes less available to us, whether because of regulatory changes, privacy concerns or other reasons.
Each of these could result in unintended outcomes or results that are not well received by advertisers. In addition, if new or enhanced ad products fail to attract or retain advertisers, we may fail to generate sufficient revenue. Further, continuing to develop and improve these products and tools may require significant time and resources and additional investment.
Each of these could result in unintended outcomes or results that are not well received by advertisers. In addition, if new or enhanced ad products fail to attract or retain advertisers, we may fail to generate sufficient revenue. Further, continuing to develop and 19 Part I improve these products and tools may require significant time and resources and additional investment.
Further, regardless of their effectiveness, ad blockers may generate concern regarding the health of the digital advertising industry, which could reduce the value of digital advertising. 28 Part I Risks Related to Legal and Regulatory Matters We may be liable as a result of content or information that is published or made available on our platform.
Further, regardless of their effectiveness, ad blockers may generate concern regarding the health of the digital advertising industry, which could reduce the value of digital advertising. Risks Related to Legal and Regulatory Matters We may be liable as a result of content or information that is published or made available on our platform.
In addition, changes in policies or their enforcement may not apply in the same manner to our competitors, or our competitors’ SEO strategies to retain and attract users may be more successful than ours. In addition, certain third parties offer browser extensions that give users the option to remove Pinterest from their search engine recommendations.
In addition, changes in policies or their enforcement may not apply in the same manner to our competitors, or our competitors’ SEO strategies to retain and attract users may be more successful than ours. In addition, certain third parties offer browser extensions that give users the option to remove 29 Part I Pinterest from their search engine recommendations.
Such conditions have resulted in or may result in, among other things, an adverse impact on the ability and willingness of companies to spend on advertising, volatility in our stock price, and an 34 Part I adverse impact on the financial condition of the institutions with whom we hold deposits or the credit quality of the issuers of our cash equivalents and marketable securities.
Such conditions have resulted in or may result in, among other things, an adverse impact on the ability and willingness of companies to spend on advertising, volatility in our stock price, and an adverse impact on the financial condition of the institutions with whom we hold deposits or the credit quality of the issuers of our cash equivalents and marketable securities.
Advancements in technology such as AI and machine learning are changing the way people work by automating tasks, enhancing communication, and improving decision-making processes, and our business may be harmed or we may face 19 Part I competitive disadvantage if we are slow to adopt these new technologies.
Advancements in technology such as AI and machine learning are changing the way people work by automating tasks, enhancing communication, and improving decision-making processes, and our business may be harmed or we may face competitive disadvantage if we are slow to adopt these new technologies.
Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income, which would negatively affect our financial results. Our ability to use or benefit from our net operating loss carryforwards and certain other tax attributes may be limited.
Such changes could result in an increase in the effective tax rate applicable to all or a portion of our income, which would negatively affect our financial results. 37 Part I Our ability to use or benefit from our net operating loss carryforwards and certain other tax attributes may be limited.
We may launch our advertising platform in countries where we do not have sales staffing 18 Part I in place, where market perception of our service and ad platform may be low or where our audience size in a given market may be low relative to advertiser expectations, all or any of which could limit our ability to monetize those countries.
We may launch our advertising platform in countries where we do not have sales staffing in place, where market perception of our service and ad platform may be low or where our audience size in a given market may be low relative to advertiser expectations, all or any of which could limit our ability to monetize those countries.
Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the development of appropriate protections and safeguards for handling the use of data with AI technologies, which may be costly and could impact our expenses as we expand the use of AI into our product or service offerings.
Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the development of appropriate protections and safeguards for handling the use of data with AI technologies, which may be 23 Part I costly and could impact our expenses as we expand the use of AI into our product or service offerings.
If AWS increases pricing terms, terminates or seeks to terminate our 27 Part I contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets its terms of service or policies in a manner that is unfavorable, those actions could harm our business, revenue and financial results.
If AWS increases pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets its terms of service or policies in a manner that is unfavorable, those actions could harm our business, revenue and financial results.
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 cause of action for data breaches.
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.
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.
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.
In addition, new content and new or different forms of content we distribute may not have as much relevancy signal for optimal distribution of the Pins as prior content and forms of content that have been saved repeatedly on our platform, which may result in lower user engagement with such content.
In addition, new content and new or different forms of content we distribute may not have as much relevance for optimal distribution of the Pins as prior content and forms of content that have been saved repeatedly on our platform, which may result in lower user engagement with such content.
As the advertising market generates and develops new concepts and technologies, we may incur additional costs to implement more effective products and tools. We may introduce changes to our existing ad products or develop and introduce new and unproven ad products with which we have little or no prior experience.
As the advertising market generates and develops new concepts and technologies, we have incurred, and may in the future incur, additional costs to implement more effective products and tools. We may introduce changes to our existing ad products or develop and introduce new and unproven ad products with which we have little or no prior experience.
Additionally, we have historically relied upon multiple legally valid transfer mechanisms to transfer certain personal data outside of the European Economic Area, 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.
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.
We also may fail to respond expeditiously to the sharing of illegal, illicit or objectionable content on our platform or objectionable practices by advertisers, or to otherwise address user or advertiser concerns, 20 Part I which could erode confidence in our brand and damage our reputation.
We also may fail to respond expeditiously to the sharing of illegal, illicit or objectionable content on our platform or objectionable practices by advertisers, or to otherwise address user or advertiser concerns, which could erode confidence in our brand and damage our reputation.
Adverse publicity, regardless of its accuracy, relating to events or activities attributed to us, our employees, third-party vendors, users, creators, publishers or our advertisers, or to social media platforms in general, may tarnish our reputation and reduce the value of our brand.
Adverse publicity, regardless of its accuracy, relating to events or activities attributed to us, our employees, third-party vendors, users, creators, publishers or our advertisers, or to online platforms in general, may tarnish our reputation and reduce the value of our brand.
As such, it is not possible to predict all of the risks related to 21 Part I the use of AI, and developments in regulatory frameworks governing the use of AI and in related stakeholder expectations may adversely affect our ability to develop and use AI or subject us to liability.
As such, it is not possible to predict all of the risks related to the use of AI, and developments in regulatory frameworks governing the use of AI and in related stakeholder expectations may adversely affect our ability to develop and use AI or subject us to liability.
As our user, content and advertiser base, sophistication of our machine learning models and the volume and types of information shared on our service continue to grow, we will need an increasing amount of technology infrastructure, including network capacity and computing power, to continue to satisfy the needs of users, content creators and advertisers, which could increase our costs.
As our user, content and advertiser base, number of actionable consumer products, sophistication of our machine learning models and the volume and types of information shared on our service continue to grow, we will need an increasing amount of technology infrastructure, including network capacity and computing power, to continue to satisfy the needs of users, content creators and advertisers, which could increase our costs.
These new laws may result in restrictions on the use of certain of our products or services by teens, the inability to offer certain products and services to teens, decrease DAUs or user engagement in those jurisdictions, require changes to our products and services to achieve compliance, decrease our advertising and subscription revenue, and increase legal risk and compliance costs for us and our third-party partners.
These new laws may result in restrictions on the use of certain of our products or services by teens, the inability to offer certain products and services to teens, decrease users or user engagement in those jurisdictions, require changes to our products and services to achieve compliance, decrease our advertising and subscription revenue, and increase legal risk, compliance costs and potential fines for us and our third-party partners.
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 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.
Moreover, various laws to restrict or govern the use of commercial websites, applications, online services, or other 26 Part I 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.
Further, advertisements may be placed near content that may not be relevant or inspiring which can deter advertisers from using our platform. From time to time, we make changes to our platform based on feedback provided by users or advertisers.
Further, advertisements may be placed near content that may not be relevant or inspiring which can deter advertisers from using our platform. 17 Part I From time to time, we make changes to our platform based on feedback provided by users or advertisers.
In addition, our brand, identity and reputation may be adversely affected by perceptions of social media platforms in general, including perceptions resulting from factors unrelated to the company’s actions or the content or actions of users, such as the boycott of Facebook and X by some advertisers or allegations of the impact of social media on the mental health of users.
In addition, our brand, identity and reputation may be adversely affected by perceptions of online platforms in general, including perceptions resulting from factors unrelated to the company’s actions or the content or actions of users, such as past boycotts of Facebook and X by some advertisers or allegations of the impact of social media on the mental health of users.
If advertisers do not perceive our metrics to be 23 Part I accurate representations of our user base and user engagement, or if we discover inaccuracies in our metrics, they may be less willing to allocate their budgets or resources to our platform.
If advertisers do not perceive our metrics to be accurate representations of our user base and user engagement, or if we discover inaccuracies in our metrics, they may be less willing to allocate their budgets or resources to our platform.
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.
Several countries have already begun to enact legislation to implement the OECD’s 15% global minimum tax regime. Our effective 34 Part I tax rate and cash tax payments could increase in future years as further jurisdictions enact legislation.
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.
Silbermann is currently non-executive Chair of the Board and 28 Part I may resign at any time. In addition, much of our key technology and systems are custom-made for our business by our personnel.
Additionally, some controversial content may not be banned on our platform and, even if it is not featured in advertisements or recommendations to users, may still appear in search results or be saved on boards.
Additionally, some controversial content 31 Part I may not be banned on our platform and, even if it is not featured in advertisements or recommendations to users, may still appear in search results or be saved on boards.
We expect that our ability to enforce our policies against this content in a consistently applied manner and on a timely basis or at all may decrease as the number of users grows, as the amount of content on the platform increases or as we expand our product and service offerings, such as video and live streaming content.
We expect that our ability to enforce our policies against this content in a consistently applied manner and on a timely basis or at all may decrease as the number of users grows, as the amount of content on the platform increases or as we expand our product and service offerings.
We may not be able to develop effective products and tools for advertisers. Growth in our advertising revenue depends on our ability to continue to develop and offer effective products and tools for advertisers. New ad formats that take up more space on our platform may result in fewer impressions, which could adversely affect our revenue.
We may not be able to develop effective products and tools for advertisers. Growth in our advertising revenue depends on our ability to continue to develop and offer effective products and tools for advertisers. New ad formats that take up more space on our platform may result in fewer impressions.
Further, Apple implemented certain changes, including introducing an AppTrackingTransparency framework that limits the ability of mobile applications to request 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.
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.
While the EU Commission has approved a new EU-U.S Data Privacy Framework, which Pinterest has applied to join, 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.
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.
As a result, the dual class structure of our common stock may cause stockholder advisory firms to publish negative commentary about our corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals or otherwise seek to cause us to change our capital structure.
As a result, the dual class structure of our common stock may cause institutional investors to vote against our director nominees and may cause stockholder advisory firms to publish negative commentary about our corporate governance practices, recommend that stockholders vote against certain company annual stockholder meeting proposals or otherwise seek to cause us to change our capital structure.
Bribery Act and similar laws in other jurisdictions; • compliance with laws governing supply chains and related business operations; • compliance with environmental, social and governance (ESG) laws and with GDPR and similar data privacy and data protection laws; • compliance with laws that might restrict content or advertising (such as laws intended to protect teens), require us to provide user information, including confidential information, to local authorities or add significant requirements that make it difficult to operate in that jurisdiction; • macroeconomic conditions, such as inflation and labor shortage which had an impact on the pace of our global expansion; • compliance with multiple tax jurisdictions and management of tax impact of global operations; and • the other risks and uncertainties described in this Annual Report on Form 10-K.
Bribery Act and similar laws in other jurisdictions; • compliance with laws governing supply chains and related business operations; • compliance with environmental, social and governance (ESG) laws and with GDPR and similar data privacy and data protection laws; • compliance with laws such as those relating to online safety, intermediary liability or content moderation (such as laws restricting advertising to protect teens), or that might require us to provide user information, including confidential information, to local authorities or add significant requirements that make it difficult to operate in that jurisdiction; • macroeconomic conditions, such as inflation and labor shortage which had an impact on the pace of our global expansion; • compliance with multiple tax jurisdictions and management of tax impact of global operations; and • the other risks and uncertainties described in this Annual Report on Form 10-K.
These risks include: • political, social and economic instability, including armed conflict or hostilities, such as Russia's invasion of Ukraine and the war in the Middle East; • selective or inconsistent government regulatory action or enforcement; • fluctuations in currency exchange rates and restrictions on currency conversions; • higher levels of credit risk and payment fraud; • enhanced difficulties of integrating any foreign acquisitions; • reduced protection for intellectual property rights in some countries; • difficulties in staffing and managing global operations and the increased travel, infrastructure and legal and tax compliance costs associated with multiple international locations and subsidiaries; • different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language and cultural differences, making it harder to do business in certain international jurisdictions; • increasing labor costs due to high wage inflation in certain international jurisdictions; • compliance with statutory requirements relating to our equity; • regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us from freely moving cash; • import and export controls and restrictions and changes in trade regulations, including sanctions or increased or new tariffs; • compliance with the U.S.
These risks include: • political, social and economic instability, including armed conflict or hostilities, such as the ongoing situations in Ukraine and the Middle East; • selective or inconsistent government regulatory action or enforcement; • fluctuations in currency exchange rates and restrictions on currency conversions; • higher levels of credit risk and payment fraud; • enhanced difficulties of integrating any foreign acquisitions; • lower ARPU from users in developing economies; • reduced protection for intellectual property rights in some countries; • difficulties in staffing and managing global operations and the increased travel, infrastructure and legal and tax compliance costs associated with multiple international locations and subsidiaries; • different regulations and practices with respect to employee/employer relationships, existence of workers’ councils and labor unions, and other challenges caused by distance, language and cultural differences, making it harder to do business in certain international jurisdictions; 20 Part I • increasing labor costs due to high wage inflation in certain international jurisdictions; • compliance with statutory requirements relating to our equity; • regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us from freely moving cash; • import and export controls and restrictions and changes in trade regulations, including sanctions or increased or new tariffs and related retaliatory actions or other trade protection measures; • compliance with the U.S.
If the rules around these doctrines change, if international jurisdictions refuse to apply similar protections to the US, 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.
If the statutory regimes are amended or repealed, if the rules around these doctrines change, if international jurisdictions refuse to apply similar protections to the US, 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.
If these policies, materials, or statements are found to be deficient, lacking in 24 Part I transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences, including class-action litigation or mass arbitration demands.
If these policies, materials, impact assessments, or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators, or other adverse consequences, including class-action litigation or mass arbitration demands.
For example, Apple launched its Intelligent Tracking Prevention (“ITP”) feature in its Safari browser. ITP blocks some or all third-party cookies by default on mobile and desktop and ITP has become increasingly restrictive over time.
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.
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 collect or use information that allows us to attribute user actions on advertisers’ websites to the effectiveness of advertising campaigns run 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.
We compete with large, established companies and companies that offer widely used products, such as Amazon, Meta (including Instagram), Google (including YouTube), Snap, Reddit, TikTok and X, which provide their users with a variety of online products, services, content (including video), and other offerings, and advertising offerings, including web search engines, social networks and other means of discovering, using or acquiring goods and services.
We compete with large, established companies and companies that offer widely used products, such as Amazon, Meta (including Facebook, Instagram, Threads and MetaAI), Google (including Gemini, Lens and YouTube), OpenAI (including ChatGPT), Snap, Reddit, TikTok and X, which provide their users with a variety of online products, services, content (including video), and other offerings, and advertising offerings, including web search engines, social networks and other means of discovering, using or acquiring goods and services.
We may be unable to effectively scale and grow our technology infrastructure 25 Part I to accommodate these increased demands or to achieve our business objectives.
We may be unable to effectively scale and grow our technology infrastructure to accommodate these increased demands or to achieve our business objectives.
For example, because users self-report their date of birth, our age-demographic data may differ from users’ actual ages or be unavailable.
For example, because users self-report their date of birth, our age-demographic data may differ from users’ actual ages.
Because of the 20-to-1 voting ratio between our Class B and Class A common stock, the holders of our outstanding Class B hold approximately 73.5% of the voting power of our outstanding capital stock as of December 31, 2024.
Because of the 20-to-1 voting ratio between our Class B and Class A common stock, the holders of our outstanding Class B hold approximately 73.2% of the voting power of our outstanding capital stock as of December 31, 2025.
Any such exclusion from indices or any actions or 35 Part I publications by stockholder advisory firms critical of our corporate governance practices or capital structure could adversely affect the value and trading market of our Class A common stock.
Any such exclusion from indices or any actions or publications by institutional investors or stockholder advisory firms critical of our corporate governance practices or capital structure could adversely affect the value and trading market of our Class A common stock.
Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in user preferences. Barriers to entry in our industry are low, and our intellectual property rights may not be sufficient to prevent competitors from launching comparable products or services.
Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in user preferences. Barriers to entry in our industry are low and may be further lowered by commercial AI tools, and our intellectual property rights may not be sufficient to prevent competitors from launching comparable products or services.
We currently have shares of Class B common stock that may be issued upon exercise of outstanding stock options and shares of Class A common stock that may be issued upon settlement of outstanding stock options, RSUs, or restricted stock awards ("RSAs"). For more information, see “Notes to Financial Statements”.
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”.
The insights on user behavior we provide to advertisers may not yield effective results for the advertisers and may reduce or stop their spend on our platform.
The insights on user behavior we provide to advertisers may not yield effective results for the advertisers and as a result, they may reduce or stop their spend on our platform.
If we fail to identify and keep off our platform advertisers and merchants who offer poor quality goods or fail to deliver goods to their customers, we may lose user confidence.
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.
As of December 31, 2024, we had 5,852,600,274 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.
As of December 31, 2025, we had 5,847,078,925 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.
For example, certain index providers have restrictions on including companies with multiple-class share structures in certain of their indexes. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures.
For example, certain index providers have restrictions on including companies with multiple-class share structures in certain of their indices. In addition, several stockholder advisory firms and institutional investors have announced their opposition to the use of multiple class structures.
Adverse global economic and financial events, such as epidemics, pandemics and other public health emergencies, Russia’s invasion of Ukraine, the war in the Middle East, recession or fears of recession, inflation, fluctuation in foreign exchange rate, supply chain issues, and inventory and labor shortages, have caused, and could in the future, continue to cause disruptions and volatility in global financial markets.
Adverse global economic and financial events, such as epidemics, pandemics and other public health emergencies, political, social and economic instability, the ongoing situations in Ukraine and the Middle East, recession or fears of recession, inflation, fluctuation in foreign exchange rate, supply chain issues, and inventory and labor shortages, have caused, and could in the future, continue to cause disruptions and volatility in global financial markets.
Any changes to these operating systems, browsers or the online stores distributing our application that impact the accessibility, speed or functionality of our service or give preferential treatment to competitive products, could harm usage of our platform.
We have no control over these operating systems and browsers. Any changes to these operating systems, browsers or the online stores distributing our application that impact the accessibility, speed or functionality of our service or give preferential treatment to competitive products, could harm usage of our platform.
As a social media company, we are frequently targeted by cybersecurity attacks because we receive, process, use, store, and share digitally large amounts of data, including user data as well as confidential, sensitive, proprietary, and personal information in the ordinary course of our business.
As an online platform, we are frequently targeted by cybersecurity attacks because we receive, process, use, store, and share digitally large amounts of data, including user data as well as confidential, sensitive, proprietary, and personal information in the ordinary course of our business.
We have incurred operating losses in the past, anticipate increasing our costs and operating expenses, may incur operating losses in the future and may not maintain profitability. We have incurred significant net losses in the past and generated net income only recently.
Risks Relating to Our Financial Statements and Performance We have incurred operating losses in the past, anticipate increasing our costs and expenses, may incur operating losses in the future and may not maintain profitability. We have incurred significant net losses in the past and generated net income only recently.
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 the personal data of EEA users outside of the European Economic Area.
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.

… 110 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed11 unchanged
Biggest changeThe Board also receives periodic updates from management and the Audit and Risk Committee on cybersecurity risks. 39 Part I
Biggest changeThe Board also receives periodic updates from management and the Audit and Risk Committee on cybersecurity risks. 43 Part I

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeItem 2. Properties Facilities Our corporate headquarters is located in San Francisco, California, where we occupy approximately 120,000 square feet of leased office space, excluding leases we have ceased to use. As of December 31, 2024, we maintained offices in various locations in the United States and internationally totaling approximately 501,000 square feet.
Biggest changeItem 2. Properties Facilities Our corporate headquarters is located in San Francisco, California, where we occupy approximately 120,000 square feet of leased office space, excluding leases we have ceased to use. As of December 31, 2025, we maintained offices in various locations in the United States and internationally totaling approximately 604,000 square feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed4 unchanged
Biggest changeRegardless of the final outcome, however, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our reputation and brand and other factors. Item 4 - Mine safety disclosures Not applicable. 40 Part II
Biggest changeRegardless of the final outcome, however, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our reputation and brand and other factors. Item 4 - Mine safety disclosures Not applicable. 44 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−2 removed7 unchanged
Biggest changePurchases of equity securities by issuer 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 for the three months ended December 31, 2024: Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (3) Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs October 1 - October 31, 2024 29,615 $ 33.18 — 2,000,000,000 November 1 - November 30, 2024 936,780 $ 28.83 936,780 1,972,990,331 December 1 - December 31, 2024 2,293,882 $ 31.91 2,293,882 1,899,801,819 Total 3,260,277 3,230,662 (1) We withheld shares from employees to satisfy tax withholding obligations on release of restricted stock awards.
Biggest changePurchases of equity securities by issuer 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 for the three months ended December 31, 2025: Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs (3) Approximate dollar value of shares that may yet be purchased under publicly announced plans or programs October 1 - October 31, 2025 3,172,749 $ 31.85 3,140,751 1,372,788,677 November 1 - November 30, 2025 14,786,360 $ 27.05 14,786,360 972,788,686 December 1 - December 31, 2025 — $ — — 972,788,686 Total 17,959,109 17,927,111 (1) We withheld shares from employees to satisfy tax withholding obligations on release of restricted stock awards.
The graph assumes $100 was invested in our Class A common stock and in each index on the last trading day for the year ended December 31, 2019 and assumes the reinvestment of all dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance. Item 6. [Reserved] Not applicable. 42 Part II
The graph assumes $100 was invested in our Class A common stock and in each index on the last trading day for the year ended December 31, 2020 and assumes the reinvestment of all dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance. Item 6. [Reserved] Not applicable. 46 Part II
(3) On November 5, 2024, our board of directors authorized a new stock repurchase program of up to $2.0 billion of our Class A common stock, replacing our September 2023 stock repurchase program. Refer to Note 8 to our consolidated financial statements for further information on our stock repurchase program.
(3) On November 5, 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A common stock. Refer to Note 8 to our consolidated financial statements for further information on our stock repurchase program.
The following graph shows a comparison of the cumulative total return for our Class A common stock, the Standard & Poor's 500 Stock Index (S&P 500 Index), the Dow Jones Internet Composite Index (DJINET Composite Index) and the Nasdaq CTA Internet Index (QNET Index) for the five years ended December 31, 2024.
The following graph shows a comparison of the cumulative total return for our Class A common stock, the Standard & Poor's 500 Stock Index (S&P 500 Index) and the Nasdaq CTA Internet Index (QNET Index) for the five years ended December 31, 2025.
The value of the common stock was based on the closing price of our Class A common stock on the vesting date. 41 Part II (2) Average price paid per share includes costs associated with repurchases.
The value of the common stock was based on the closing price of our Class A common stock on the vesting date. 45 Part II (2) Average price paid per share includes costs associated with repurchases and excludes $3.3 million excise tax resulting from the Inflation Reduction Act of 2022.
Holders of record As of January 31, 2025, there were 115 stockholders of record of our Class A common stock and 43 stoc kholders of record of our Class B common stock.
Holders of record As of February 6, 2026, there were 100 stockholders of record of our Class A common stock and 38 stoc kholders of record of our Class B common stock.
Removed
We have historically used the DJINET Composite Index for purposes of the stock performance graph. This year, we determined the QNET Index is more relevant because it is aligned with our peer group and also serves as the performance benchmark for some of our executive compensation.
Removed
We have included both the DJINET Composite Index and the QNET Index for this transitional year but will not include the DJINET Composite Index in future years.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

48 edited+9 added−4 removed48 unchanged
Biggest changeFor the years ended December 31, 2024 and 2023, our net cash flows and free cash flow were as follows (in thousands): Year Ended December 31, 2024 2023 Net cash provided by (used in): Operating activities $ 964,594 $ 612,961 Investing activities $ (221,017) $ (36,993) Financing activities $ (968,319) $ (826,763) Free cash flow $ 939,988 $ 604,898 Operating activities Cash flows from operating activities consist of our net income (loss) adjusted for certain non-cash reconciling items, such as share-based compensation expense, depreciation and amortization, deferred income taxes, non-cash charitable contributions, net amortization of investment premium and discount, non-cash restructuring charges and changes in our operating assets and liabilities.
Biggest changeOperating activities Cash flows from operating activities consist of our net income (loss) adjusted for certain non-cash reconciling items, such as share-based compensation expense, depreciation and amortization, deferred income taxes, net amortization of investment premium and discount, non-cash charitable contributions and changes in our operating assets and liabilities.
Interest and other income (expense), net consists primarily of interest earned on our cash equivalents and marketable securities and foreign currency exchange gains and losses. Provision for (benefit from) income taxes. Provision for (benefit from) income taxes consists primarily of income taxes in foreign jurisdictions and U.S. federal and state income taxes. Adjusted EBITDA.
Interest and other income (expense), net. Interest and other income (expense), net consists primarily of interest earned on our cash equivalents and marketable securities and foreign currency exchange gains and losses. Provision for (benefit from) income taxes. Provision for (benefit from) income taxes consists primarily of income taxes in foreign jurisdictions and U.S. federal and state income taxes. Adjusted EBITDA.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, payroll tax expense related to share-based compensation, interest income (expense), net, other income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance.
We define Adjusted EBITDA as net income (loss) adjusted to exclude depreciation and amortization expense, share-based compensation expense, payroll tax expense related to share-based compensation, interest income (expense), net, other income (expense), net, provision for (benefit from) income taxes and certain other non-recurring or non-cash items impacting net income (loss) that we do not consider indicative of our ongoing business performance.
We use MAUs and ARPU to assess the growth and health of the overall business and believe that these metrics best reflect our ability to attract, retain, engage and monetize our users, and thereby drive revenue. 47 Part II Non-GAAP financial measures To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we consider certain non-GAAP financial measures, as described below.
We use MAUs and ARPU to assess the growth and health of the overall business and believe that these metrics best reflect our ability to attract, retain, engage and monetize our users, and thereby drive revenue. 51 Part II Non-GAAP financial measures To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), we consider certain non-GAAP financial measures, as described below.
The November 2024 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.
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.
Quarterly monthly active users (in millions) Note: U.S. and Canada, Europe and Rest of World may not sum to Global due to rounding. Europe includes Russia and Turkey for our reporting of Revenue, MAUs and ARPU by geographic region. 44 Part II A portion of our MAUs visit Pinterest on a weekly basis.
Quarterly monthly active users (in millions) Note: U.S. and Canada, Europe and Rest of World may not sum to Global due to rounding. Europe includes Russia and Turkey for our reporting of Revenue, MAUs and ARPU by geographic region. 48 Part II A portion of our MAUs visit Pinterest on a weekly basis.
Under the November 2024 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.
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.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 is included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.
U.S. and Canada, Europe and Rest of World may not sum to Global and quarterly amounts may not sum to annual due to rounding. 46 Part II Average Revenue per User. We measure monetization of our platform through our ARPU metric.
U.S. and Canada, Europe and Rest of World may not sum to Global and quarterly amounts may not sum to annual due to rounding. 50 Part II Average Revenue per User. We measure monetization of our platform through our ARPU metric.
We have not issued any letters of credit and are in compliance with all covenants under the 2022 revolving credit facility as of December 31, 2024.
We have not issued any letters of credit and are in compliance with all covenants under the 2022 revolving credit facility as of December 31, 2025.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is presented below.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024 is presented below.
As of December 31, 2024, the proportion of WAUs to MAUs, which has stayed relatively consistent over time, was 62%. As of December 31, 2024, global MAUs increased compared to December 31, 2023, primarily due to our ongoing investments in relevance and personalization. 45 Part II Trends in monetization metrics Revenue.
As of December 31, 2025, the proportion of WAUs to MAUs, which has stayed relatively consistent over time, was 62%. As of December 31, 2025, global MAUs increased compared to December 31, 2024, primarily due to our ongoing investments in relevance and personalization. 49 Part II Trends in monetization metrics Revenue.
The obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets, including certain domestic intellectual property assets. Our total borrowing capacity under the revolving credit facility is $500.0 million as of December 31, 2024.
The 59 Part II obligations under the 2022 revolving credit facility are secured by liens on substantially all of our domestic assets, including certain domestic intellectual property assets. Our total borrowing capacity under the revolving credit facility is $500.0 million as of December 31, 2025.
We recognize revenue only after transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a cost per click ("CPC") basis, views an ad contracted on a cost per thousand impressions ("CPM") or cost per day ("CPD") basis or views a video ad contracted on a cost per view ("CPV") basis.
We recognize revenue only after transferring control of promised goods or services to customers, which occurs when a user clicks on an ad contracted on a CPC basis, views an ad contracted on CPM or CPD basis or views a video ad contracted on CPV basis.
Free cash flow Free cash flow increased $335.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 and consists of net cash provided by operating activities and purchases of property and equipment.
Free cash flow Free cash flow increased $311.9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 and consists of net cash provided by operating activities and purchases of property and equipment.
The following table sets forth our consolidated statements of operations data (as a percentage of revenue): Year Ended December 31, 2024 2023 2022 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue 21 23 24 Research and development 34 35 34 Sales and marketing 28 30 33 General and administrative 13 17 12 Total costs and expenses 95 104 104 Income (loss) from operations 5 (4) (4) Interest income (expense), net 3 3 1 Other income (expense), net (1) — (1) Income (loss) before provision for (benefit from) income taxes 8 (1) (3) Provision for (benefit from) income taxes (43) 1 — Net income (loss) 51 % (1 %) (3 %) 52 Part II Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, 2024 2023 % change (in thousands) Revenue $ 3,646,166 $ 3,055,071 19% Revenue for the year ended December 31, 2024 increased by $591.1 million compared to the year ended December 31, 2023, primarily due to growth in demand from our consideration and conversion objectives.
The following table sets forth our consolidated statements of operations data (as a percentage of revenue): Year Ended December 31, 2025 2024 2023 Revenue 100 % 100 % 100 % Costs and expenses: Cost of revenue 20 21 23 Research and development 34 34 35 Sales and marketing 28 28 30 General and administrative 11 13 17 Total costs and expenses 92 95 104 Income (loss) from operations 8 5 (4) Interest income (expense), net 3 3 3 Other income (expense), net — (1) — Income (loss) before provision for (benefit from) income taxes 11 8 (1) Provision for (benefit from) income taxes 1 (43) 1 Net income (loss) 10 % 51 % (1 %) 56 Part II Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, 2025 2024 % change (in thousands) Revenue $ 4,221,767 $ 3,646,166 16% Revenue for the year ended December 31, 2025 increased by $575.6 million compared to the year ended December 31, 2024, primarily due to growth in demand from our conversion and awareness objectives.
Provision for (benefit from) income taxes Year Ended December 31, 2024 2023 % change (in thousands) Provision for (benefit from) income taxes $ (1,574,501) $ 19,170 NM NM = Not meaningful The benefit from income taxes for the year ended December 31, 2024 was $1,574.5 million, as compared to a provision for income taxes of $19.2 million for the year ended December 31, 2023.
Provision for (benefit from) income taxes Year Ended December 31, 2025 2024 % change (in thousands) Provision for (benefit from) income taxes $ 29,035 $ (1,574,501) NM NM = Not meaningful The provision for income taxes for the year ended December 31, 2025 was $29.0 million, as compared to a benefit from income taxes of $1,574.5 million for the year ended December 31, 2024.
The decrease was primarily due to higher foreign currency exchange losses offset by returns on our cash equivalents and marketable securities as a result of higher interest rates and higher invested balances.
The increase was primarily due to higher foreign currency exchange gains offset by lower returns on our cash equivalents and marketable securities as a result of lower interest rates.
Because of these limitations, you should consider these non-GAAP financial measures alongside other financial performance measures, and our other financial results presented in accordance with GAAP. 48 Part II Adjusted EBITDA The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands): Year Ended December 31, 2024 2023 2022 Net income (loss) $ 1,862,106 $ (35,610) $ (96,047) Depreciation and amortization 21,266 21,509 46,489 Share-based compensation 765,795 647,860 497,123 Payroll tax expense related to share-based compensation (1) 30,787 24,131 19,488 Interest (income) expense, net (127,003) (105,439) (30,235) Other (income) expense, net 19,215 (3,799) 14,502 Provision for (benefit from) income taxes (2) (1,574,501) 19,170 10,103 Legal settlement (3) 34,650 — — Restructuring charges — 126,882 — Non-cash charitable contributions — 12,890 — Adjusted EBITDA $ 1,032,315 $ 707,594 $ 461,423 (1) Beginning in the fourth quarter of 2024, we are excluding payroll tax expense related to share-based compensation from Adjusted EBITDA because these taxes are variable due to our stock price and other factors outside our control and therefore are not reflective of our ongoing business operations or the underlying trends in our business.
Because of these limitations, you should consider these non-GAAP financial measures alongside other financial performance measures, and our other financial results presented in accordance with GAAP. 52 Part II Adjusted EBITDA The following table presents a reconciliation of net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA (in thousands): Year Ended December 31, 2025 2024 2023 Net income (loss) $ 416,855 $ 1,862,106 $ (35,610) Depreciation and amortization 25,151 21,266 21,509 Share-based compensation 880,463 765,795 647,860 Payroll tax expense related to share-based compensation (1) 30,984 30,787 24,131 Interest (income) expense, net (110,493) (127,003) (105,439) Other (income) expense, net (15,514) 19,215 (3,799) Provision for (benefit from) income taxes (2) 29,035 (1,574,501) 19,170 Legal settlement (3) — 34,650 — Restructuring charges — — 126,882 Non-cash charitable contributions 13,495 — 12,890 Adjusted EBITDA $ 1,269,976 $ 1,032,315 $ 707,594 (1) We began excluding payroll tax expense related to share-based compensation from Adjusted EBITDA in the fourth quarter of 2024 because these taxes are variable due to our stock price and other factors outside our control and therefore are not reflective of our ongoing business operations or the underlying trends in our business.
General and administrative consists primarily of personnel-related expense, including salaries, benefits and share-based compensation for our employees engaged in finance, legal, human resources and other administrative functions, professional services, including outside legal and accounting services, charitable contributions and allocated facilities and other supporting overhead costs. Interest and other income (expense), net.
Our marketing efforts also include user- and advertiser-focused marketing expenditures. General and administrative. General and administrative consists primarily of personnel-related expense, including salaries, benefits and share-based compensation for our employees engaged in finance, legal, human resources and other administrative functions, professional services, including outside legal and accounting services, charitable contributions and allocated facilities and other supporting overhead costs.
Revenue on a constant currency basis increased by 19% compared to 2023. Revenue growth was primarily driven by an 8% increase in ARPU supported by an 11% increase in average MAUs for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Revenue increased 16% on a reported and 15% on a constant currency basis compared to 2024. Revenue growth was primarily driven by a 4% increase in ARPU supported by an 11% increase in average MAUs for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Sales and marketing consists primarily of personnel-related expense, including salaries, commissions, benefits and share-based compensation for our employees engaged in sales, sales support, marketing, and customer service functions, advertising and promotional expenditures, professional services, amortization of acquired intangible assets and allocated facilities and other supporting overhead costs. Our marketing efforts also include user- and advertiser-focused marketing expenditures. General and administrative.
Sales and marketing consists primarily of personnel-related expense, including salaries, commissions, benefits and share-based compensation for our employees engaged in sales, sales support, marketing, and customer service functions, advertising and promotional expenditures, services provided by third-party resellers, professional services, amortization of acquired intangible assets and allocated facilities and other supporting overhead costs.
Quarterly average revenue per user For the year ended December 31, 2024, global ARPU was $6.94, which represents an increase of 8% compared to the year ended December 31, 2023.
Quarterly average revenue per user For the year ended December 31, 2025, global ARPU was $7.21, which represents an increase of 4% compared to the year ended December 31, 2024.
The number of advertisements served increased by 39% while the price of advertisements decreased by 14% compared to the year ended December 31, 2023.
The number of advertisements served increased by 49% while the price of advertisements decreased by 22% compared to the year ended December 31, 2024.
Constant currency revenue The following table presents revenue and period-over-period changes on an as reported and constant currency basis (in thousands, except percentages): Year Ended December 31, % Change 2024 2023 As Reported Constant Currency (1) Revenue $ 3,646,166 $ 3,055,071 19% 19% (1) On a constant currency basis, revenue for the year ended December 31, 2024 was $3,649.0 million due to a $2.8 million unfavorable impact of changes in foreign exchange rates. 49 Part II Free cash flow The following table presents a reconciliation of net cash flows provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow (in thousands): Year Ended December 31, 2024 2023 2022 Reconciliation of free cash flow Net cash provided by operating activities $ 964,594 $ 612,961 $ 469,202 Less: Purchases of property and equipment (24,606) (8,063) (28,984) Free cash flow $ 939,988 $ 604,898 $ 440,218 50 Part II Components of results of operations Revenue.
Constant currency revenue The following table presents revenue and period-over-period changes on an as reported and constant currency basis (in thousands, except percentages): Year Ended December 31, % Change 2025 2024 As Reported Constant Currency (1) Revenue $ 4,221,767 $ 3,646,166 16% 15% (1) On a constant currency basis, revenue for the year ended December 31, 2025 was $4,205.3 million due to a $16.5 million favorable impact of changes in foreign exchange rates. 53 Part II Free cash flow The following table presents a reconciliation of net cash flows provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow (in thousands): Year Ended December 31, 2025 2024 2023 Reconciliation of free cash flow Net cash provided by operating activities $ 1,284,264 $ 964,594 $ 612,961 Less: Purchases of property and equipment (32,375) (24,606) (8,063) Free cash flow $ 1,251,889 $ 939,988 $ 604,898 54 Part II Components of results of operations Revenue.
Net cash used in investing activities decreased by $184.0 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in net purchases of marketable securities.
Net cash used in 60 Part II investing activities decreased by $86.5 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in maturities of marketable securities offset by an increase in purchases of marketable securities.
See “Non-GAAP Financial Measures” 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. 51 Part II Results of operations The following tables set forth our consolidated statements of operations data (in thousands): Year Ended December 31, 2024 2023 2022 Revenue $ 3,646,166 $ 3,055,071 $ 2,802,574 Costs and expenses (1) : Cost of revenue 750,355 688,760 678,597 Research and development 1,240,564 1,068,416 948,980 Sales and marketing 1,011,772 911,166 933,133 General and administrative 463,658 512,407 343,541 Total costs and expenses 3,466,349 3,180,749 2,904,251 Income (loss) from operations 179,817 (125,678) (101,677) Interest income (expense), net 127,003 105,439 30,235 Other income (expense), net (19,215) 3,799 (14,502) Income (loss) before provision for (benefit from) income taxes 287,605 (16,440) (85,944) Provision for (benefit from) income taxes (1,574,501) 19,170 10,103 Net income (loss) $ 1,862,106 $ (35,610) $ (96,047) Adjusted EBITDA (2) $ 1,032,315 $ 707,594 $ 461,423 (1) Includes share-based compensation expense as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cost of revenue $ 14,836 $ 11,117 $ 7,629 Research and development 497,442 422,964 324,161 Sales and marketing 122,149 96,798 99,467 General and administrative 131,368 116,981 65,866 Total share-based compensation $ 765,795 $ 647,860 $ 497,123 (2) See “Non-GAAP Financial Measures” 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.
See “Non-GAAP Financial Measures” 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. 55 Part II Results of operations The following tables set forth our consolidated statements of operations data (in thousands): Year Ended December 31, 2025 2024 2023 Revenue $ 4,221,767 $ 3,646,166 $ 3,055,071 Costs and expenses (1) : Cost of revenue 841,521 750,355 688,760 Research and development 1,427,447 1,240,564 1,068,416 Sales and marketing 1,166,705 1,011,772 911,166 General and administrative 466,211 463,658 512,407 Total costs and expenses 3,901,884 3,466,349 3,180,749 Income (loss) from operations 319,883 179,817 (125,678) Interest income (expense), net 110,493 127,003 105,439 Other income (expense), net 15,514 (19,215) 3,799 Income (loss) before provision for (benefit from) income taxes 445,890 287,605 (16,440) Provision for (benefit from) income taxes 29,035 (1,574,501) 19,170 Net income (loss) $ 416,855 $ 1,862,106 $ (35,610) Adjusted EBITDA (2) $ 1,269,976 $ 1,032,315 $ 707,594 (1) Includes share-based compensation expense as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of revenue $ 19,541 $ 14,836 $ 11,117 Research and development 567,571 497,442 422,964 Sales and marketing 149,565 122,149 96,798 General and administrative 143,786 131,368 116,981 Total share-based compensation $ 880,463 $ 765,795 $ 647,860 (2) See “Non-GAAP Financial Measures” 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.
Investing activities Cash flows from investing activities consist of capital expenditures for improvements to new and existing office spaces. We also actively manage our operating cash and cash equivalent balances and invest excess cash in short-duration marketable securities, the sales and maturities of which we use to fund our ongoing cash requirements.
We also actively manage our operating cash and cash equivalent balances and invest excess cash in short-duration marketable securities, the sales and maturities of which we use to fund our ongoing cash requirements.
Net cash used in financing activities increased by $141.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an 56 Part II increase in cash paid for repurchases of our Class A common stock and an increase in tax remittances on release of RSUs and RSAs due to an increase in our stock price.
Net cash used in financing activities increased by $349.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in cash paid for repurchases of our Class A common stock.
Overview of 2024 results Our key financial and operating results as of and for the year ended December 31, 2024 are as follows: • Revenue was $3,646.2 million, an increase of 19% on a reported and constant currency basis compared to 2023. • Monthly active users ("MAUs") were 553 million, an increase of 11% compared to December 31, 2023. • Share-based compensation expense was $765.8 million, an increase of $117.9 million compared to 2023. • Income from operations was $179.8 million, an increase of $305.5 million compared to 2023. • Net income was $1,862.1 million and Adjusted EBITDA was $1,032.3 million. • Net cash provided by operating activities was $964.6 million and free cash flow was $940.0 million. • Cash, cash equivalents and marketable securities were $2,512.9 million. • Headcount was 4,666 . 43 Part II Trends in user metrics Monthly Active Users.
Overview of 2025 results Our key financial and operating results as of and for the year ended December 31, 2025 are as follows: • Revenue was $4,221.8 million, an increase of 16% on a reported and 15% on a constant currency basis compared to 2024. • MAUs were 619 million, an increase of 12% compared to December 31, 2024. • Share-based compensation expense was $880.5 million, an increase of $114.7 million compared to 2024. • Income from operations was $319.9 million, an increase of $140.1 million compared to 2024. • Net income was $416.9 million and Adjusted EBITDA was $1,270.0 million. • Net cash provided by operating activities was $1,284.3 million and free cash flow was $1,251.9 million. • Cash, cash equivalents and marketable securities were $2,467.2 million. • Headcount was 5,265 . 47 Part II Trends in user metrics Monthly Active Users.
Research and d evelopment Year Ended December 31, 2024 2023 % change (in thousands) Research and development $ 1,240,564 $ 1,068,416 16% Percentage of revenue 34 % 35 % Research and development for the year ended December 31, 2024 increased by $172.1 million compared to the year ended December 31, 2023.
Research and development Year Ended December 31, 2025 2024 % change (in thousands) Research and development $ 1,427,447 $ 1,240,564 15% Percentage of revenue 34 % 34 % Research and development for the year ended December 31, 2025 increased by $186.9 million compared to the year ended December 31, 2024.
The increase was primarily due to a 19% increase in personnel expenses due to higher headcount and a $74.5 million increase in share-based compensation expense. 53 Part II Sales and marketing Year Ended December 31, 2024 2023 % change (in thousands) Sales and marketing $ 1,011,772 $ 911,166 11% Percentage of revenue 28 % 30 % Sales and marketing for the year ended December 31, 2024 increased by $100.6 million compared to the year ended December 31, 2023.
The increase was primarily due to an 18% increase in personnel expenses due to higher headcount, a $70.1 million increase in share-based compensation expense and a $10.8 million increase in allocated facilities costs. 57 Part II Sales and marketing Year Ended December 31, 2025 2024 % change (in thousands) Sales and marketing $ 1,166,705 $ 1,011,772 15% Percentage of revenue 28 % 28 % Sales and marketing for the year ended December 31, 2025 increased by $154.9 million compared to the year ended December 31, 2024.
For the year ended December 31, 2024 compared to the year ended December 31, 2023, revenue based on our estimate of the geographic location of our users increased by 18% in the U.S. and Canada to $2,884.0 million, Europe revenue increased by 23% to $593.2 million and Rest of World revenue increased by 36% to $168.9 million.
Revenue based on our estimate of the geographic location of our users increased by 10% in the U.S. and Canada to $3,173.1 million, Europe revenue increased by 31% to $775.0 million and Rest of World revenue increased by 62% to $273.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The increase in tax benefit during the year ended December 31, 2024 was primarily due to the release of our valuation allowance on our U.S. federal and state, excluding California, deferred tax assets.
The tax benefit during the year ended December 31, 2024 was primarily due to the release of our valuation allowance on our U.S. federal and state, excluding California, deferred tax assets. 58 Part II On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.
The increase was primarily due to an 8% increase in personnel expenses due to higher headcount, a $28.4 million increase in marketing expenses, a $25.4 million increase in share-based compensation expense and a $16.8 million increase in outsourced services costs.
The increase was primarily due to a 19% increase in personnel expenses due to higher headcount, a $27.4 million increase in share-based compensation expense, a $23.9 million increase in outsourced services costs, a $12.6 million increase in marketing expenses and a $9.7 million increase in allocated facilities costs.
In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for (benefit from) income taxes in the period in which such determination is made.
In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for (benefit from) income taxes in the period in which such determination is made. 61 Part II We recognize tax benefits from uncertain tax positions when we believe it is more likely than not that the tax position is sustainable on examination by tax authorities based on its technical merits.
General and Administrative Year Ended December 31, 2024 2023 % change (in thousands) General and administrative $ 463,658 $ 512,407 (10%) Percentage of revenue 13 % 17 % General and administrative for the year ended December 31, 2024 decreased by $48.7 million compared to the year ended December 31, 2023.
General and administrative Year Ended December 31, 2025 2024 % change (in thousands) General and administrative $ 466,211 $ 463,658 1% Percentage of revenue 11 % 13 % General and administrative for the year ended December 31, 2025 increased by $2.6 million compared to the year ended December 31, 2024.
For the year ended December 31, 2024, U.S. and Canada ARPU was $29.15, an increase of 14%, Europe ARPU was $4.24, an increase of 14%, and Rest of World ARPU was $0.59, an increase of 18% compared to the year ended December 31, 2023.
For the year ended December 31, 2025, U.S. and Canada ARPU was $30.84, an increase of 6%, Europe ARPU was $5.12, an increase of 21%, and Rest of World ARPU was $0.83, an increase of 40% compared to the year ended December 31, 2024.
Our cash equivalents and marketable securities are primarily invested in short-duration fixed income securities, including government and investment-grade corporate debt securities and money market funds. As of December 31, 2024, $156.6 million of our cash and cash equivalents was held by our foreign subsidiaries.
Our primary uses of cash are personnel-related costs and the cost of hosting our website and mobile application. As of December 31, 2025, we had $2,467.2 million in cash, cash equivalents and marketable securities. Our cash equivalents and marketable securities are primarily invested in short-duration fixed income securities, including government and investment-grade corporate debt securities and money market funds.
The decrease was primarily due to $119.4 million of restructuring charges in 2023, offset by a $34.7 million legal settlement, net of insurance proceeds, a $14.9 million increase in non income-based taxes and a $14.4 million increase in share-based compensation.
The increase was primarily due to a 10% increase in personnel expenses due to higher headcount, $13.5 million in non-cash charitable contributions and a $12.4 million increase in share-based compensation expense, offset by a $34.7 million legal settlement, net of insurance proceeds, in 2024 and a decrease in outsourced services costs.
Our material cash requirements include our $1,110.2 million commitment with Amazon Web Services, for which we are not subject to annual purchase commitments, and our $225.8 million of operating lease obligations, of which $41.3 million is due within the next 12 months. 55 Part II On February 2, 2023, our board of directors authorized a stock repurchase program of up to $500.0 million of our Class A common stock, which we completed in the second quarter of 2023.
Our material cash requirements as of December 31, 2025 include our $312.3 million commitment with Amazon Web Services, for which we are not subject to annual purchase commitments, and our $323.5 million of operating lease obligations, of which $50.0 million is due within the next 12 months.
Cost of r evenue Year Ended December 31, 2024 2023 % change (in thousands) Cost of revenue $ 750,355 $ 688,760 9% Percentage of revenue 21 % 23 % Cost of revenue for the year ended December 31, 2024 increased by $61.6 million compared to the year ended December 31, 2023.
Cost of revenue Year Ended December 31, 2025 2024 % change (in thousands) Cost of revenue $ 841,521 $ 750,355 12% Percentage of revenue 20 % 21 % Cost of revenue for the year ended December 31, 2025 increased by $91.2 million compared to the year ended December 31, 2024. The increase was primarily due to increased users and engagement.
Adjusted EBITDA was $1,032.3 million for the year ended December 31, 2024, compared to $707.6 million for the year ended December 31, 2023, due to the factors described above. See “Non-GAAP Financial Measures” 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.
See “Non-GAAP Financial Measures” 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. Liquidity and capital resources We finance our operations primarily through payments received from our customers.
Other income ( e xpense), n et Year Ended December 31, 2024 2023 % change (in thousands) Interest income (expense), net $ 127,003 $ 105,439 20% Other income (expense), net (19,215) 3,799 606% Interest and other income (expense), net $ 107,788 $ 109,238 (1%) Interest and other income (expense), net for the year ended December 31, 2024 decreased by $1.5 million compared to the year ended December 31, 2023.
Interest and other income (expense), net Year Ended December 31, 2025 2024 % change (in thousands) Interest income (expense), net $ 110,493 $ 127,003 (13%) Other income (expense), net 15,514 (19,215) 181% Interest and other income (expense), net $ 126,007 $ 107,788 17% Interest and other income (expense), net for the year ended December 31, 2025 increased by $18.2 million compared to the year ended December 31, 2024.
Net cash provided by operating activities increased by $351.6 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in our net income as adjusted for certain non-cash items, including the release of our valuation allowance on our U.S. federal and state, excluding California, deferred tax assets; and an increase in our accrued expenses and other liabilities due to timing of payments to vendors; offset by an increase in accounts receivable.
Net cash provided by operating activities increased by $319.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to an increase in our net income as adjusted for certain non-cash items. Investing activities Cash flows from investing activities consist of capital expenditures for improvements to new and existing office spaces.
In November 2024, our board of directors authorized a new stock repurchase program of up to $2.0 billion of our Class A common stock (the "November 2024 program") and canceled the September 2023 program under which $500.0 million had remained available for repurchase.
In December 2025, we entered into a definitive agreement to acquire tvScientific, for $450.0 million in cash, subject to certain adjustments, which is also due within the next 12 months. In November 2024, our board of directors authorized a stock repurchase program of up to $2.0 billion of our Class A common stock.
During the year ended December 31, 2024, we repurchased and retired 19,125,363 shares of our Class A common stock for an aggregate purchase price of $600.2 million at an average price per share of $31.38 under the September 2023 and November 2024 programs. As of December 31, 2024, $1,899.8 million remained available for repurchases under the November 2024 program.
During the year ended December 31, 2025, we repurchased and retired 30,108,015 shares of our Class A common stock for an aggregate purchase price of $927.0 million at an average price per share of $30.79, including $3.3 million excise tax resulting from the Inflation Reduction Act of 2022.
Refer to Note 10 to our consolidated financial statements for further information. 54 Part II Net income (loss) and adjusted EBITDA Year Ended December 31, 2024 2023 % change (in thousands) Net income (loss) $ 1,862,106 $ (35,610) NM Adjusted EBITDA $ 1,032,315 $ 707,594 46% NM = Not meaningful Net income for the year ended December 31, 2024 was $1,862.1 million, compared to a net loss of $35.6 million for the year ended December 31, 2023.
Net income and adjusted EBITDA Year Ended December 31, 2025 2024 % change (in thousands) Net income $ 416,855 $ 1,862,106 (78%) Adjusted EBITDA $ 1,269,976 $ 1,032,315 23% Net income for the year ended December 31, 2025 was $416.9 million, as compared to $1,862.1 million for the year ended December 31, 2024.
Removed
The increase was primarily due to increased users and engagement offset by infrastructure efficiency initiatives.
Added
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.
Removed
Liquidity and capital resources We finance our operations primarily through payments received from our customers. Our primary uses of cash are personnel-related costs and the cost of hosting our website and mobile application. As of December 31, 2024, we had $2,512.9 million in cash, cash equivalents and marketable securities.
Added
The changes effective in 2025 are included in our provision for income taxes for the year ended December 31, 2025 and were not material. We are currently evaluating the impact of the legislation on our consolidated financial statements for future periods.
Removed
Under the program, we repurchased and retired 21,215,663 shares of our Class A common stock for an aggregate purchase price of $500.0 million at an average price per share of $23.57. On September 16, 2023, our board of directors authorized a stock repurchase program of up to $1.0 billion of our Class A common stock (the "September 2023 program").
Added
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 within the next twelve months.
Removed
We recognize tax benefits from uncertain tax positions when we believe it is more likely than not that the tax position is sustainable on examination by tax authorities based on its technical merits. We recognize taxes on Global Intangible Low-Taxed Income as incurred. 57 Part II
Added
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.
Added
Adjusted EBITDA was $1,270.0 million for the year ended December 31, 2025, as compared to $1,032.3 million for the year ended December 31, 2024, due to the factors described above.
Added
As of December 31, 2025, $216.2 million of our cash and cash equivalents was held by our foreign subsidiaries.
Added
As of December 31, 2025, $972.8 million remained available for repurchases under the stock repurchase program.
Added
For the years ended December 31, 2025 and 2024, our net cash flows and free cash flow were as follows (in thousands): Year Ended December 31, 2025 2024 Net cash provided by (used in): Operating activities $ 1,284,264 $ 964,594 Investing activities $ (134,482) $ (221,017) Financing activities $ (1,317,942) $ (968,319) Free cash flow (1) $ 1,251,889 $ 939,988 (1) See “Non-GAAP Financial Measure” for more information and for a reconciliation of net cash provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, to free cash flow.
Added
We recognize taxes on Global Intangible Low-Taxed Income as incurred. 62 Part II

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed5 unchanged
Biggest changeWe 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 consolidated financial statements as of and for the years ended December 31, 2024, 2023 and 2022.
Biggest changeWe 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 years ended December 31, 2025, 2024 and 2023.
Interest rate risk As of December 31, 2024, we held cash, cash equivalents and marketable securities of $2,512.9 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.
Interest rate risk As of December 31, 2025, we held cash, cash equivalents and marketable securities of $2,467.2 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.
A hypothetical 100 basis point increase in interest rates would have decreased the market value of our cash equivalents and marketable securities by $8.5 million and $6.6 million as of December 31, 2024 and 2023, respectively. 58 Part II
A hypothetical 100 basis point increase in interest rates would have decreased the market value of our cash equivalents and marketable securities by $8.5 million and $8.5 million as of December 31, 2025 and 2024, respectively. 63 Part II

Other PINS 10-K year-over-year comparisons