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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

Pinterest, Inc.

PINSNYSEEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2026, Pinterest, Inc. (“Pinterest” or the “Company”) appointed James Dibbo, age 56, as its Chief Financial Officer, effective October 26, 2026, and as its principal financial officer, effective October 30, 2026.…

Filed Oct 5, 2026Accepted Oct 5, 2026, 4:20 PM EDTCIK 1506293Accession 0001506293-26-000139
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Company context

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 2, 2026
  2. 144 filingSep 23, 2026
  3. 144 filingSep 23, 2026
  4. 4 filingSep 22, 2026
  5. 144 filingSep 22, 2026

Registered securities in this filing

Pinterest, Inc. · 8-K · Filed 2026-10-05

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Class A Common Stock, $0.00001 par value

Symbol
PINS
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000150629326000139 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2026, Pinterest, Inc. (“Pinterest” or the “Company”) appointed James Dibbo, age 56, as its Chief Financial Officer, effective October 26, 2026, and as its principal financial officer, effective October 30, 2026. From January 2021 through September 2026, Mr. Dibbo served as the Vice President and Chief Financial Officer for Global Entertainment, Advertising and Corporate Development at Amazon.com, Inc. In that role, he led finance for businesses including Amazon Ads, Prime Video, Amazon MGM Studios, Music, Audible, and Twitch, and partnered on corporate development activity across the portfolio. Prior to that role, Mr. Dibbo held a number of senior finance leadership positions at Amazon since 2016, including serving as Chief Financial Officer of Worldwide Consumer and Chief Financial Officer of North America Consumer. Prior to joining Amazon, Mr. Dibbo served as Chief Financial Officer of P.F. Chang’s and held senior finance leadership positions at Tesco PLC and BT Group plc. Mr. Dibbo started his finance career at PwC in London. Mr. Dibbo holds a B.S. in Economics from Cardiff University, UK and is a Chartered Accountant (FCA). On October 1, 2026, the Company entered into an Offer Letter (“Offer Letter”) with Mr. Dibbo in connection with his employment as Chief Financial Officer. Pursuant to his Offer Letter, Mr. Dibbo will receive an annual base salary of $650,000 and will be eligible for an annual cash incentive bonus with a target equal to 100% of his annual base salary, prorated for 2026 based on his start date. Subject to the approval of the Talent Development and Compensation Committee of the Company’s Board of Directors, and pursuant to the Company’s 2019 Omnibus Incentive Plan, Mr. Dibbo will receive (a) restricted stock unit awards with an aggregate initial value of $19,980,000, consisting of: (i) a $1,980,000 award which will vest 100% in December 2026; and (ii) an $18,000,000 award vesting quarterly beginning March 2027 through December 2028, in each case subject to continued service through each vesting date; and (b) performance share awards with an aggregate target value of $3,200,000, with the amount to be earned based on the Company’s relative total shareholder return over 12-month and 24-month performance periods. Also, subject to his continued employment, the Company anticipates granting Mr. Dibbo an additional restricted stock unit award with an initial value of $9,000,000 in April 2027, which will vest on a quarterly basis in 2029, subject to continued service through each vesting date. The foregoing description of the Offer Letter is only a summary and is qualified in its entirety by the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Company will also enter into its standard form of indemnification agreement with Mr. Dibbo, which was previously filed by the Company as Exhibit 10.1 to the Company’s Form 10-Q filed on November 4, 2025. In addition, Mr. Dibbo will be eligible to participate in the Pinterest, Inc. Severance and Change in Control Plan for Employees in Level 21 Positions. There are no family relationships between Mr. Dibbo and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Dibbo and any other person pursuant to which he was selected as an officer. Mr. Dibbo is not a party to any current or proposed transaction with the Company for which disclosure would be required under Item 404(a) of Regulation S-K. As previously disclosed, Julia Brau Donnelly will depart from the Company to pursue another opportunity on October 30, 2026. In connection with Mr. Dibbo’s appointment, Ms. Donnelly will cease serving as the Company’s Chief Financial Officer effective October 26, 2026, but will continue serving as the Company’s principal financial officer and as an advisor to the Company through October 30, 2026. In addition, in light of Mr. Dibbo’s appointment, Vikram Naidu will not assume the role of interim principal financial officer as previously disclosed, and will continue to serve as the Company’s Vice President, Finance and Business Operations.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On October 5, 2026, the Company issued a press release announcing the appointment of Mr. Dibbo as Chief Financial Officer of the Company. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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